SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12

ALLOS THERAPEUTICS, INC.
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box)

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1. Amount Previously Paid:

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ALLOS THERAPEUTICS, INC.
11080 CIRCLEPOINT ROAD, SUITE 200
WESTMINSTER, CO 80020

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 23, 2002

TO THE STOCKHOLDERS OF ALLOS THERAPEUTICS, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Allos
Therapeutics, Inc., a Delaware corporation (the "Company"), will be held on
Tuesday, April 23, 2002 at 8:30 a.m. local time at the Omni Interlocken Resort,
500 Interlocken Boulevard, Broomfield, Colorado for the following purposes:

1. To elect directors to serve for the ensuing year and until their
successors are elected.

2. To ratify the selection of PricewaterhouseCoopers LLP as independent
auditors of the Company for its fiscal year ending December 31, 2002.

3. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.

The Board of Directors has fixed the close of business on February 22,
2002, as the record date for the determination of stockholders entitled to
notice of and to vote at this Annual Meeting and at any adjournment or
postponement thereof.

By Order of the Board of Directors

/s/ Michael E. Hart

Michael E. Hart
Secretary

Westminster, Colorado
March 20, 2002

ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE
NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER
NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD
HOLDER A PROXY ISSUED IN YOUR NAME.

ALLOS THERAPEUTICS, INC.
11080 CirclePoint Road, Suite 200
Westminster, CO 80020

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS

APRIL 23, 2002

INFORMATION CONCERNING SOLICITATION AND VOTING

GENERAL

The enclosed proxy is solicited on behalf of the Board of Directors of
Allos Therapeutics, Inc., a Delaware corporation ("Allos" or the "Company"), for
use at the Annual Meeting of Stockholders to be held on Tuesday, April 23, 2002,
at 8:30 a.m. local time (the "Annual Meeting"), or at any adjournment or
postponement thereof, for the purposes set forth herein and in the accompanying
Notice of Annual Meeting. The Annual Meeting will be held at the Omni
Interlocken Resort, 500 Interlocken Boulevard, Broomfield, Colorado. The Company
intends to mail this proxy statement and accompanying proxy card on or about
March 20, 2002, to all stockholders entitled to vote at the Annual Meeting.

SOLICITATION

The Company will bear the entire cost of solicitation of proxies,
including preparation, assembly, printing and mailing of this proxy statement,
the proxy card and any additional information furnished to stockholders. Copies
of solicitation materials will be furnished to banks, brokerage houses,
fiduciaries and custodians holding in their names shares of Common Stock
beneficially owned by others to forward to such beneficial owners. The Company
may reimburse persons representing beneficial owners of Common Stock for their
costs of forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company. No additional compensation will be paid to directors, officers or other
regular employees for such services.

VOTING RIGHTS AND OUTSTANDING SHARES

Only holders of record of Common Stock at the close of business on
February 22, 2002 will be entitled to notice of and to vote at the Annual
Meeting. At the close of business on February 22, 2002 the Company had
outstanding and entitled to vote 23,140,197 shares of Common Stock. Each holder
of record of Common Stock on such date will be entitled to one vote for each
share held on all matters to be voted upon at the Annual Meeting.

All votes will be tabulated by the inspector of election appointed for
the meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether a matter has
been approved.

VOTING VIA THE INTERNET OR BY TELEPHONE

Stockholders that hold shares registered in their name may grant a
proxy to vote their shares by means of the telephone or on the Internet. The law
of Delaware, under which the Company is incorporated, specifically permits
electronically transmitted proxies, provided that each such proxy contains or is
submitted with information from which the inspectors of election can determine
that such proxy was authorized by the stockholder.

The telephone and Internet voting procedures below are designed to
authenticate stockholders' identities, to allow stockholders to grant a proxy to
vote their shares and to confirm that stockholders' instructions have been
recorded properly. Stockholders granting a proxy to vote via the Internet should
understand that there may be costs associated with electronic access, such as
usage charges from Internet access providers and telephone companies, that must
be borne by the stockholder.

Stockholders of record may go to "http://www.eproxy.com/alth" to grant
a proxy to vote their shares by means of the Internet. They will be required to
provide the company number and control number contained on their proxy cards.
The voter will then be asked to complete an electronic proxy card. The votes
represented by such proxy will be generated on the computer screen and the voter
will be prompted to submit or revise them as desired. Any stockholder using a
touch-tone telephone may also grant a proxy to vote shares by calling
1-800-435-6710 and following the recorded instructions.

Votes submitted via the Internet or by telephone must be received by
4:00 p.m. Eastern Time on Monday, April 22, 2002. Submitting your proxy via the
Internet or by telephone will not affect your right to vote in person should you
decide to attend the Annual Meeting.

REVOCABILITY OF PROXIES

Any person giving a proxy pursuant to this solicitation has the power
to revoke it at any time before it is voted. It may be revoked by filing with
the Secretary of the Company at the Company's principal executive office, 11080
CirclePoint Road, Suite 200, Westminster, CO 80020, a written notice of
revocation or a duly executed proxy bearing a later date, or it may be revoked
by attending the meeting and voting in person. Attendance at the meeting will
not, by itself, revoke a proxy.

STOCKHOLDER PROPOSALS

The deadline for submitting a stockholder proposal for inclusion in the
Company's proxy statement and form of proxy for the Company's 2003 annual
meeting of stockholders pursuant to Rule 14a-8 of the Securities and Exchange
Commission is November 20, 2002. Stockholders wishing to submit proposals or
director nominations that are not to be included in such proxy statement and
proxy must do so no earlier than January 24, 2003 and no later than February 23,
2003. Stockholders are also advised to review the Company's Bylaws, which
contain additional requirements with respect to advance notice of stockholder
proposals and director nominations.

PROPOSAL 1

ELECTION OF DIRECTORS

There are five nominees for the six Board positions presently
authorized in accordance with the Company's Bylaws. Each director to be elected
will hold office until the next annual meeting of stockholders and until his
successor is elected and has qualified, or until such director's earlier death,
resignation or removal. Each nominee listed below is currently a director of the
Company, four directors having been elected by the stockholders, and one
director, Michael E. Hart, having been elected by the Board.

Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote. Shares represented by executed
proxies will be voted, if authority to do so is not withheld, for the election
of the five nominees named below. In the event that any nominee should be
unavailable for election as a result of an unexpected occurrence, such shares
will be voted for the election of such substitute nominee as management may
propose. Each person nominated for election has agreed to serve if elected and
management has no reason to believe that any nominee will be unable to serve.

Stephen K. Carter, M.D., who currently serves as a director, is
retiring from the Board upon the expiration of his current term, and will not
stand for re-election. Dr. Carter has served as a member of our Board of
Directors and as a drug development consultant to the Company since 1998. We
recognize and appreciate all of Dr. Carter's many efforts on behalf of the
Company in all of his years of service on the Board and as a consultant to the
Company.

NOMINEES

The names of the nominees and certain information about them, as of
February 22, 2002, are set forth below:

<Table>
<Caption>
PRINCIPAL OCCUPATION/
NAME AGE POSITION HELD WITH THE COMPANY

Stephen J. Hoffman, Ph.D., M.D. 47 Chairman of the Board

Michael E. Hart 49 President, Chief Executive Officer and Secretary

Donald J. Abraham, Ph.D. 65 Professor and Chairman of the Department
of Medicinal Chemistry at Virginia
Commonwealth University

Mark G. Edwards 44 Managing Director, Recombinant Capital, Inc.

Marvin E. Jaffe, M.D. 65 Pharmaceutical Industry Consultant
</Table>

STEPHEN J. HOFFMAN, PH.D., M.D. has served as a member of our Board of
Directors since 1994 and as our Chairman of the Board since December 2001. From
July 1994 to December 2001, Dr. Hoffman served as our President and Chief
Executive Officer. Prior to that, from inception to 1994, Dr. Hoffman served as
a consultant to our investor group. From 1990 to 1994, he completed a fellowship
in clinical oncology and a residency/fellowship in dermatology, both at the
University of Colorado. Dr. Hoffman was the scientific founder of Somatogen
Inc., where he held the position of Director of Corporate Research and Vice
President of Science and Technology from 1987 until 1990. Dr. Hoffman received
his Ph.D. in bio-organic chemistry from Northwestern University and his M.D.
from the University of Colorado School of Medicine, where he is currently
Clinical Assistant Professor.

MICHAEL E. HART has served as our President, Chief Executive Officer
and Secretary since December 2001 and was elected to the Board of Directors in
January 2002. From 1999 to December 2001, Mr. Hart served as our Chief Financial
Officer and Senior Vice President, Operations. From 1995 to 1999, Mr. Hart was
Vice President and Chief Financial Officer of NeXstar Pharmaceuticals, Inc.,
where he also served as Chairman of the Management Committee from 1998 to 1999.
From 1990 to 1995, Mr. Hart was Executive Vice President and Chief Financial
Officer of Vestar, Inc. and served as Chairman, Office of the President from
1994 to 1995. From 1982 to 1990, Mr. Hart was Treasurer and Director of Finance
for Avantek, Inc. and prior to that held various financial positions with high
technology companies. Mr. Hart received his M.B.A from California State
University, Fresno, and his undergraduate degrees in business economics and
geography from the University of California, Santa Barbara.

DONALD J. ABRAHAM, PH.D. is one of our founders and has served as a
member of our Board of Directors since our inception in 1992. He has been a
Professor and Chairman of the Department of Medicinal Chemistry at Virginia
Commonwealth University since 1988. From 1972 to 1998, he was a Professor and
Chairman of the Department of Medicinal Chemistry at the University of
Pittsburgh. Dr. Abraham received his Ph.D. in organic chemistry from Purdue
University. He currently is Director of the Institute for Structural Biology and
Drug Discovery at the Virginia Commonwealth University.

MARK G. EDWARDS has served as a member of our Board of Directors since
1999. Mr. Edwards is Managing Director of Recombinant Capital, Inc., a
pharmaceutical and biotechnology consulting firm he founded in 1988. From 1999
to December 2000, he also served as a General Partner of International
Biomedicine Management Partners A.G., a venture capital fund based in
Switzerland. Mr. Edwards received his B.A. and M.B.A. from Stanford University.

MARVIN E. JAFFE, M.D. has served as a member of our Board of Directors
and as a drug development consultant to us since 1994. Since 1994, Dr. Jaffe has
been a self-employed research and development consultant for the pharmaceutical
industry. From 1988 to 1994, Dr. Jaffe was President of the R.W. Johnson
Pharmaceutical Research Institute, a unit of Johnson & Johnson. From 1970 to
1988, Dr. Jaffe was with Merck Sharp & Dohme Research Laboratories, most
recently as Senior Vice President, Medical Affairs. He is a director of several
biopharmaceutical companies including Matrix Pharmaceutical, Inc., Immunomedics,
Inc., Vernalis Group, plc., and Celltech Group, plc. Dr. Jaffe received his M.D.
from Jefferson Medical College.

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF EACH NAMED NOMINEE.

BOARD COMMITTEES AND MEETINGS

During the fiscal year ended December 31, 2001, the Board of Directors
held four meetings and acted by unanimous written consent one time. The Board
has an Audit Committee, a Compensation Committee and Nominating Committee.

The Audit Committee recommends to the Board the independent auditors to
be retained; meets with the independent auditors at least annually to review the
results of the annual audit and discuss the financial statements; reviews with
the independent auditors and the Company's financial and accounting personnel,
the adequacy and effectiveness of the Company's accounting and financial
controls; and evaluates the independent auditors' performance. The current Audit
Committee members are Drs. Carter and Jaffe and Mr. Edwards. It met two times
during such fiscal year. All members of the Company's Audit Committee are
independent (as independence is defined in Rule 4200(a)(15) of the NASD listing
standards).

The Compensation Committee reviews and recommends to the Board the
annual salary, bonus, stock options, and other benefits of the Company's senior
management; reviews new executive compensation programs; makes recommendations
concerning salaries and bonus incentive compensation; awards stock options to
employees and consultants under the Company's stock option plans; and otherwise
determines compensation levels and performs such other functions regarding
compensation as the Board may delegate. From January 1, 2001 through February
22, 2001, the Compensation Committee was composed of two non-employee directors:
Drs. Freund and Hsu. As of February 23, 2001, the Compensation Committee was
composed of two non-employee directors: Mr. Edwards and Dr. Jaffe. The
Compensation Committee met four times during the fiscal year ended December 31,
2001.

In January 2001, the Board formed a Nominating Committee to identify,
evaluate and recommend to the Board candidates for the Company's Board of
Directors. No procedure has been established for the consideration of nominees
recommended by stockholders. The current Nominating Committee members are Dr.
Carter and Mr. Edwards. It did not meet during the fiscal year ended December
31, 2001.

During the fiscal year ended December 31, 2001, each Board member
attended 75% or more of the aggregate of the meetings of the Board and of the
committees on which he served, held during the period for which he was a
director or committee member, respectively.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS (FEBRUARY 27, 2002)(1)

The Audit Committee of the Board of Directors (the "Committee") is
composed of three independent directors and operates under a written charter
adopted by the Board of Directors. The current members of the Committee are Dr.
Jaffe, Dr. Carter and Mr. Edwards. The Committee recommends to the Board of
Directors, subject to stockholder ratification, the selection of the Company's
independent accountants.

Management is responsible for the Company's internal controls and the
financial reporting process. The independent accountants are responsible for
performing an independent audit of the Company's financial statements in
accordance with auditing standards generally accepted in the United States of
America and to issue a report thereon. The Committee's responsibility is to
monitor and oversee these processes.

In this context, the Committee has met and held discussions with
management and the independent accountants. Management represented to the
Committee that the Company's financial statements were prepared in accordance
with accounting principles generally accepted in the United States of America,
and the Committee has reviewed and discussed the financial statements with
management and the independent accountants. The Committee discussed with the
independent accountants the matters required to be discussed by Statement on
Auditing Standards No. 61 (Communication with Audit Committees).

The Company's independent accountants also provided to the Committee
the written disclosures and letter required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), and the
Committee discussed with the independent accountants that firm's independence.

Based on the Committee's discussion with management and the independent
accountants and the Committee's review of the representation of management and
the report of the independent accountants to the Committee, the Committee
recommended that the Board of Directors include the audited financial statements
in the Company's Annual Report on Form 10-K for the year ended December 31, 2001
filed with the Securities and Exchange Commission.

Dr. Marvin Jaffe
Dr. Stephen Carter
Mr. Mark Edwards

- --------
(1) The material in this report is not "soliciting material," is not deemed
"filed" with the SEC, and is not to be incorporated by reference into any filing
of the Company under the 1933 Act or 1934 Act, whether made before or after the
date hereof and irrespective of any general incorporation contained in such
filing.

PROPOSAL 2

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Board of Directors has selected PricewaterhouseCoopers LLP as the
Company's independent auditors for the fiscal year ending December 31, 2002 and
has further directed that management submit the selection of independent
auditors for ratification by the stockholders at the Annual Meeting.
PricewaterhouseCoopers LLP has audited the Company's financial statements since
its inception in September 1992. Representatives of PricewaterhouseCoopers LLP
are expected to be present at the Annual Meeting, will have an opportunity to
make a statement if they so desire and will be available to respond to
appropriate questions.

Stockholder ratification of the selection of PricewaterhouseCoopers LLP
as the Company's independent auditors is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the selection of
PricewaterhouseCoopers LLP to the stockholders for ratification as a matter of
good corporate practice. If the stockholders fail to ratify the selection, the
Audit Committee and the Board will reconsider whether or not to retain that
firm. Even if the selection is ratified, the Audit Committee and the Board in
their discretion may direct the appointment of different independent auditors at
any time during the year if they determine that such a change would be in the
best interests of the Company and its stockholders.

The affirmative vote of the holders of a majority of the shares present
in person or represented by proxy and entitled to vote at the Annual Meeting
will be required to ratify the selection of PricewaterhouseCoopers LLP.
Abstentions will be counted toward the tabulation of votes cast on proposals
presented to the stockholders and will have the same effect as negative votes.
Broker non-votes are counted towards a quorum, but are not counted for any
purpose in determining whether this matter has been approved.

AUDIT FEES. During the fiscal year ended December 31, 2001, the
aggregate fees billed by PricewaterhouseCoopers LLP for the audit of the
Company's financial statements for such fiscal year and for the reviews of the
Company's interim financial statements was $55,000.

ALL OTHER FEES. During fiscal year ended December 31, 2001, the
aggregate fees billed by PricewaterhouseCoopers LLP for professional services
other than audit fees was $8,200.

The Audit Committee has determined the rendering of the non-audit
services by PricewaterhouseCoopers LLP is compatible with maintaining the
auditor's independence.

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 2.

EXECUTIVE OFFICERS AND KEY EMPLOYEES

The following table sets forth certain information regarding our
executive officers and key employees as of February 22, 2002:

<Table>
<Caption>
NAME AGE POSITION
---- --- --------

EXECUTIVE OFFICERS

Stephen J. Hoffman, Ph.D., M.D.......... 47 Chairman of the Board of Directors
Michael E. Hart......................... 49 President, Chief Executive Officer and Secretary

KEY EMPLOYEES

Barbara E. Baring....................... 45 Vice President, Human Resources
John O. Hackman......................... 48 Senior Director of Biometrics and Statistics
Markus F. Herzig........................ 56 Vice President, Regulatory Affairs
Douglas G. Johnson, Ph.D................ 45 Senior Director of Manufacturing
Jean-Francois Liard, M.D................ 58 Vice President, Clinical Development
</Table>

EXECUTIVE OFFICERS

See "Proposal 1 - Election of Directors" for the biographies of Dr.
Hoffman and Mr. Hart.

KEY EMPLOYEES

BARBARA E. BARING has served as our Vice President, Human Resources
since March 2001 and served as our Senior Director, Human Resources from March
2000 to March 2001. From 1999 to 2000, Ms. Baring was Director, Human Resources
and Administration at Gilead Sciences, Inc. From 1994 to 1999, Ms. Baring was
Vice President, Human Resources at NeXstar Pharmaceuticals, Inc. Ms. Baring
received her master's degree in organization and management from the University
of Colorado, and her B.A. from Metropolitan State College in Denver, Colorado.

JOHN O. HACKMAN has served as our Senior Director of Biometrics and
Statistics since March 2001 and served as Director of Biometrics and Statistics
from December 1997 to March 2001. Prior to joining us, Mr. Hackman was Associate
Director of Biometrics at Pfizer Central Research where he directed the
statistical analysis and reporting group from 1996 to 1997. He has held various
positions during his 17 years of experience in the pharmaceutical industry,
including positions with Pfizer Inc., Miles Inc., a division of Bayer
Diagnostics, Rhone-Poulenc and CytRx Corporation. Mr. Hackman received his M.S.
from North Carolina State University.

MARKUS F. HERZIG has served as our Vice President, Regulatory Affairs
since August 2001. Prior to joining us, Mr. Herzig was Executive Director,
Regulatory Affairs and Quality Assurance of OraPharma, Inc. from January 1999
until August 2001. From January 1996 to December 1998 he held key management
positions at Takeda Pharmaceuticals America, Inc., Novo Nordisk Pharmaceuticals
Inc., Organon Inc. and Sandoz Pharmaceuticals, Corp. Mr. Herzig received his
M.S. equivalent from Allgemeine Gewerbe Schule in Basel, Switzerland.

DOUGLAS G. JOHNSON, PH.D. has served as our Senior Director of
Manufacturing since March 2001 and served as our Director of Manufacturing from
October 1997 to March 2001. Prior to joining us, Dr. Johnson was with Baxter
Healthcare, a unit of Baxter International, Inc. for over eight years. At
Baxter, he was most recently manager of the Global Solutions Development Group
for the Renal Division. He also worked in the I.V. Systems Division for several
years developing formulations of pre-mixed drugs. Prior to joining Baxter
Healthcare, Dr. Johnson worked at Argonne National Laboratory for three years.
Dr. Johnson received his Ph.D. in organic chemistry from the University of
Minnesota. He did postdoctoral work at the University of Chicago.

JEAN-FRANCOIS LIARD, M.D. has served as our Vice President, Clinical
Development since March 2001 and served as our Senior Director, Research and
Clinical from 1997 to March 2001. Prior to joining us, Dr. Liard was Director,
Clinical Development at Otsuka America Pharmaceutical from 1993 to 1997. Prior
to that, he was Professor of Physiology at the Medical College of Wisconsin from
1983 to 1993. Dr. Liard has also worked in several clinical and basic sciences
departments, including stays at the Cleveland Clinic and at the Nephrology
Clinic of Necker Hospital in Paris, France. Dr. Liard received his M.D. from the
School of Medicine in Lausanne, Switzerland.

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the
ownership of the Company's Common Stock as of February 22, 2002 by: (i) each
director and nominee for director; (ii) each of the executive officers named in
the Summary Compensation Table below; (iii) all executive officers and directors
of the Company as a group; and (iv) all those known by the Company to be
beneficial owners of more than five percent of its Common Stock. Unless
otherwise indicated, the address for each of the persons listed in the table is
c/o Allos Therapeutics, Inc., 11080 CirclePoint Road, Suite 200, Westminster, CO
80020.

<Table>
<Caption>
BENEFICIAL OWNERSHIP (1)
------------------------
NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES TOTAL

Johnson & Johnson Development Corporation.................................... 2,198,387 9.5%
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
Scott Sacane (2)............................................................. 1,993,050 8.6
Durus Capital Management, LLC
888 Seventh Avenue, 29th Floor
New York, NY 10106
Entities affiliated with Marquette Venture Partners (3)...................... 1,756,714 7.6
520 Lake Cook Road, Suite 450
Deerfield, IL 60015
Biomedicine L.P. (4)......................................................... 1,462,707 6.3
Nauenstrasse 41
CH-4002 Basel, Switzerland
Entities affiliated with INVESCO Private Capital, Inc. (5)................... 1,261,961 5.4
1166 Avenue of the Americas, 27th Floor
New York, NY 10036
Credit Suisse First Boston (6)............................................... 1,210,243 5.2
11 Madison Avenue
New York, NY 10010
Stephen J. Hoffman, Ph.D., M.D. (7).......................................... 944,397 4.0
Michael E. Hart (8).......................................................... 311,968 1.3
Donald J. Abraham, Ph.D. (9)................................................. 657,200 2.8
Marvin E. Jaffe, M.D. (10)................................................... 55,800 *
Stephen K. Carter, M.D. (11)................................................. 34,100 *
Mark G. Edwards ............................................................. -- --
Michael J. Gerber, M.D. (12)................................................. 553,529 2.4
All executive officers and directors as a group (7 persons) (13)............. 2,556,994 10.5%
</Table>

- ----------
* Less than one percent.

(1) This table is based upon information supplied by officers, directors
and principal stockholders of the Company and Schedules 13D and 13G
filed with the Securities and Exchange Commission (the "SEC"). Unless
otherwise indicated in the footnotes to this table and subject to
community property laws where applicable, the Company believes that
each of the stockholders named in this table has sole voting and
investment power with respect to the shares indicated as beneficially
owned. Applicable percentages are based on 23,140,197 shares
outstanding on February 22, 2002, adjusted as required by rules
promulgated by the SEC.

(2) Scott Sacane, as a managing member of Durus Capital Management LLC
("Durus") (formerly known as Highline Management, LLC), and as
portfolio manager of Perseus, LLC ("Perseus"), has filed a Schedule 13G
pursuant to which he reports sole voting and dispositive power over
1,743,550 shares held by Durus and 249,500 shares held by Perseus as of
December 31, 2001.

(3) Includes 1,756,714 shares held by Marquette Venture Partners II, L.P.
The sole general partner of Marquette Venture Partners II, L.P. is
Marquette General II, L.P. Marquette General II, L.P. may be deemed to
be the indirect beneficial owner of the shares reported as directly
beneficially owned by Marquette Venture Partners II, L.P.

(4) Includes 1,462,707 shares held by Biomedicine L.P. The sole general
partner of Biomedicine L.P. is International BM Biomedicine Holdings
(Cayman) Ltd., a corporation formed under Cayman law ("Biomedicine
Cayman"). Biomedicine Cayman may be deemed to be the indirect
beneficial owner of the shares reported as directly beneficially owned
by Biomedicine L.P.

(5) Includes 1,182,789 shares held as a discretionary manager for
Citiventure III Private Participations Limited, 63,462 shares held as a
discretionary manager for KME Venture III, L.P., 12,567 shares held as
discretionary manager for Bell Atlantic Master Trust (f/k/a GTE Service
Corporation), and 3,143 shares held as discretionary manager for Baxter
International, Incorporated. INVESCO Private Capital, Inc. is the
investment manager with full discretionary authority for such client
accounts and has full voting and dispositive power for these shares.
INVESCO Private Capital, Inc. disclaims beneficial ownership of these
shares.

(6) Credit Suisse First Boston, on behalf of itself and its subsidiaries,
to the extent that they constitute part of the investment banking
business of Credit Suisse First Boston business unit (the "CSFB
business unit"), has filed a Schedule 13G pursuant to which it reports
sole or shared voting and dispositive power over 1,210,243 shares owned
as of December 31, 2001. The CSFB business unit is comprised of an
asset management business that provides financial advisory and capital
raising services in the corporate and investment banking, trading
(equity, fixed income and foreign exchange), private equity investment
and derivatives businesses on a worldwide basis.

(7) Includes 400 shares held as custodian for Dr. Hoffman's children and
587,127 shares of Common Stock issuable upon exercise of options.

(8) Includes 309,968 shares of Common Stock issuable upon exercise of
options.

(9) Includes 124,000 shares held by Nancy W. Abraham, Trustee U/A/
12-14-94. Ms. Abraham is the spouse of Donald Abraham. Dr. Abraham is
not a trustee and disclaims beneficial ownership of these shares.

(10) Includes 18,600 shares of Common Stock issuable upon exercise of
options.

(11) Includes 34,100 shares of Common Stock issuable upon exercise of
options.

(12) Includes 31,200 shares held by the Gerber Family Trust and 232,479
shares of Common Stock issuable upon exercise of options.

(13) Includes 1,182,274 shares of Common Stock issuable upon exercise of
options.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act")
requires the Company's directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's equity securities,
to file with the SEC initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.

To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 2001, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with; except that one
report, covering one transaction, was filed late by each of Dr. Hoffman, Dr.
Gerber and Mr. Hart.

EXECUTIVE COMPENSATION

COMPENSATION OF DIRECTORS

During 2001, we did not provide cash compensation to members of our
Board of Directors for serving on our Board of Directors and for attendance at
committee meetings. As of January 2002, each of our non-employee directors
receives $2,500 for each Board meeting the director attends in person, and
$2,500 for each meeting the director attends by means of telephone conference or
similar communications equipment if such meeting is greater than 90 minutes in
duration. Each non-employee director who serves on a committee of the Board of
Directors receives $1,000 for each meeting the director attends in person, plus
$1,000 per year if the non-employee director serves as a committee chairman.
Members of our Board of Directors are reimbursed for reasonable expenses
incurred in connection with attending any Board of Directors meeting or any
meeting of a committee of the Board of Directors.

Each of our non-employee directors receives stock option grants under a
stock option grant program for non-employee directors (the "Directors' Program")
under our 2000 Stock Incentive Compensation Plan (the "Plan"). Under this
program, as of January 2002, each person who becomes a non-employee director is
automatically granted a nonqualified stock option to purchase 20,000 shares of
Common Stock, an increase from 10,000 shares of Common Stock in 2001, on the
date of his or her initial election. One-third of this option vests on each of
the first, second and third anniversaries of the grant date. On the date of each
annual meeting of stockholders of the Company, each non-employee director who
continues to serve on the Board of Directors is granted an option to purchase
10,000 shares of Common Stock upon reelection or reappointment to the Board of
Directors, which fully vests on the first anniversary of the date of grant,
assuming continued service as a director during the year after the grant date.
The exercise price of all options granted under the program is equal to the fair
market value of the Common Stock on the grant date.

During the last fiscal year, we granted nonqualified stock options to
purchase 40,000 shares of Common Stock to non-employee directors, at an exercise
price of $6.73 per share. The fair market value of our Common Stock on the date
of grant was $6.73 per share, based on the closing sales price reported on the
Nasdaq National Market for the date of grant. As of February 22, 2002, no
options had been exercised under the Directors' Program.

COMPENSATION OF EXECUTIVE OFFICERS

SUMMARY COMPENSATION TABLE

The following table summarizes the compensation paid to or earned
during the fiscal years ended December 31, 1999, 2000 and 2001 by our Chief
Executive Officer and two other most highly compensated executive officers whose
total salary and bonus exceeded $100,000 for services rendered to us in all
capacities. The executive officers listed in the table below are referred to
herein as the Named Executive Officers.

<Table>
<Caption>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------------- AWARDS
OTHER SECURITIES ALL OTHER
ANNUAL UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION($) OPTIONS(#) ($)
- --------------------------- ---- ---------- --------- --------------- ----------- ------------

Stephen J. Hoffman, Ph.D., M.D.(1).. 2001 275,000 32,681 3,471 50,000 8,590(3)
Chairman of the Board 2000 225,000 68,750 88,357(2) 328,971 8,648(3)
1999 225,000 37,500 -- -- 8,400(3)

Michael E. Hart (4)................. 2001 239,979 27,191 1,068 138,000 5,676(5)
President, Chief Executive 2000 218,400 62,500 915 62,000 5,676(5)
Officer and Secretary 1999 20,192 -- -- 240,250 --

Michael J. Gerber, M.D.(6).......... 2001 197,524 30,814 1,339 38,000 286,722(8)
Senior Vice President, Clinical 2000 247,520 65,000 35,823(7) 77,500 7,202(8)
Development and Regulatory 1999 238,000 35,000 -- 308,003 7,200(8)
Affairs
</Table>

- ----------

(1) Dr. Hoffman was promoted from President and Chief Executive Officer to
Chairman of the Board of Directors in December 2001. Dr. Hoffman's
annual salary was increased to $300,000 in December 2001.

(2) Includes $84,789 of loans forgiven in 2000.

(3) Includes an annual 401(k) matching contribution by us of $2,000 each
year and short-term disability/life insurance premiums paid by us of
$6,590, $6,648 and $6,400, for 2001, 2000 and 1999, respectively.

(4) Mr. Hart joined us in November 1999 as Chief Financial Officer, and was
promoted to President, Chief Executive Officer and Secretary in
December 2001. Mr. Hart's annual salary was increased to $300,000 in
December 2001, effective retroactively to October 2001.

(5) Includes an annual 401(k) Plan matching contribution by us of $2,000
each year and short-term disability/life insurance premiums paid by us
of $3,676 in 2001 and 2000.

(6) Dr. Gerber's employment with us terminated on September 24, 2001.

(7) Includes $34,445 of loans forgiven in 2000.

(8) Includes $59,257 of severance pay in 2001 pursuant to the Employment
Separation and General Release Agreement (see "Employment, Severance
and Change of Control Agreements" below), $218,360 of income in
connection with a disqualifying disposition of stock options exercised
during 2001, an annual 401(k) matching contribution by us of $2,000
each year and short-term disability/life insurance premiums paid by us
of $7,105, $5,202 and $5,200, for 2001, 2000 and 1999, respectively.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information concerning the individual
grants of stock options to each of the Named Executive Officers during the
fiscal year ended December 31, 2001.

<Table>
<Caption>
INDIVIDUAL GRANTS
---------------------------------------------------- POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED ANNUAL
NUMBER OF TOTAL OPTIONS RATES OF STOCK PRICE
SECURITIES GRANTED TO APPRECIATION FOR
UNDERLYING EMPLOYEES EXERCISE OPTION TERM(3)
OPTIONS IN FISCAL PRICE EXPIRATION -----------------------
NAME GRANTED(#)(1) YEAR (%)(2) ($/SH) DATE 5%($) 10%($)
- ---- ------------- ------------ ------- ---------- --------- --------

Stephen J. Hoffman, Ph.D., M.D... 37,500 4.4 $6.38 03/01/2011 $ 150,463 $381,303
12,500 1.5 4.50 07/17/2011 35,375 89,648

Michael E. Hart.................. 28,500 3.3 6.38 03/01/2011 114,352 289,790
9,500 1.1 4.50 07/17/2011 26,885 68,132
100,000 11.6 5.74 11/30/2011 360,986 914,808

Michael J. Gerber, M.D.(4)....... 28,500 3.3 6.38 03/01/2011 114,352 289,790
9,500 1.1 4.50 07/17/2011 26,886 68,132
</Table>

- ----------
(1) Twenty-five percent (25%) of the options vest on the first anniversary
of the grant date, and the remaining seventy-five percent (75%) of the
options vest in equal monthly installments thereafter.

(2) Based on options to purchase an aggregate of 860,379 shares of Common
Stock granted to employees in 2001.

(3) The potential realizable value is calculated based on the term of the
option at the time of grant. Stock price appreciation of 5% and 10% is
assumed pursuant to rules promulgated by the Securities and Exchange
Commission and does not represent our prediction of our future stock
price performance. In addition, the potential realizable value
computation does not take into account federal or state income tax
consequences of option exercises or sales of appreciated stock.

(4) Although Dr. Gerber's employment with us terminated on September 24,
2001, these options will continue to vest during the term of our
consulting agreement with Dr. Gerber. See "Certain Transactions" for
more information on the consulting agreement.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR END OPTION VALUES

The following table sets forth certain information, as to each of the
Named Executive Officers, concerning the number of shares subject to both
exercisable and unexercisable stock options held as of December 31, 2001. Also
reported are values for "in-the-money" options that represent the positive
spread between the respective exercise prices of outstanding stock options and
the fair market value of our Common Stock as of December 31, 2001.

<Table>
<Caption>
NUMBER OF
SHARES SECURITIES UNDERLYING VALUE OF UNEXERCISED
ACQUIRED UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
ON VALUE FISCAL YEAR END(#) FISCAL YEAR END($)(2)
EXERCISE REALIZED ----------------------------- -----------------------------
NAME (#) $(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------- ------------- ------------- ------------- ------------- ------------- -------------

Stephen J. Hoffman, Ph.D., M.D. ... -- $ -- 576,971 50,000 $ 3,079,109 $ 51,500
Michael E. Hart ................... -- -- 302,250 138,000 1,813,035 159,140
Michael J. Gerber, M.D. ........... 80,000 403,200 224,761 38,000 1,289,825 39,140
40,000 219,600
40,742 219,599
</Table>

- ----------
(1) Calculated on the basis of the closing sale price per share of our
Common Stock on the date of exercise on the Nasdaq National Market,
minus the exercise price.

(2) Calculated on the basis of the closing sale price per share of our
Common Stock on December 31, 2001 (the last trading day of fiscal 2001)
on the Nasdaq National Market of $6.94, minus the exercise price.

EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL AGREEMENTS

In January 2001, the Company entered into an employment agreement with
Dr. Hoffman. The employment agreement provides for an annual base salary of
$225,000, which amount may be adjusted periodically in the sole discretion of
the Board of Directors. In December 2001, the Board modified this agreement to
increase Dr. Hoffman's annual base salary to $300,000. In addition, the
employment agreement provides that Dr. Hoffman is eligible for a discretionary
bonus in an amount equal to 35% of his base salary. The decision to award the
bonus or modify the amount of the bonus is within the sole discretion of the
Board of Directors.

In October 2001, the Company entered into a separation agreement with
Dr. Gerber in connection with the termination of Dr. Gerber's employment with
the Company effective as of September 24, 2001. The separation agreement
provides for severance pay of $256,781, which is equal to 52 weeks of Dr.
Gerber's weekly base compensation. The severance pay will be paid in equal
installments in accordance the Company's regular payroll cycle.

In December 2001, the Company entered into employment agreement with
Mr. Hart, which superseded the employment agreement entered into with him in
January 2001. The employment agreement provides for an annual base salary of
$300,000, which amount may be adjusted periodically in the sole discretion of
the Board of Directors. In addition, Mr. Hart is eligible for a discretionary
bonus in an amount equal to 35% of his base salary. Also pursuant to the
employment agreement, the Company agreed to grant Mr. Hart a stock option to
purchase 100,000 shares of the Company's common stock under the Company's 2000
Equity Incentive Plan and a stock option to purchase 250,000 shares of the
Company's common stock under the Company's 2002 Broad Based Equity Incentive
Plan, following adoption of such plan by the Company's Board of Directors. The
decision to award the bonuses or modify the amount of the bonuses is within the
sole discretion of the Board of Directors.

Each of the employment agreements with Dr. Hoffman and Mr. Hart
provides that the executive's employment with the Company is at-will and may be
altered or terminated by either the executive or the Company at any time.
However, if the Company terminates the executive's employment without just cause
or if the executive resigns for good reason, other than pursuant to a change in
control, the executive will be entitled to receive: (a) his base salary for
twelve months following the date of termination, (b) payment of any accrued but
unused vacation and sick leave, (c) reimbursement for premiums of the
executive's supplemental disability plan and, for Mr. Hart, supplemental life
insurance plan for 24 months following the date of termination, and (d) payment
of premiums for the executive's group health insurance COBRA continuation
coverage for up to 12 months after the date of termination.

Each of the employment agreements with Dr. Hoffman and Mr. Hart also
provides that if the Company terminates the executive's employment without just
cause or if the executive resigns for good reason, within one month prior to or
13 months following the effective date of a change in control, the executive
will be entitled to receive: (a) his base salary for two years following the
date of termination, (b) payment of any accrued but unused vacation and sick
leave, (c) reimbursement for premiums of the executive's supplemental disability
plan and, for Mr. Hart, supplemental life insurance plan for 24 months following
the date of termination, (d) a bonus in an amount equal to the bonus paid in the
year immediately preceding the change in control, and (e) payment of premiums
for the executive's group health insurance COBRA continuation coverage for up to
18 months after the date of termination. In addition, the vesting of any
outstanding stock options issued to the executive shall be accelerated in full,
and the time during which such options may be exercised will be extended to 24
months following the date of such change in control.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION(2)

The Compensation Committee of the Board of Directors (the "Committee")
is composed of Dr. Jaffe and Mr. Edwards, neither of whom are currently officers
or employees of the Company. The Committee is responsible for establishing the
Company's compensation programs for all employees, including executives. For
executive officers, the Committee evaluates performance and determines
compensation policies and levels.

COMPENSATION PHILOSOPHY

The goals of the compensation program are to align compensation with
business objectives and performance and to enable the Company to attract, retain
and reward executive officers and other key employees who contribute to the
long-term success of the Company and to motivate them to enhance long-term
stockholder value. Key elements of this philosophy are:

o The Company pays competitively with leading biotechnology
companies with which the Company competes for talent. To
ensure that pay is competitive, the Company regularly compares
its pay practices with these companies and sets it pay
parameters based on this review.

o The Company maintains annual incentive opportunities
sufficient to provide motivation to achieve specific
operational goals and to generate rewards that bring total
compensation to competitive levels.

o The Company provides significant equity-based incentives for
executive officers and other key employees to ensure that they
are motivated over the long-term to respond to the Company's
business challenges and opportunities as owners and not just
as employees.

2001 EXECUTIVE COMPENSATION

Base Compensation. Base salaries for executive officers are determined
in part by the Committee in reliance on several pharmaceutical industry
compensation surveys or the prevailing competitive salaries in the biotechnology
sector for similar positions and by evaluating those salary standards against
the achievement by the Company of its corporate goals. The compensation of the
Company's executive officers was compared to equivalent data in the surveys and
competitive market compensation levels to determine base salary. In March 2001,
Dr. Hoffman's base salary was increased by 22%, and each of Mr. Hart's and
Dr. Gerber's base salary was increased by 4%. These increases were due to the
Company's performance in 2000 and the need to remain within the range of
competitive salaries for comparable companies.

Bonus Compensation. The Committee also provides executive officers and
other senior managers of the Company the opportunity to earn annual cash
bonuses. The actual bonus award earned depends on the extent to which the
Company and individual performance objectives are achieved. At the start of each
year, the Committee and the full Board of Directors review and approve the
annual performance objectives for the Company. The Company objectives consist of
operating, strategic and financial goals that are considered to be critical to
the Company's fundamental long-term goal--building stockholder value.

Stock Options. The Company's stock option plan has been established to
provide all employees of the Company, including executive officers, with an
opportunity to share along with stockholders of the Company in the benefits
deriving from the long-term performance of the Company. Stock options typically
have been granted to executive officers when the executive first joins the
Company, in connection with a significant

- ----------
(2) The material in this report is not "soliciting material," is not deemed
"filed" with the SEC, and is not to be incorporated by reference into any filing
of the Company under the 1933 Act or 1934 Act, whether made before or after the
date hereof and irrespective of any general incorporation contained in such
filing.

change in responsibilities and occasionally, to achieve equity within a peer
group. The Committee may grant additional stock options to executives to
continue to retain such executives and provide incentives. The number of shares
subject to each stock option granted is based on anticipated future contribution
and ability to impact corporate results. In 2001, stock options were granted
which become exercisable over a four-year period. These options were granted at
a price that is equal to the fair market value of the Company's Common Stock on
the date of grant.

2001 CEO COMPENSATION

Dr. Hoffman's base salary, bonus and grants of stock options were
determined with the criteria described in the above sections of this report.
Dr. Hoffman's base salary was increased initially to $275,000 in March 2001. In
December 2001, Dr. Hoffman was appointed Chairman of the Board of Directors of
the Company and resigned from his position as President and Chief Executive
Officer. Mr. Hart was appointed President and Chief Executive Officer of the
Company. In connection with Dr. Hoffman's appointment as Chairman of the Board
of Directors, Dr. Hoffman's base salary was increased to $300,000. Dr. Hoffman
will continue to serve as an executive officer of the Company during the period
Mr. Hart assumes his position as President and Chief Executive Officer.
Dr. Hoffman's salary is considered competitive based on a review of salary and
benefit data conducted by the Company for similar transitions at comparable
companies. Dr. Hoffman's fiscal 2001 cash bonus of $32,681 awarded in March 2001
was based upon achieving corporate goals, such as: obtaining Fast Track
designation for RSR13 in brain metastases by the FDA, submitting the
end-of-phase II Chemistry and Manufacturing Controls and non-clinical data to
the FDA, initiating a Phase II study of RSR13 with chemotherapy and continued
enrollment in the brain metastases study.

The periodic stock option grants to Dr. Hoffman in March 2001 for
37,500 shares of Common Stock of the Company, and in July 2001 for 12,500 shares
of Common Stock of the Company, each at 100% of fair market value on the date of
grant, or $6.38 and $4.50 per share, respectively, also reflect the Board's
assessment of the substantial contributions made by Dr. Hoffman to the growth
and performance of the Company.

In December 2001, Mr. Hart's base salary was increased to $300,000,
effective retroactively to October 2001, in connection with his appointment as
President and Chief Executive Officer. In addition, Mr. Hart was granted options
to purchase 100,000 shares of Common Stock of the Company at 100% of fair market
value on the date of grant, or $5.74 per share. Mr. Hart's base salary is
considered competitive based on a review of compensation data for executive
officers at similar companies.

LIMITATION ON DEDUCTION OF COMPENSATION PAID TO CERTAIN EXECUTIVE OFFICERS.

Section 162(m) of the Code limits the Company to a deduction for
federal income tax purposes of no more than $1 million of compensation paid to
certain Named Executive Officers in a taxable year. Compensation above
$1 million may be deducted if it is "performance-based compensation" within the
meaning of the Code.

The statute containing this law and the applicable proposed Treasury
regulations offer a number of transitional exceptions to this deduction limit
for pre-existing compensation plans, arrangements and binding contracts. As a
result, the Compensation Committee believes that at the present time it is quite
unlikely that the compensation paid to any Named Executive Officer in a taxable
year which is subject to the deduction limit will exceed $1 million. Therefore,
the Compensation Committee has not yet established a policy for determining
which forms of incentive compensation awarded to its Named Executive Officers
shall be designed to qualify as "performance-based compensation."

COMPENSATION COMMITTEE

Marvin E. Jaffe, M.D.
Mark G. Edwards

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

As noted above, the Company's compensation committee consists of Dr.
Jaffe and Mr. Edwards. None of the Company's executive officers serve as members
of the board of directors or compensation committee of any entity that has one
or more executive officers who serve on the Company's Board of Directors or
compensation committee.

PERFORMANCE MEASUREMENT COMPARISON(3)

The following graph shows the total stockholder return of an investment
of $100 in cash on March 28, 2000 for (i) the Company's Common Stock, (ii)
Nasdaq Composite Index and (iii) the Nasdaq Biotechnology Index. All values
assume reinvestment of the full amount of all dividends and are calculated as of
December 31 of each year:

Comparison of Cumulative Total Return on Investment

[PERFORMANCE GRAPH]

<Table>
<Caption>
TOTAL RETURN ANALYSIS
3/28/2000 12/29/2000 12/31/2001
--------- ---------- ----------

ALLOS THERAPEUTICS, INC. $100.00 $62.02 $53.39

NASDAQ BIOTECHNOLOGY $100.00 $93.73 $78.54

NASDAQ COMPOSITE $100.00 $51.11 $40.35
</Table>

- ----------
(3) This Section is not "soliciting material," is not deemed "filed" with the
SEC and is not to be incorporated by reference in any filing of the Company
under the 1933 Act or the 1934 Act, whether made before or after the date hereof
and irrespective of any general incorporation language in any such filing.

CERTAIN TRANSACTIONS

On September 24, 2001, the Company entered into a consulting agreement
with Dr. Gerber, pursuant to which Dr. Gerber is required to provide consulting
services as requested from time to time by the Company's executive officers. Dr.
Gerber will receive $2,500 per day for the time he spends actually providing
consulting services. The consulting agreement is for a term of one year from
September 24, 2001, unless terminated earlier pursuant to its terms.

On January 18, 2002, in connection with Mr. Hart's appointment to
President, Chief Executive Officer and Secretary, the Company granted Mr. Hart
stock options to purchase 250,000 shares of Common Stock of the Company at 85%
of the fair market value of the Common Stock, based on the closing price
reported on the Nasdaq National Market on the date prior to the date of grant,
or $5.14 per share. The Board of Directors approved this exercise price based on
the increase in the fair market value of the Common Stock from the date an
agreement was reached to grant Mr. Hart the stock options in connection with his
appointment as President, Chief Executive Officer and Secretary, and the date
the stock options were actually granted.

The Company has entered into agreements to indemnify its directors and
executive officers which provide, among other things, that the Company will
indemnify such executive officer or director for certain expenses including
attorneys' fees, judgments, fines and settlement amounts incurred by any such
person in any action or proceeding by reason of such person's position as a
director, officer, employee, agent or fiduciary of the Company, any subsidiary
of the Company or any other company or enterprise to which such executive
officer or director serves at our request. We believe that these provisions and
agreements are necessary to attract and retain qualified persons as directors
and executive officers.

OTHER MATTERS

The Board of Directors knows of no other matters that will be presented
for consideration at the Annual Meeting. If any other matters are properly
brought before the meeting, it is the intention of the persons named in the
accompanying proxy to vote on such matters in accordance with their best
judgment.

By Order of the Board of Directors

/s/ Michael E. Hart

Michael E. Hart
President, Chief Executive Officer and Secretary

March 20, 2002

PLEASE MARK YOUR [X]
VOTES AS INDICATED
IN THIS EXAMPLE

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR LISTED
BELOW.

PROPOSAL 1: To elect five directors to hold office until the 2003 Annual Meeting
of Stockholders and until their successors are elected.

FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to vote for all nominees
to the contrary below). listed below.
[ ] [ ]

NOMINEES: 01 Stephen J. Hoffman, Ph.D.,M.D., 02 Michael E. Hart, 03 Donald J.
Abraham, Ph.D., 04 Mark G. Edwards and 05 Marvin E. Jaffe, M.D.

To withhold authority to vote for any nominee(s), write such nominee(s)' name(s)
below:

- --------------------------------------------------------------------------------

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.

FOR AGAINST ABSTAIN
PROPOSAL 2: To ratify selection of [ ] [ ] [ ]
PricewaterhouseCoopers LLP
as independent auditors of
the Company for its fiscal
year ending December 31, 2002.

By checking the box to the right, I consent to future access of the [ ]
Annual Reports, Proxy Statements, prospectuses and other communications
electronically via the Internet. I understand that the Company may no
longer distribute printed materials to me from any future shareholder
meeting until such consent is revoked. I understand that I may revoke
my consent at any time by contacting the Company's transfer agent,
Mellon Investor Services LLC, Ridgefield Park, NJ and that costs
normally associated with electronic access, such as usage and telephone
charges, will be my responsibility. Please disregard if you have
previously provided your consent decision.

Dated
---------------------------------------------------------------

--------------------------------------------------------------------

- --------------------------------------------------------------------------------
SIGNATURE(S)

Please sign exactly as your name appears hereon. If the stock is
registered in the names of two or more persons, each should sign.
Executors, administrators, trustees, guardians and attorneys-in-fact
should add their titles. If signer is a corporation, please give
full corporate name and have a duly authorized officer sign, stating
title. If signer is a partnership, please sign in partnership name
by authorized person.

Please vote, date and promptly return this proxy in the enclosed
return envelope, which is postage prepaid if mailed in the United
States.

- --------------------------------------------------------------------------------
o FOLD AND DETACH HERE o

VOTE BY INTERNET OR TELEPHONE OR MAIL
24 HOURS A DAY, 7 DAYS A WEEK

INTERNET AND TELEPHONE VOTING IS AVAILABLE THROUGH 4PM EASTERN TIME THE
BUSINESS DAY PRIOR TO ANNUAL MEETING DAY.

YOUR INTERNET OR TELEPHONE VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES
IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.

<Table>

INTERNET TELEPHONE
http://www.eproxy.com/alth 1-800-435-6710 MAIL
Use the Internet to vote your Use any touch-tone telephone to Mark, sign and date
proxy. Have your proxy card in vote your proxy. Have your proxy your proxy card
hand when you access the web OR card in hand when you call. You will OR and
site. You will be prompted to enter be prompted to enter your control return it in the
your control number, located in number, located in the box below, enclosed postage-paid
the box below, to create and submit and then follow the directions given. envelope.
an electronic ballot.
</Table>

IF YOU VOTE YOUR PROXY BY INTERNET OR BY TELEPHONE,
YOU DO NOT NEED TO MAIL BACK YOUR PROXY CARD.

YOU CAN VIEW THE ANNUAL REPORT AND PROXY STATEMENT
ON THE INTERNET AT www.allos.com

ALLOS THERAPEUTICS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF
STOCKHOLDERS
TO BE HELD ON APRIL 23, 2002

The undersigned hereby appoints Stephen J. Hoffman and Michael E. Hart, and
each of them, as attorneys and proxies of the undersigned, with full power of
substitution, to vote all of the shares of stock of Allos Therapeutics, Inc.
which the undersigned may be entitled to vote at the Annual Meeting of
Stockholders of Allos Therapeutics, Inc. to be held at the The Omni Interlocken
Resort, 500 Interlocken Blvd., Broomfield, Colorado on Tuesday, April 23, 2002
at 8:30 a.m. (local time), and at any and all postponements, continuations and
adjournments thereof, with all powers that the undersigned would possess if
personally present, upon and in respect of the following matters and in
accordance with the following instructions, with discretionary authority as to
any and all other matters that may properly come before the meeting.

UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2, AS MORE SPECIFICALLY DESCRIBED
IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL
BE VOTED IN ACCORDANCE THEREWITH.

(CONTINUED ON OTHER SIDE)

- --------------------------------------------------------------------------------
o FOLD AND DETACH HERE o