Threshold Pharmaceuticals Reports Second Quarter 2011 Financial And Operational Results

For the six months ended June 30, 2011, the Company’s operating cash requirements were $12.9 million. The Company currently expects 2011 operating cash requirements to be in the range of $27.0 million to $29.0 million. The Company also expects existing cash, cash equivalents and marketable securities to be sufficient to fund the Company’s projected operating requirements into the third quarter of 2012.

2011 Key Milestones

The Company currently anticipates the following key clinical milestones in 2011:

• Report top line results from the Phase 1 clinical trial in advanced leukemias in the second half of 2011,
• Report top line efficacy analysis results from the randomized Phase 2 trial in pancreatic cancer at the end of 2011, and
• Initiate a pivotal Phase 3 clinical trial of TH-302 plus doxorubicin compared to doxorubicin alone in patients with metastatic or locally advanced unresectable soft tissue sarcoma in the third quarter of 2011.

About Threshold Pharmaceuticals

Threshold is a biotechnology company focused on the discovery and development of drugs targeting Tumor Hypoxia, the low oxygen condition found in microenvironments of most solid tumors as well as the bone marrows of some hematologic malignancies. This approach offers broad potential to treat a variety of cancers. By selectively targeting tumor cells, we are building a pipeline of drugs that hold promise to be more effective and less toxic to healthy tissues than conventional anticancer drugs. For additional information, please visit our website ( www.thresholdpharm.com).

Forward-Looking Statements

Except for statements of historical fact, the statements in this press release are forward-looking statements, including statements regarding Threshold's product candidates and approach to developing new product candidates, clinical trials and anticipated results and announcements, potential therapeutic uses and benefits of TH-302 and financial results, estimates, projections and requirements, including the need for additional cash. These statements involve risks and uncertainties that can cause actual results to differ materially from those in such forward-looking statements. Potential risks and uncertainties include, but are not limited to, Threshold's ability to enroll or complete its anticipated clinical trials, the time and expense required to conduct such clinical trials and analyze data, issues arising in the regulatory or manufacturing process and the results of such clinical trials (including product safety issues and efficacy results). Further information regarding these and other risks is included under the heading "Risk Factors" in Threshold's Quarterly Report on Form 10-Q, which has been filed with the Securities Exchange Commission on August 4, 2011 and is available from the SEC's website ( www.sec.gov) and on our website ( www.thresholdpharm.com) under the heading "Investors." We undertake no duty to update any forward-looking statement made in this news release.

THRESHOLD PHARMACEUTICALS, INC.
(A Development Stage Enterprise)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)
		Three Months Ended								Six Months Ended
		June 30,								June 30,
			2011				2010				2011				2010
Revenue		$	-			$	-			$	-			$	-
Operating expenses
Research and development			5,068				4,954				11,165				9,421
General and administrative			1,685				1,005				2,982				2,294
Total Operating Expenses			6,753				5,959				14,147				11,715
Loss from operations			(6,753	)			(5,959	)			(14,147	)			(11,715	)
Interest income (expense), net			12				19				15				39
Other income (expense)			(1,182	)			5,679				(2,121	)			5,456
Net Loss		$	(7,923	)		$	(261	)		$	(16,253	)		$	(6,220	)
Net loss per common share - basic and diluted		$	(0.16	)		$	(0.01	)		$	(0.38	)		$	(0.19	)
Weighted-average shares used in computing
basic and diluted net loss per common share			48,805				33,638				42,659				33,621

THRESHOLD PHARMACEUTICALS, INC.
(A Development Stage Enterprise)
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
		June 30,			December 31,
		2011			2010
		(unaudited)			(1)
Assets
Cash, cash equivalents and
marketable securities		$	31,494		$	14,699
Prepaid expenses and other current assets			1,080			944
Property and equipment, net			128			271
Other assets			290			290
Total assets		$	32,992		$	16,204
Liabilities and stockholders' equity
Total current liabilities		$	4,470		$	3,514
Long-term liabilities (2)			15,785			7,747
Stockholders' equity			12,737			4,943
Total liabilities and stockholders' equity		$	32,992		$	16,204
(1) Derived from audited financial statements
(2) Includes as of June 30, 2011 and December 31, 2010, $15.7 million and $7.5 million of warrant liability, respectively

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