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
This Third Amendment To Collaboration Agreement (this "Collaboration Third Amendment") is made and
entered into as of this 14th day of February, 2001 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 Collaboration Agreement dated as of December 20, 1996 as amended by
that certain First Amendment to Collaboration Agreement dated September 24, 1997 and that Second
Amendment to Collaboration Agreement dated October 29, 1998 (the "Collaboration Agreement") pursuant to
which the Parties have jointly engaged in research to identify one or more compounds which activate the insulin
signal transduction pathway and appear to be useful for treatment of diabetes mellitus or insulin resistance in
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 Collaboration 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 Collaboration Agreement is hereby amended as follows:
A. Section 2.1 is amended in its entirety as follows:
"The Parties will participate in a program (the "Research Program") to research and discover novel compounds in
the Field. The Research Program shall commence on the Effective Date and continue until the fifth anniversary of
the Effective Date, unless (i) terminated pursuant to Sectio