It is Telik’s policy to conduct all of its activities in accordance with the highest principles of ethics. Although our organization requires employees, consultants and directors to serve numerous functions, we believe we should follow certain business practices and principles of behavior throughout our operations. This Code is intended to serve as a guide to help us maintain the highest ethical and professional standards in each of our Telik relationships.


The Code is not exhaustive. The Code addresses certain behaviors that are particularly important, but these are only part of our overall commitment to the proper treatment of, and dealings with, our coworkers, customers, contractors, vendors, competitors, federal, state, local and foreign governments, stockholders and members of the community. Since the Code depends on the honesty, fairness and integrity brought to the job by every person in the organization, each of us has a critical role to play.


This Code applies to all employees and directors of, and consultants to, Telik.




Obeying the law, both in letter and in spirit, is the foundation of this Code. Our success depends upon each person’s operating within legal guidelines and cooperating with local, national and international authorities. We expect employees to understand the legal and regulatory requirements applicable to their area of responsibility. If you do have a question in the area of legal compliance, it is important that you seek answers from your supervisor or the Compliance Officer (as further described below).


Disregard of the law will not be tolerated. Violation of domestic or foreign laws, rules and regulations may subject you, as well as Telik, to civil and/or criminal penalties. Conduct and records, including emails, are subject to internal and external audits, and to discovery by third parties in the event of a government investigation or civil litigation.




You are critical to the success of Telik, and our policy is to treat you with fairness and respect.


Telik is an equal opportunity employer. We do not tolerate discrimination against applicants or employees based on race, religion, gender, age, marital status, national origin, sexual orientation, citizenship status, or disability. We prohibit discrimination in decisions concerning recruitment, hiring, compensation, benefits, training, termination, promotions, or any other condition of employment or career development.


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We are committed to providing a work environment that is free from discrimination and/or harassment of any type. We will not tolerate the use of discriminatory slurs; unwelcome, unsolicited sexual advances or harassment; or any other remarks, jokes or conduct that create or foster an offensive or hostile work environment. Each person, at every level of the organization, must act with respect and civility toward customers, coworkers and outside firms.




Each employee must ensure that all Telik documents are completed accurately, truthfully, in a timely manner, and, when applicable, are properly authorized.


Financial activities are to be recorded in compliance with all applicable laws and accounting practices. To ensure that accurate financial and administrative information is maintained, you should not permit or take any action that would result in the inaccurate recording of entries in Telik’s books, records and ledgers. We require that:



no entry be made in our books and records that intentionally hides or disguises the nature of any transaction or of any of our liabilities, or misclassifies any transactions as to accounts or accounting periods;



transactions be supported by appropriate documentation;



the terms of sales and other commercial transactions be reflected accurately in the documentation for those transactions and our books and records reflect such documentation and be accurate and complete;



all employees comply with our system of internal controls; and



no cash or other assets be maintained for any purpose in any unrecorded or “off-the-books” fund.


Our accounting records are also relied upon to produce reports for our management, stockholders and creditors, as well as for governmental agencies. In particular, we rely upon our accounting and other business and corporate records in preparing the periodic and current reports that we file with the SEC. These reports must provide full, fair, accurate, timely and understandable disclosure and fairly present our financial condition and results of operations in all material respects. All persons who collect, provide or analyze information for or otherwise contribute in any way in preparing or verifying these reports should strive to ensure that our financial disclosure is accurate and transparent and that our reports contain all of the information about Telik that would be important to enable stockholders and potential investors to assess the soundness and risks of our business and finances and the quality and integrity of our accounting and disclosures. In addition:



no employee may take or authorize any action that would cause our financial records or financial disclosure to fail to comply with generally accepted accounting principles, the rules and regulations of the SEC or other applicable laws, rules and regulations;


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all employees must cooperate fully with our Accounting Department, as well as our independent public accountants and counsel, respond to their questions with candor and provide them with complete and accurate information to help ensure that our books and records, as well as our statements and reports filed with the SEC, are accurate and complete; and



no employee should knowingly make (or cause or encourage any other person to make) any false or misleading statement in any of our statements and reports filed with the SEC or knowingly omit (or cause or encourage any other person to omit) any information necessary to make the disclosure in any of our statements and reports accurate in all material respects.


Any person who becomes aware of any departure from these standards has a responsibility to report his or her knowledge promptly to a supervisor, the Compliance Officer or one of the other compliance resources described in Section 17.




No person may participate in any way in the unlawful or unethical receipt or payment of Telik or other funds, or in maintaining any unrecorded cash or non-cash funds or assets for the purpose of any unlawful or unethical receipts or payments.




Because Telik is subject to a variety of government regulations, particular care must be taken to ensure that no inaccurate or misleading reports, certifications, claims or statements are made to any government agency or official.


Any attempt, or activity that could be perceived as an attempt to improperly influence government officials and employees to obtain or reward favorable treatment must be avoided.




To maintain the highest degree of integrity in the conduct of Telik’s business and to maintain your independent judgment, you should avoid any activity involving personal interest that creates, or has the appearance of creating, a conflict between your interests and the interests of Telik. A conflict of interest is defined as any situation in which a person has two or more duties or interests that are mutually incompatible and may tend to conflict with the proper and impartial discharge of that person’s duties, responsibilities or obligations to Telik.


If you have any questions about a potential conflict or if you become aware of an actual or potential conflict, you should discuss the matter with your supervisor or the Compliance Officer. Factors you should consider in evaluating a potential conflict of interest include:



Could my outside business or financial interests adversely affect my job performance or my judgment on behalf of Telik?


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Could my outside business or financial interests adversely affect the job performance or judgment of others with whom I work?



Can I reasonably conduct my activity outside of normal work hours?



Will I be using Telik equipment, materials or proprietary or confidential information in my activities?



Could the activity have any potential adverse or beneficial impact on Telik’s business or its relationships with customers, partners, suppliers or other service providers?



Could the activity enhance or support a competitor’s position?



Could the activity result in financial or other benefit (direct or indirect) to me or one of Telik’s customers, partners, suppliers or other service providers?



Could the activity appear improper to an outside observer?


Loans to, or guarantees of obligations of, you or your family members, by Telik could constitute an improper personal benefit to the recipients of these loans or guarantees, depending on the facts and circumstances. Some loans are expressly prohibited by law and applicable law requires that our Board of Directors approve all loans and guarantees to employees. As a result, all loans and guarantees by Telik must be approved by the Compliance Officer, and by the Audit Committee if with respect to an officer or director.


In general, any transaction constituting a conflict of interest must be approved by your supervisor or the Compliance Officer. A transaction involving an executive officer (including, where required by applicable laws, our principal executive officer, principal financial officer, principal accounting officer or controller (or persons performing similar functions)) or directors may be authorized only by our Board of Directors or a committee of the Board, to the extent permitted by applicable regulatory and Nasdaq rules and will be disclosed to stockholders as required by applicable laws, rules and regulations.




Giving or receiving gifts to an existing or potential customer, supplier or competitor may be construed as attempts to influence the performance of duties or to favor certain individuals or companies. Neither you nor any member of your immediate family may request, accept or give any gifts in connection with our business other than small, limited gifts and consumables up to a $200 value without the approval of the Chief Financial Officer. This includes gifts, payments, consulting fees, loans, travel or other benefits of value received directly or indirectly from any existing or potential customer, supplier or competitor. You may offer or accept gifts of a nominal or token value motivated by commonly accepted business courtesies. However, any gift that could create an obligation to the donor or recipient, or influence the business relationship with the donor or recipient, should not be accepted or offered.


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Under some statutes, giving anything of value to a local, state, federal or foreign government official to obtain or retain business or favorable treatment is a criminal act subject to prosecution and conviction. Discuss with your supervisor or the Compliance Officer any proposed entertainment or gifts if you are uncertain about their appropriateness.


Appropriate business entertainment of non-government employees occurring in connection with business discussions or the development of business relationships is generally deemed appropriate in the conduct of official business. For example, it is an acceptable practice for you to provide or accept an occasional meal or outings with vendors or customers, if there is a valid business purpose involved and the expense is not extravagant. Entertainment in any form that would likely result in a feeling or expectation of personal obligation should not be extended or accepted.




Telik’s activities are governed by federal and state antitrust and trade regulation statutes. There are many types of activities that may, in some cases, be violations of federal and state antitrust laws. For example, various activities, the effect or intent of which is to fix prices, allocate markets, or otherwise reduce competition, may violate the antitrust laws. Such activities may include certain types of discussions, meetings or arrangements with Telik’s competitors, agreements, (whether formal or informal, written or oral), or any joint activity involving Telik and any other party.


Competitive information must be gathered with care. We must conduct all interactions with competitors, including social activities, as if they were completely in the public view, because they may later be subject to examination and unfavorable interpretation. If you have any questions about whether it is appropriate to obtain particular information, contact your supervisor or Compliance Officer.




Much of the information we use is confidential, privileged, proprietary or of competitive value to Telik. This confidential information may have been developed by us or may belong to others, and we are required to keep it confidential. In both instances, you must be careful to guard against disclosure of the information to any individuals outside Telik. In addition, in the course of serving our customers, you may learn confidential or proprietary information about them. It is equally important that you guard against the disclosure of our customers’ confidential information.


You must exercise the utmost care when dealing with confidential information. All Telik emails, voicemails and other communications are presumed confidential and should not be forwarded or otherwise disseminated to individuals outside of Telik, except where required for Telik-related business reasons.


Your obligation to treat certain information as confidential does not end when you leave Telik. You may not disclose any confidential information to a new employer or to others after ceasing to be a Telik employee, director or consultant.


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No person who has access to confidential (or “inside”) information is permitted to use or share that information for stock trading purposes or for any other purpose except to conduct our business. All non-public information about Telik or about companies with which we do business is considered confidential information. Using material non-public information to buy or sell securities, including “tipping” others who might make an investment decision based on this information, is not only unethical, it is illegal. You must exercise the utmost care when handling material inside information. We have adopted a separate Insider Trading Policy to which you are bound. You should consult the Insider Trading Policy for more specific information on the definition of “material inside information” and on buying and selling our securities or securities of companies with which we do business.




It is our policy to disclose to the public all material information concerning Telik through channels such as press releases so that those who have an interest in Telik and our securities will have equal access to the information. At the same time, we must be prudent in our dealings with the media. Unless you are a designated spokesperson or are otherwise authorized to speak on behalf of Telik, you should not communicate with the media or in other public forums.




Telik supports and encourages your involvement in community activities and professional organizations, including Telik-sponsored charitable activities and fundraisers. Involvement with these types of activities, however, should not adversely affect attention to Telik duties or the quality of work performed for Telik.




You are expected to comply with the laws in all countries in which we operate. The fact that in some countries certain laws prohibiting particular conduct are not enforced in practice, or that violation is not subject to public criticism or censure, will not excuse noncompliance. You also must comply strictly with United States laws and regulations applicable to the conduct of business outside the United States.




It is extremely important that you take all necessary measures to ensure the security of your computer and any computer or voicemail passwords. You must not include sensitive or confidential information in any messages that are widely distributed or sent outside Telik unless you use Telik-approved security techniques. If you have any reason to believe that your password or the security of a Telik technological resource has been compromised, then you must change your password immediately and report the incident to your manager and the system administrator.


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Whenever you use a Telik computer or communications resource to send e-mail, voicemail or to access Internet services, remember that you are acting as a representative of Telik. Your use of Telik resources could reflect poorly on Telik, damage our reputation, and expose you personally and Telik to legal liability. In addition, all e-mail, voicemail and personal files stored on Telik computers are Telik’s property. You should therefore have no expectation of privacy in connection with these resources.


The use of technological resources must be consistent with all other Telik policies, including those relating to sexual harassment, privacy, patents, copyrights and trademarks. You are prohibited from using Telik’s technological resources to transmit, display, store, publish or purposely receive pornographic, obscene or sexually explicit material.




We all have a duty to safeguard Telik’s assets, including our physical facilities and equipment, computers, computer software, records, customer information, manpower, and Telik names and trademarks. Telik assets should be used for Telik business only.


All Telik purchases should be made strictly on the basis of quality, suitability, service, price and efficiency. We should treat our suppliers fairly and equitably. It is Telik policy to award orders and contracts on the basis of merit and without favoritism.


16.    WAIVERS


Any waiver of this Code requires approval of the Compliance Officer. Any waiver with respect to executive officers (including, where required by applicable laws, our principal executive officer, principal financial officer, principal accounting officer or controller (or persons performing similar functions)) or directors may be authorized only by our Board of Directors or a committee of the Board, to the extent permitted by applicable regulatory and Nasdaq rules and will be disclosed to stockholders as required by applicable laws, rules and regulations.




Compliance Resources


To facilitate compliance with this Code, we have implemented a program of code awareness, training and review. We have established the position of Compliance Officer to oversee our legal compliance and ethics program. The Compliance Officer is a person to whom you can address any questions or concerns, complaints or observations regarding suspected Code violations. The Compliance Officer, William Kaplan, VP Legal Affairs, can be reached at extension 7721 or e-mail In addition to fielding questions, concerns, complaints or observations regarding suspected Code violations, the Compliance Officer is responsible for:


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investigating possible violations of the Code;



training new employees in Code policies and obtaining acknowledgments that each new employee has read and understands the Code;



conducting training sessions and distributing to employees copies of the Code as appropriate with a reminder that they are responsible for reading, understanding and complying with the Code;



obtaining annual acknowledgments from each employee that he or she has read and understands the Code;



updating the Code as needed (and alerting employees to any such update), with appropriate approval of the Audit Committee, to reflect changes in the law, operations and in recognized best practices; and



otherwise promoting an atmosphere of responsible and ethical conduct.


The Compliance Officer will investigate all reported possible Code violations promptly and confidentially as appropriate under the specific circumstances.


Your most immediate resource for any matter related to the Code is your supervisor. He or she may have the information you need or may be able to refer the question to another appropriate source. There may, however, be times when you prefer not to go to your supervisor. In these instances, you should feel free to discuss your concern with the Compliance Officer. If you are uncomfortable speaking with the Compliance Officer because he or she works in your department or is one of your supervisors, please contact the Chief Operating Officer. In addition, if your concern involves potential misconduct by another person and relates to questionable accounting, internal accounting controls or auditing matters, you may report directly to the Audit Committee as set forth below in this Section 17.


Concerns, Complaints or Observations Relating to Accounting, Internal Accounting Controls and Auditing Matters


You should inform the Compliance Officer of any concerns, complaints or observations regarding questionable accounting, internal accounting controls or auditing matters (collectively “Accounting Matters”). Concerns or complaints regarding retaliation for reporting concerns, complaints or observations regarding Accounting Matters may also be reported to the Compliance Officer by calling (650) 845-7721 or emailing If you report any concerns, complaints or observations regarding Accounting Matters to the Compliance Officer, the Compliance Officer shall promptly inform the Audit Committee of our Board of Directors. You may also report any concerns, complaints or observations regarding Accounting Matters directly to the Audit Committee by calling (650) 845-7725. Reported concerns and complaints regarding Accounting Matters will be investigated promptly and confidentially as appropriate based on the specific circumstances. The Audit Committee has established procedures for the receipt, retention and treatment of concerns and complaints regarding Accounting Matters.


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Clarifying Questions and Concerns; Reporting Possible Violations


If you encounter a situation or are considering a course of action and its appropriateness is unclear, discuss the matter promptly with your supervisor or the Compliance Officer; even the appearance of impropriety can be very damaging and should be avoided.


If you are aware of a suspected or actual violation of Code standards by others, you have a responsibility to report it. Whether you choose to speak with your supervisor or the Compliance Officer, you should do so without fear of any form of retaliation. We will take prompt disciplinary action against any person in the organization who retaliates against you. We have adopted a separate Non-Retaliation Policy which prohibits any employee from being subject to disciplinary or retaliatory action by Telik or any of our employees as discussed in such policy.


The complaint procedure is intended to ensure that employees have a mechanism that allows the employee to bypass a supervisor he or she believes is engaged in prohibited conduct. You are expected to promptly provide a compliance resource with a specific description of the violation that you believe has occurred, including any information you have about the persons involved and the time of the violation. Supervisors must promptly report any concerns, complaints or observations of Code violations to the Compliance Officer, as discussed above. If you believe your supervisor has not taken appropriate action, you should contact the Compliance Officer, as discussed above, directly. You may also contact the Audit Committee directly, as discussed above. Neither you nor your supervisor may conduct any preliminary investigation, unless authorized to do so by the Compliance Officer or member of the Audit Committee, as discussed above.


If a complaining employee wishes to disclose his or her identity, the employee may do so. Confidentiality of the employee submitting the complaint will be maintained to the extent consistent with the need to conduct an adequate investigation. Your cooperation in the investigation will be expected. Anonymous reports should be factual instead of speculative or conclusory, and should contain as much specific information as possible to allow the Compliance Officer and other persons investigating the report to adequately assess the nature, extent and urgency of the situation. Employees should realize that if an anonymous complaint cannot be properly investigated without additional information, we may have to close the matter for lack of sufficient information.


In the course of any investigation, we may find it necessary to share information with others on a “need to know” basis. As needed, the Compliance Officer will consult with legal counsel, other members of management, the Human Resources department and/or the Audit Committee or Nominating Committee.


If the investigation indicates that a violation of the Code, including with respect to Accounting Matters, has probably occurred, we will take such action as we believe to be appropriate under the circumstances. If we determine that an employee is responsible for a Code violation, he or she will be subject to disciplinary action up to, and including, termination of employment and, in appropriate cases, civil action or referral for criminal prosecution. Appropriate action may also be taken to deter any future Code violations.


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