CHANGE OF CONTROL SEVERANCE BENEFIT PLAN

Exhibit 10.1

TELIK, INC.

CHANGE OF CONTROL SEVERANCE BENEFIT PLAN

ESTABLISHED ON FEBRUARY 21, 2003

AMENDED BY THE COMPENSATION COMMITTEE OF THE

BOARD OF DIRECTORS ON DECEMBER 17, 2008

The purpose of the Telik, Inc. Change of Control Severance Benefit Plan (the " Plan ") is to provide for the payment of severance benefits to certain eligible employees of Telik, Inc. (the " Company ") whose employment with the Company is terminated under specified circumstances following a Change of Control. Except as provided in Section 4(b) below, this Plan shall supersede any severance benefit plan, policy or practice previously maintained by the Company. This Plan document is also the Summary Plan Description for the Plan.

For purposes of the Plan, the following terms are defined as follows:

(a) " Annual Target Bonus " means the Eligible Employee’s target cash bonus.

(b) " Base Salary " means the Eligible Employee’s annual base salary.

(c) " Board " means the Board of Directors of the Company.

(d) " Change of Control " means the occurrence in a single transaction or in a series of related transactions of any one or more of the following events:

(i) any person (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended) becomes the owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.

(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not own, directly or indirectly, outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or more than 50% of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction; or

(iii) there is consummated a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity, more than 50% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale, lease, license or other disposition.

Once a Change of Control has occurred, no future events will constitute a Change of Control for purposes of the Plan.

(e) " Company " means Telik, Inc. or, following a Change of Control, the surviving entity resulting from such transaction or the parent company of such surviving entity.

(f) " Covered Benefit Plan " means any group health, dental, or vision, group term life, accidental death and dismemberment, optional group term life, short term disability and long term disability plan sponsored by the Company for the benefit of its employees.

(g) " Covered Termination " means either an Involuntary Termination Without Cause or a voluntary termination by an Eligible Employee for any reason or no reason, in either case which occurs on or within 12 months following the effective date of a Change of Control, provided that any such termination must constitute a "separation from service" within the meaning of Treasury Regulation Section 1.409A-1(h).

(h) " Eligible Employee " means an employee of the Company who has been designated by the Board as a participant and whose employment with the Company terminates due to a Covered Termination.

(i) " Involuntary Termination Without Cause " means an Eligible Employee’s involuntary termination of employment by the Company for a reason other than Cause. " Cause " means the occurrence of any one or more of the following:

(i) the Eligible Employee’s conviction of, or plea of no contest with respect to, any crime involving fraud, dishonesty or moral turpitude;

(ii) the Eligible Employee’s attempted commission of or participation in a fraud or act of dishonesty against the Company that results in (or might have reasonably resulted in) material harm to the business of the Company;

(iii) the Eligible Employee’s intentional, material violation of any contract or agreement between the Eligible Employee and the Company or any statutory duty the Eligible Employee owes to the Company; or

(iv) the Eligible Employee’s conduct that constitutes gross misconduct, insubordination, incompetence or habitual neglect of duties and that results in (or might have reasonably resulted in) material harm to the business of the Company.

The conduct described under clause (iii) or (iv) above will only constitute Cause if such conduct is not cured within 15 days after the Eligible Employee’s receipt of written notice from the Company or the Board specifying the particulars of the conduct that may constitute Cause.

(j) " Participation Agreement " means the agreement executed by the Company and an Eligible Employee pursuant to which such Eligible Employee will participate in the Plan.

Subject to the requirement set forth in this Section, the Company will provide the severance benefits described in Section 4 to Eligible Employees who suffer a Covered Termination. To receive benefits under this Plan, an Eligible Employee must execute and return to the Company a release of claims in favor of the Company, in substantially the form attached to this Plan as Exhibit A, Exhibit B or Exhibit C (the " Release ") and allow such Release to become effective no later than sixty (60) days following the Eligible Employee’s termination of employment.

(a) Severance Benefits. Each Eligible Employee shall be designated as a either a Level I, Level II or Level III Eligible Employee. The severance benefits under the Plan shall be provided to each Eligible Employee based on his or her designation as a Level I, Level II or Level III Eligible Employee, in the respective amounts provided in APPENDIX A, APPENDIX B or APPENDIX C attached hereto.

(b) Certain Reductions. The Company shall reduce an Eligible Employee’s severance benefits under this Plan, to the greatest extent possible, by any other severance benefits, pay in lieu of notice, or other similar benefits payable to the Eligible Employee by the Company in connection with the Eligible Employee’s termination of employment pursuant to (i) any applicable legal requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act (also known as the " WARN Act "), (ii) an individually negotiated contract or agreement by and between an Eligible Employee and the Company relating to severance benefits that may be payable following a Change of Control that is in effect on his or her termination date, unless the Eligible Employee has expressly waived his or her rights under such individually negotiated contract or agreement in the applicable Participation Agreement, or (iii) any Company policy or practice providing for the Eligible Employee to remain on the payroll for a limited period of time after being given notice of the termination of the Eligible Employee’s employment. The benefits provided under the Plan are intended to satisfy, to the greatest extent possible, any and all statutory obligations that may arise out of an Eligible Employee’s termination of employment, and the Plan Administrator shall so construe and implement the terms of the Plan. Such reductions will be applied on a retroactive basis if applicable, with severance benefits previously paid being recharacterized as payments pursuant to the Company’s statutory obligations.

(a) Mitigation. Except as otherwise specifically provided herein with respect to Covered Benefit Plan coverage, an Eligible Employee shall not be required to mitigate damages or the amount of any payment provided under the Plan by seeking other employment or otherwise, nor shall the amount of any payment provided for under the Plan be reduced by any compensation earned by an Eligible Employee as a result of employment by another employer or any retirement benefits received by such Eligible Employee after the date of the Covered Termination.

(b) Termination of Benefits. An Eligible Employee will forfeit his or her whole right to benefits under the Plan immediately if the Eligible Employee, at any time, violates any proprietary information or confidentiality obligation to the Company.

(c) Non-Duplication of Benefits. No Eligible Employee is eligible to receive benefits under the Plan more than one time.

(d) Withholding . All payments under the Plan will be subject to all applicable withholding obligations of the Company, including, without limitation, obligations to withhold for federal, state and local income and employment taxes.

(e) Indebtedness of Eligible Employees. If an Eligible Employee is indebted to the Company or an affiliate of the Company on the date of his or her Covered Termination, the Company reserves the right to offset any severance benefits under the Plan by the amount of such indebtedness.

(a) General Rules . In no event shall any payments or benefits be provided under the Plan prior to the effective date of the Release. Except as set forth in Section 6(b) below, all lump sum cash severance payments will be paid on the 60 ^th day following the Eligible Employee’s termination date.

(b) Application of Section 409A. It is intended that each installment of the payments and benefits provided under this Plan (the " Severance Benefits ") is a separate "payment" for purposes Section 1.409A-2(b)(2)(i) of the Treasury Regulations. It is intended that payments of the Severance Benefits satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the " Code ") and the Treasury Regulations and other guidance thereunder and any state law of similar effect (collectively " Section 409A ") provided under Sections 1.409A-1(b)(4) and 1.409A-1(b)(5) of the Treasury Regulations. However, if the Plan Administrator determines that the Severance Benefits constitute "deferred compensation" under Section 409A and the Eligible Employee is, on his or her separation from service, a "specified employee" of the Company (as such term is defined in Section 409A(a)(2)(B)(i) of the Code) then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences to the Eligible Employee under Section 409A, the timing of the payment of the Severance Benefits shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the Eligible Employee’s separation from service and (ii) the date of the Eligible Employee’s death (such applicable date,

the "Specified Employee Initial Payment Date" ), the Company shall (A) pay to the Eligible Employee a lump sum amount equal to the sum of the Severance Benefits that the Eligible Employee would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section 6(b) and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Plan.

(a) Exclusive Discretion. The Plan Administrator shall have the exclusive discretion and authority to establish rules, forms, and procedures for the administration of the Plan and to construe and interpret the Plan and to decide any and all questions of fact, interpretation, definition, computation or administration arising in connection with the operation of the Plan, including, but not limited to, the eligibility to participate in the Plan and amount of benefits paid under the Plan. The rules, interpretations, computations and other actions of the Plan Administrator shall be binding and conclusive on all persons.

(b) Amendment or Termination. The Company reserves the right to amend or terminate the Plan (including the Exhibits and Appendices attached hereto) and the benefits provided hereunder at any time.

(c) Absence of Other Agreements; Conflicts. The Plan and an Eligible Employee’s Participation Agreement, and any subsequently adopted amendment to either of these documents, shall constitute the entire agreement between the Company and such Eligible Employee regarding benefits under the Plan. No oral statement regarding the Plan may be relied upon by an Eligible Employee. If there are any conflicts between the terms of the Plan and an Eligible Employee’s Participation Agreement, the terms of the Plan shall control.

The Plan shall not be deemed (i) to give any employee or other person any right to be retained in the employ of the Company or (ii) to interfere with the right of the Company to discharge any employee or other person at any time, with or without cause, which right is hereby reserved.

The Plan is intended to be governed by and shall be construed in accordance with the Employee Retirement Income Security Act of 1974 (" ERISA ") and, to the extent not preempted by ERISA, the laws of the State of California.

(a) Applications for Benefits and Inquiries. Any application for benefits, inquiries about the Plan or inquiries about present or future rights under the Plan must be submitted to the Plan Administrator in writing by an applicant (or his or her authorized representative) at the following address:

Telik, Inc.

3165 Porter Drive

Palo Alto, CA 94304

(b) Denial of Claims. In the event that any application for benefits is denied in whole or in part, the Plan Administrator must provide the applicant with written or electronic notice of the denial of the application, and of the applicant’s right to review the denial. Any electronic notice will comply with the regulations of the U.S. Department of Labor. The notice of denial will be set forth in a manner designed to be understood by the applicant and will include the following:

(i) the specific reason or reasons for the denial;

(ii) references to the specific Plan provisions upon which the denial is based;

(iii) a description of any additional information or material that the Plan Administrator needs to complete the review and an explanation of why such information or material is necessary; and

(iv) an explanation of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the applicant’s right to bring a civil action under Section 502(a) of ERISA following a denial on review of the claim, as described in Section 9(d) below.

This notice of denial will be given to the applicant within 90 days after the Plan Administrator receives the application, unless special circumstances require an extension of time, in which case, the Plan Administrator has up to an additional 90 days for processing the application. If an extension of time for processing is required, written notice of the extension will be furnished to the applicant before the end of the initial 90 day period.

This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to render its decision on the application.

(c) Request for a Review. Any person (or that person’s authorized representative) for whom an application for benefits is denied, in whole or in part, may appeal the denial by submitting a request for a review to the Plan Administrator within 60 days after the application is denied to the following address:

Telik, Inc.

3165 Porter Drive

Palo Alto, CA 94304

A request for review must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant feels are pertinent. The applicant (or his or her representative) shall have the opportunity to submit (or the Plan Administrator may require the applicant to submit) written comments, documents, records, and

other information relating to his or her claim. The applicant (or his or her representative) shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim. The review shall take into account all comments, documents, records and other information submitted by the applicant (or his or her representative) relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(d) Decision on Review. The Plan Administrator will act on each request for review within 60 days after receipt of the request, unless special circumstances require an extension of time (not to exceed an additional 60 days), for processing the request for a review. If an extension for review is required, written notice of the extension will be furnished to the applicant within the initial 60 day period. This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to render its decision on the review. The Plan Administrator will give prompt, written or electronic notice of its decision to the applicant. Any electronic notice will comply with the regulations of the U.S. Department of Labor. In the event that the Plan Administrator confirms the denial of the application for benefits in whole or in part, the notice will set forth, in a manner calculated to be understood by the applicant, the following:

(i) the specific reason or reasons for the denial;

(ii) references to the specific Plan provisions upon which the denial is based;

(iii) a statement that the applicant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim; and

(iv) a statement of the applicant’s right to bring a civil action under Section 502(a) of ERISA.

(e) Rules and Procedures. The Plan Administrator will establish rules and procedures, consistent with the Plan and with ERISA, as necessary and appropriate in carrying out its responsibilities in reviewing benefit claims. The Plan Administrator may require an applicant who wishes to submit additional information in connection with an appeal from the denial of benefits to do so at the applicant’s own expense.

(f) Exhaustion of Remedies. No legal action for benefits under the Plan may be brought until the claimant (i) has submitted a written application for benefits in accordance with the procedures described by Section 9(a) above, (ii) has been notified by the Plan Administrator that the application is denied, (iii) has filed a written request for a review of the application in accordance with the appeal procedure described in Section 9(c) above, and (iv) has been notified that the Plan Administrator has denied the appeal. Notwithstanding the foregoing, if the Plan Administrator does not respond to a Participant’s claim or appeal within the relevant time limits specified in this Section 9, the Participant may bring legal action for benefits under the Plan pursuant to Section 502(a) of ERISA.

All benefits under the Plan shall be paid by the Company. The Plan shall be unfunded, and benefits hereunder shall be paid only from the general assets of the Company.

(a) Employer and Plan Identification Numbers. The Employer Identification Number assigned to the Company (which is the " Plan Sponsor " as that term is used in ERISA) by the Internal Revenue Service is 93-0987903. The Plan Number assigned to the Plan by the Plan Sponsor pursuant to the instructions of the Internal Revenue Service is 510.

(b) Ending Date for Plan’s Fiscal Year. The date of the end of the fiscal year for the purpose of maintaining the Plan’s records is December 31.

(c) Agent for the Service of Legal Process . The agent for the service of legal process with respect to the Plan is Telik, Inc., 3165 Porter Drive, Palo Alto, CA 94304.

(d) Plan Sponsor and Administrator. The " Plan Sponsor " and the " Plan Administrator " of the Plan is Telik, Inc., 3165 Porter Drive, Palo Alto, CA 94304. The Plan Sponsor’s and Plan Administrator’s telephone number is (650) 845-7700. The Plan Administrator is the named fiduciary charged with the responsibility for administering the Plan.

Participants in this Plan (which is a welfare benefit plan sponsored by the Company) are entitled to certain rights and protections under ERISA. If you are an Eligible Employee, you are considered a participant in the Plan and, under ERISA, you are entitled to:

(a) Receive Information About Your Plan and Benefits.

(i) Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as worksites, all documents governing the Plan and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration;

(ii) Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan and copies of the latest annual report (Form 5500 Series) and updated Summary Plan Description. The Administrator may make a reasonable charge for the copies; and

(iii) Receive a summary of the Plan’s annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report.

(b) Prudent Actions by Plan Fiduciaries. In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate the Plan, called "fiduciaries" of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer, your union or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a Plan benefit or exercising your rights under ERISA.

(c) Enforce Your Rights. If your claim for a Plan benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Administrator.

If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court.

If you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

(d) Assistance with Your Questions. If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

To record the amendment of the Plan as set forth herein, effective as of December 17, 2008, the Board of Directors of Telik Inc. has caused its duly authorized officer to execute the same this 17th day of December, 2008.

EXHIBIT A

RELEASE AGREEMENT

(For Employees Age 40 or Older - Individual Termination)

I understand and agree completely to the terms set forth in the Telik, Inc. Change of Control Severance Benefit Plan (the " Plan "). Certain capitalized terms used in this Release Agreement are defined in the Plan.

I hereby confirm my obligations under the Company’s proprietary information and inventions agreement.

I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company.

I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company.

In exchange for the benefits I am receiving under the Plan to which I am otherwise not entitled, I hereby generally and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Agreement. This general release includes, but is not limited to: (1) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, exp