CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED.
Third Amendment To
Screening Services Agreement
This Third Amendment To Screening Services Agreement (this "TRAP Third Amendment") is made and dated as
of February 14, 2001, (the "Third Amendment Effective Date"), by and between Sanwa Kagaku Kenkyusho
Co., Ltd., a Japanese corporation ("Sanwa") and Telik Inc., a Delaware corporation ("Telik").
A. Sanwa and Telik are parties to that Screening Services Agreement dated as of December 20, 1996 as
amended by that First Amendment to Screening Services Agreement dated September 24, 1997 and that
Second Amendment to Screening Services Agreement dated October 29, 1998 (the "TRAP Agreement").
B. Sanwa and Telik are entering into a Master Amendment Agreement of even date herewith in connection with
which, as one of the conditions to Sanwa paying Telik the amount set forth therein, the parties have agreed to
execute and deliver this TRAP Third Amendment.
NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the
adequacy and receipt of which are hereby acknowledged, the parties hereby agree as follows:
1. Amendments. The TRAP Agreement is hereby amended as follows:
A. Section 1.1 is hereby revised in its entirety to read as follows:
1.1 Selected Targets. From time to time during the term of this Agreement, Sanwa may notify Telik of a Sanwa
Target, or pursuant to the terms of Section 1.5, a Third Party Target, (collectively "Selected Target") which
Sanwa wishes to use in screening compounds submitted by Telik; provided, however, Sanwa may not submit
[*] Selected Targets (not including Excluded Targets) during the term of this Agreement as set forth in Section
B. Section 1.2 is hereby revised in its entirety to re