Threshold Pharmaceuticals, Inc. (“Threshold” or the Company) (NASDAQ:THLD) discovers, develops, and commercializes small molecule therapeutics based on “Metabolic Targeting.” During the Class Period, the Company’s lead product candidate for the treatment of symptomatic benign prostatic hyperplasia (“BPH”) was TH-070, a drug which utilized Threshold’s patented Metabolic Targeting process.

The original class action was commenced on behalf of purchasers of Threshold common stock during the period between February 4, 2005 and July 14, 2006 (the “Class Period”), including purchasers in Threshold’s February 4, 2005 $37 million initial public offering (“IPO”) and its October 12, 2005 $65 million follow-on offering. The Complaint charges Threshold and certain of its officers and directors with violations of the Securities Exchange Act of 1934 and the Securities Act of 1933.

The Complaint alleges that in preparation for the Company’s February 2005 IPO, Defendants conducted a so-called “Phase II” study of TH-070 on 30 men at Bari University in Italy. Based on the purported success achieved in the Bari Phase II study, the Company completed its $37 million IPO in February 2005, conducted additional clinical trials, filed a new drug application with the FDA in late 2005, and completed the $65 million follow-on offering in October 2005. However, on May 11, 2006, Defendants were forced to disclose that the FDA had placed the TH-070 program on partial clinical hold as a result of abnormalities observed in liver enzyme levels in six subjects in ongoing clinical trials and had requested that the Company provide additional information related to the drug’s acceptable dose and duration of treatment in BPH patients. According to the Complaint, while Defendants had known for years of TH-070’s propensity to cause liver toxicity, the IPO and follow-on offering prospectuses concealed it.

Then, on July 17, 2006, the Company was forced to concede that TH-070 provided no benefit whatsoever in the alleviation of prostate enlargement and that Threshold planned to discontinue development of TH-070 for BPH altogether. The Complaint alleges that as a result of the Defendants’ false and misleading statements issued during the Class Period, Threshold stock traded as high as $16.52 per share. After the Company’s July 17, 2006 announcement, however, Threshold stock fell to $1.55 per share.

According to the Company’s FORM 10-Q for the quarterly period ended September 30, 2009, on July 5 and July 18, 2007, purported shareholder class action Complaints alleging violations of the federal securities laws were filed against the Company, its Chief Executive Officer and its former Chief Financial Officer in the United States District Court for the Southern District of New York. On September 14, 2007, these lawsuits, which were consolidated by the Court into a single proceeding, were ordered transferred to the United States District Court for the Northern District of California. On January 15, 2008, Plaintiffs filed a first consolidated amended Complaint. On July 11, 2008, the Court granted Defendants’ motions to dismiss that Complaint but afforded Plaintiffs leave to file a further amended Complaint. On September 19, 2008, Plaintiffs filed a second consolidated amended Complaint, which, on behalf of an alleged class of purchasers of the Company’s common stock from the date of its initial public offering of securities on February 4, 2005 through July 14, 2006, purports to allege claims arising under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, as amended (the “Securities Act”), and under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Plaintiffs allege generally that the Defendants violated the federal securities laws by, among other things, making material misstatements or omissions concerning Threshold's Phase 2 and Phase 3 clinical trials of Lonidamine (TH-070). On November 14, 2008, Defendants moved to dismiss the second consolidated amended Complaint. On April 3, 2009, the Court granted in part and denied in part the motions to dismiss, dismissing with prejudice all claims arising under the Securities Act and all claims against its former Chief Financial Officer, while narrowing the remaining claims.

On October 30, 2009, the parties entered into a stipulation of settlement to resolve the lawsuit. The settlement provides for a payment of $10 million to the Plaintiff class solely by the Company’s insurers. The settlement was subject to preliminary and, following notice to class members, final approval by the Court.

On December 1, 2009, Judge Claudia Wilken granted the motion for preliminary approval of the settlement. On April 16, 2010, the settlement was finally approved and the action was dismissed with prejudice. The plan of allocation and motion for attorney fees and expenses were also approved.