AGREEMENTAgreement • August 3rd, 2006 • Telik Inc • Pharmaceutical preparations • Delaware
This Agreement (this “Agreement”) is entered into effective as of May 18, 2006, by and among Eastbourne Capital Management, L.L.C. (“ECM”), Black Bear Offshore Master Fund, L.P., a Cayman Islands limited partnership (“BBOM”), Black Bear Fund I, L.P., a California limited partnership (“BB I”), Black Bear Fund II, L.L.C., a California limited liability company (“BB II”), and Richard J. Barry (“Barry,” and together with ECM, BBOM, BB I and BB II, “Eastbourne”) and Telik, Inc., a Delaware corporation (the “Company”). Capitalized terms not defined herein will have the meaning given in the Rights Agreement, dated November 2, 2001, by and between the Company and Wells Fargo Bank Minnesota, N.A., replaced by Computershare Shareholder Services, Inc. and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agreement”).
