THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Telik, Inc. (TELK)

4/7/2006 Proxy Information

Gail L. Brown, M.D., the spouse of Dr. Wick, the Company’s President, Chief Executive Officer and Chairman, joined the Company as a Senior Vice President and Chief Medical Officer on November 26, 2001. Dr. Brown’s compensation in 2005 included an annual salary of $375,000, an option grant of 75,000 shares at an exercise price of $18.93 per share and a bonus award in the amount of $375,000 for services provided to the Company in 2004. In 2006, Dr. Brown’s annual salary is $390,000 and she received an option grant of 100,000 shares at an exercise price of $20.30 per share and a bonus in the amount of $375,000 for services provided to the Company in 2005. Options granted to Dr. Brown in 2005 and 2006 vest as follows: fifty percent of the shares subject to the options vests on the second anniversary of the date of grant, and the remaining fifty percent vests ratably on a monthly basis over the following two years. As an executive, Dr. Brown is eligible to participate in the Company’s Change of Control Severance Benefit Plan as described under “Employment, Severance and Change of Control Agreements” section of this proxy statement.

The Company has entered into indemnification agreements with its directors and certain officers for the indemnification and advancement of expenses to these persons to the fullest extent permitted by law. The Company also intends to enter into these agreements with future directors and officers.