Summary of THRESHOLD PHARMACEUTICALS INC

Item 1.01 Entry Into A Material Definitive Agreement

On October 14, 2009, Threshold Pharmaceuticals, Inc. ("Threshold") entered into an exclusive license agreement (the "License") with Eleison Pharmaceuticals, Inc. ("Eleison"). Pursuant to the License, Threshold granted Eleison exclusive worldwide rights to develop and commercialize glufosfamide for the treatment of cancer in humans and animals, and certain other uses. Glufosfamide is a novel small molecule that has been evaluated by Threshold in a Phase 3 clinical trial and multiple Phase 2 clinical trials. Glufosfamide was licensed by Threshold from Baxter International in 2003, and in 2004, Threshold and MediBIC Co. signed a development agreement whereby MediBIC would conduct clinical development activities for glufosfamide in certain Asian countries.

Under the License, Eleison is responsible for the development, manufacturing and marketing of glufosfamide. Eleison will pay Threshold a specified percentage of its profits from commercialization, beginning on the date of first commercial sale, if the further clinical development of glufosfamide leads to regulatory approval and marketing. Eleison has the right to sublicense some or all of its rights under the License, and will pay Threshold a specified percentage of amounts received under any sublicenses. Eleison will bear all costs associated with development, commercialization and patent prosecution, and will control product development and commercialization. In addition, Eleison will be responsible for all royalty and milestone payments under the Baxter license and MediBIC development agreement. The License contemplates that Eleison, to satisfy its diligence obligations, will raise sufficient funds to commence clinical development activities with glufosfamide.

In the event that Eleison fails to satisfy its diligence obligations, Threshold may, at its option, terminate the License for material breach or convert the License to a non-exclusive license.

The License will remain in effect as long as Eleison continues to sell glufosfamide anywhere in the world or receives payments under any sublicenses. Each party is entitled to terminate the License upon the other party's uncured material breach or bankruptcy or insolvency, subject to certain cure rights. In addition, Eleison may terminate the License for convenience at any time on 90 days written notice to Threshold.

Following any termination by Eleison for convenience or by Threshold for Eleison's material breach, all licensed rights will revert to Threshold. Following any termination by Eleison for Threshold's material breach, all licensed rights will fully vest in Eleison, provided that Eleison will be required to pay Threshold a specified percentage of the profit sharing payments it otherwise would have been required to pay Threshold under the License.

The foregoing summary is qualified in its entirety by reference to the License, a copy of which is expected be filed as an exhibit to Threshold's Annual Report on Form 10-K for the period ended December 31, 2009.