-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gc05Q7DwxGGew7/ZwgaLZXCXuENWP2yMbjUbiZmsgGPuBPPNTk4st9SoQugBPYCk vGfWjG7MLr8NE/MXv2F1nA== 0001104659-08-036933.txt : 20080530 0001104659-08-036933.hdr.sgml : 20080530 20080530160409 ACCESSION NUMBER: 0001104659-08-036933 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080530 DATE AS OF CHANGE: 20080530 GROUP MEMBERS: CHARLES R. KAYE GROUP MEMBERS: JOSEPH P. LANDY GROUP MEMBERS: WARBURG PINCUS & CO. GROUP MEMBERS: WARBURG PINCUS LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLOS THERAPEUTICS INC CENTRAL INDEX KEY: 0001097264 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 541655029 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60251 FILM NUMBER: 08870778 BUSINESS ADDRESS: STREET 1: 11080 CIRCLEPOINT ROAD STREET 2: SUITE 200 CITY: WESTMINSTER STATE: CO ZIP: 80020 BUSINESS PHONE: 3034266262 MAIL ADDRESS: STREET 1: 11080 CIRCLEPOINT ROAD STREET 2: SUITE 200 CITY: WESTMINSTER STATE: CO ZIP: 80020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WARBURG PINCUS PRIVATE EQUITY VIII L P CENTRAL INDEX KEY: 0001157334 IRS NUMBER: 134161869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 a08-15608_1sc13da.htm SC 13D

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

ALLOS THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, $0.001 Par Value

(Title of Class of Securities)

019777101

(CUSIP Number)

Scott A. Arenare, Esq.

Managing Director and General Counsel

Warburg Pincus LLC

466 Lexington Avenue

New York, New York 10017

(212) 878-0600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copies to:

Steven J. Gartner, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019-6099

(212) 728-8000

May 29, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 019777101

	1.	Names of Reporting Persons Warburg Pincus Private Equity VIII, L.P.				I.R.S. #13-4161869

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 26,124,430

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 26,124,430

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 26,124,430

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 32.5%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 019777101

	1.	Names of Reporting Persons Warburg Pincus & Co.				I.R.S. #13-6358475

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 26,124,430

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 26,124,430

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 26,124,430

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 32.5%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 019777101

	1.	Names of Reporting Persons Warburg Pincus LLC				I.R.S. #13-3536050

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 26,124,430

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 26,124,430

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 26,124,430

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 32.5%

	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 019777101

	1.	Names of Reporting Persons Warburg Pincus Partners, LLC				I.R.S. #13-4069737

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 26,124,430

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 26,124,430

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 26,124,430

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 32.5%

	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 019777101

	1.	Names of Reporting Persons Charles R. Kaye

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 26,124,430

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 26,124,430

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 26,124,430

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 32.5%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 019777101

	1.	Names of Reporting Persons Joseph P. Landy

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 26,124,430

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 26,124,430

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 26,124,430

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 32.5%

	14.	Type of Reporting Person (See Instructions) IN

This Amendment No. 1 to the Schedule 13D (this “Amendment”) amends the Schedule 13D (the “Original Schedule 13D”) filed with the Securities and Exchange Commission on March 8, 2005, on behalf of Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership (“WP VIII”), Warburg Pincus LLC, a New York limited liability company (“WP LLC”), Warburg Pincus & Co., a New York general partnership (“WP”), Warburg Pincus Partners, LLC, a New York limited liability company (“WP Partners”), and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Co-President and Managing Member of WP LLC. Messrs. Kaye and Landy, together with WP VIII, WP LLC, WP and WP Partners are hereinafter referred to as the “Warburg Pincus Reporting Persons”). The holdings of the Warburg Pincus Reporting Persons indicated in this Amendment include the holdings of Warburg Pincus Netherlands Private Equity VIII C.V. I, a company originated under the laws of the Netherlands (“WPNPE VIII I”) and WP-WPVIII Investors L.P., a Delaware limited partnership (“WP-WPVIIII”, and together with WP VIII and WPNPE VIII I, the “Investors”), which shares the Warburg Pincus Reporting Persons may be deemed to beneficially own. WP, WP LLC and the Investors are referred to in this Amendment as the “Group Members.”

The Group Members are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Capitalized terms used herein which are not defined herein have the meanings ascribed to them in the Original Schedule 13D. References herein to the “Common Stock” are to shares of common stock, par value $0.001 per share, of Allos Therapeutics, Inc., a Delaware corporation (the

“Company”). Each Group Member disclaims beneficial ownership of all shares of Common Stock other than those reported herein as being owned by it.

Item 2. Identity and Background

Item 2 of the Original Schedule 13D is hereby amended by replacing it in its entirety with the following:

(a) This statement is filed by the Warburg Pincus Reporting Persons. The Warburg Pincus Reporting Persons may be deemed to be a group within the meaning of Rule 13d-5. WP Partners is the sole general partner of WP VIII. WP is the sole managing member of WP Partners. WP LLC manages each Investor. The general partners of WP and the members and managing directors of WP LLC, and their respective business addresses and principal occupations, are set forth on Schedule I hereto.

(b) The address of the principal business and principal office of each of the Warburg Pincus Reporting Persons is 466 Lexington Avenue, New York, New York 10017.

The principal business of each Investor is that of making private equity and related investments. The principal business of WP Partners is acting as general partner of each of the Investors and certain other private equity funds. The principal business of WP is acting as the sole managing member of WP Partners and acting as general partner to certain other private equity funds. The principal business of WP LLC is acting as manager of each of the Investors and certain other private equity funds.

(c) None of the Warburg Pincus Reporting Persons, nor, to the best of their knowledge, any of the directors, executive officers, control persons, general partners or

members referred to in paragraph (a) above has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(d) None of the Warburg Pincus Reporting Persons, nor, to the best of their knowledge, any of the directors, executive officers, control persons, general partners or members referred to in paragraphs (a) and (d) above has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(e) Except as otherwise indicated above or on Schedule I hereto, each of the individuals referred to in paragraphs (a) and (d) above is a United States citizen.

Item 3.	Source and Amount of Funds or Other Consideration
Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: On May 29, 2008, in connection with the closing of an underwritten public offering (the “Offering”) of shares of Common Stock by the Company, WP VIII purchased 3,500,000 shares of Common Stock at the public offering price of $5.64 per share for an aggregate purchase price of $19,740,000. The total amount of funds required to purchase the shares of Common Stock were furnished from the working capital of the Warburg Pincus Reporting Persons. No additional funds were required to purchase the Common Stock reported on this Amendment.

Item 4.	Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

The purchase of the shares of Common Stock as described herein was effected because of the Warburg Pincus Reporting Persons’ belief that the Company represents an attractive investment based on the Company’s business prospects and strategy. Depending on prevailing market, economic and other conditions, the Warburg Pincus Reporting Persons may from time to time acquire additional shares of the Company or engage in discussions with the Company concerning future acquisitions of shares of capital stock of the Company or further investments by them in the Company. The Warburg Pincus Reporting Persons intend to review their investment in the Company on a continuing basis and, depending upon the price and availability of shares of the Company’s capital stock, subsequent developments affecting the Company, the Company's business and prospects, other investment and business opportunities available to the Warburg Pincus Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or to decrease the size of their investment in the Company.

Item 5.

Interest in Securities of the Issuer

Items 5(a), (b) and (c) of the Original Schedule 13D are hereby amended and restated in their entirety as follows:

(a) As of May 29, 2008, by reason of their respective relationships with the Investors and each other, each of the Warburg Pincus Reporting Persons may be deemed under Rule 13d-3 under the Exchange Act to beneficially own 26,124,430 shares of Common Stock, which is approximately 32.5% of the outstanding Common Stock, which percentage is based on 80,495,978 shares of Common Stock which were outstanding as of May 29, 2008 after giving effect to the 12,420,000 shares of Common Stock issued by the Company in the Offering, which includes 1,620,000 shares of Common Stock purchased by the underwriters to cover overallotments, as reported in the

Company’s prospectus filed with the Securities and Exchange Commission on May 23, 2008.

The Group Members are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act. Each Group Member disclaims beneficial ownership of all shares of Common Stock, other than those reported herein as being owned by it.

(b) Each of the Investors shares the power to vote or to direct the vote and to dispose or to direct the disposition of the 26,124,430 shares of Common Stock it may be deemed to beneficially own as of the Closing Date. Each of the Warburg Pincus Reporting Persons shares with the Investors the power to vote or to direct the vote and to dispose or to direct the disposition of the 26,124,430 shares of Common Stock it may be deemed to beneficially own as of the Closing Date.

(c) Other than as described herein, no transactions in securities of the Company were effected during the last 60 days by the Warburg Pincus Reporting Persons.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

In connection with the Offering, WP VIII entered into an agreement (the “Lock Up Agreement”) with Merrill Lynch & Co. (“Merrill Lynch”), as the representative of the several underwriters, pursuant to which WP VIII agreed, subject to certain exceptions, that it would not, without the prior written consent of Merrill Lynch, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase,

purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of Common Stock or any securities convertible into or exchangeable or exercisable for shares of Common Stock, whether owned or thereafter acquired by WP VIII or with respect to which WP VIII has or acquires the power to dispose, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of such securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The Lock Up Agreement is effective for a period commencing on the date of execution of the purchase agreement (the “Purchase Agreement”), dated May 22, 2008, between the Company and Merrill Lynch, as the representative of the several underwriters, which was entered into in connection with the Offering, and continuing through the date that is 90 days after the date of the Purchase Agreement, which time period is subject to extension in the circumstances described in the Lock Up Agreement. The foregoing summary of the Lock Up Agreement is qualified in its entirety by reference to the Lock Up Agreement which is attached hereto as Exhibit 99.2.

Item 7.

Material to be Filed as Exhibits

99.1. Joint Filing Agreement.

99.2. Lock Up Agreement, dated May 16, 2008, by and between Warburg Pincus Private Equity VIII, L.P. and Merrill Lynch & Co., as the representative of the several underwriters.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 30, 2008	WARBURG PINCUS PRIVATE EQUITY VIII, L.P.

	By:	Warburg Pincus Partners, LLC, its General Partner

	By:	Warburg Pincus & Co., its Managing Member

	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner


Dated: May 30, 2008	WARBURG PINCUS & CO.

	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner


Dated: May 30, 2008	WARBURG PINCUS LLC

	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Managing Director


Dated: May 30, 2008	WARBURG PINCUS PARTNERS, LLC

	By:	Warburg Pincus & Co., its Managing
		Member

	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner

Dated: May 30, 2008

	By:	/s/ Scott A. Arenare
		Name: Charles R. Kaye
		By: Scott A. Arenare, Attorney-in- Fact*


Dated: May 30, 2008

	By:	/s/ Scott A. Arenare
		Name: Joseph P. Landy
		By: Scott A. Arenare, Attorney-in- Fact**

*Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

**Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

SCHEDULE I

Set forth below is the name, position and present principal occupation of each of the general partners of Warburg Pincus & Co. (“WP”) and members of Warburg Pincus LLC (including its subsidiaries, “WP LLC”). Except as otherwise indicated, the business address of each of such persons is 466 Lexington Avenue, New York, New York 10017, and each of such persons is a citizen of the United States.

GENERAL PARTNERS OF WP

NAME		PRESENT PRINCIPAL OCCUPATION IN ADDITION TO POSITION WITH WP, AND POSITIONS WITH THE REPORTING ENTITIES
Joel Ackerman		Partner of WP; Member and Managing Director of WP LLC
Scott A. Arenare		Partner of WP; Member and Managing Director of WP LLC
David Barr		Partner of WP; Member and Managing Director of WP LLC
Sean D. Carney		Partner of WP; Member and Managing Director of WP LLC
Mark Colodny		Partner of WP; Member and Managing Director of WP LLC
David A. Coulter		Partner of WP; Member and Managing Director of WP LLC
Timothy J. Curt		Partner of WP; Member and Managing Director of WP LLC
W. Bowman Cutter		Partner of WP; Member and Managing Director of WP LLC
Cary J. Davis		Partner of WP; Member and Managing Director of WP LLC
Steven Glenn		Partner of WP; Member and Managing Director of WP LLC
Michael Graff		Partner of WP; Member and Managing Director of WP LLC
Patrick T. Hackett		Partner of WP; Member and Managing Director of WP LLC
E. Davisson Hardman		Partner of WP; Member and Managing Director of WP LLC
Jeffrey A. Harris		Partner of WP; Member and Managing Director of WP LLC
Stewart J. Hen		Partner of WP; Member and Managing Director of WP LLC
William H. Janeway		Partner of WP; Member and Senior Advisor of WP LLC
Chansoo Joung		Partner of WP; Member and Managing Director of WP LLC
Peter R. Kagan		Partner of WP; Member and Managing Director of WP LLC
Charles R. Kaye		Managing General Partner of WP; Managing Member and Co-President of WP LLC
Henry Kressel		Partner of WP; Member and Managing Director of WP LLC
David Krieger		Partner of WP; Member and Managing Director of WP LLC
Kevin Kruse		Partner of WP; Member and Managing Director of WP LLC
Joseph P. Landy		Managing General Partner of WP; Managing Member and Co-President of WP LLC
Kewsong Lee		Partner of WP; Member and Managing Director of WP LLC
Jonathan S. Leff		Partner of WP; Member and Managing Director of WP LLC
Philip Mintz		Partner of WP; Member and Managing Director of WP LLC
James Neary		Partner of WP; Member and Managing Director of WP LLC
Bilge Ogut		Partner of WP; Member and Managing Director of WP LLC
Dalip Pathak		Partner of WP; Member and Managing Director of WP LLC
Michael F. Profenius		Partner of WP; Member and Managing Director of WP LLC
Justin Sadrian		Partner of WP; Member and Managing Director of WP LLC
Henry B. Schacht		Partner of WP; Member and Senior Advisor of WP LLC
Steven G. Schneider		Partner of WP; Member and Managing Director of WP LLC
Patrick Severson		Partner of WP; Member and Managing Director of WP LLC
John Shearburn		Partner of WP; Member and Managing Director of WP LLC
Barry Taylor		Partner of WP; Member and Managing Director of WP LLC
Christopher H. Turner		Partner of WP; Member and Managing Director of WP LLC
John L. Vogelstein		Partner of WP; Member and Senior Advisor of WP LLC
Elizabeth H. Weatherman		Partner of WP; Member and Managing Director of WP LLC
Rosanne Zimmerman		Partner of WP; Member and Managing Director of WP LLC
Pincus & Company LLC*
WP & Co. Partners, L.P.**
Warburg Pincus Principal Partnership, L.P.***

Warburg Pincus Real Estate Principal Partnership, L.P.***
Warburg Pincus 2006 Limited Partnership***
Warburg Pincus 2007 Limited Partnership***

* New York limited liability company; primary activity is ownership interest in WP and WP LLC

** New York limited partnership; primary activity is ownership interest in WP

*** Delaware limited partnership; primary activity is ownership interest in WP

MEMBERS OF WP LLC

NAME		PRESENT PRINCIPAL OCCUPATION IN ADDITION TO POSITION WITH WP LLC, AND POSITIONS WITH THE REPORTING ENTITIES
Joel Ackerman		Member and Managing Director of WP LLC; Partner of WP
Scott A. Arenare		Member and Managing Director of WP LLC; Partner of WP
Pedro Aznar (1)		Member and Managing Director of WP LLC
David Barr		Member and Managing Director of WP LLC; Partner of WP
Sean D. Carney		Member and Managing Director of WP LLC; Partner of WP
Julian Cheng (2)		Member and Managing Director of WP LLC
Stephen John Coates (3)		Member and Managing Director of WP LLC
Mark Colodny		Member and Managing Director of WP LLC; Partner of WP
David A. Coulter		Member and Managing Director of WP LLC; Partner of WP
Timothy J. Curt		Member and Managing Director of WP LLC; Partner of WP
W. Bowman Cutter		Member and Managing Director of WP LLC; Partner of WP
Cary J. Davis		Member and Managing Director of WP LLC; Partner of WP
Rajiv Ghatalia (2)		Member and Managing Director of WP LLC
Steven Glenn		Member and Managing Director of WP LLC; Partner of WP
Michael Graff		Member and Managing Director of WP LLC; Partner of WP
Patrick T. Hackett		Member and Managing Director of WP LLC; Partner of WP
E. Davisson Hardman		Member and Managing Director of WP LLC; Partner of WP
Jeffrey A. Harris		Member and Managing Director of WP LLC; Partner of WP
Stewart J. Hen		Member and Managing Director of WP LLC; Partner of WP
William H. Janeway		Member and Senior Advisor of WP LLC; Partner of WP
Chansoo Joung		Member and Managing Director of WP LLC; Partner of WP
Peter R. Kagan		Member and Managing Director of WP LLC; Partner of WP
Charles R. Kaye		Managing Member and Co-President of WP LLC; Managing General Partner of WP
Rajesh Khanna (4)		Member and Managing Director of WP LLC
Henry Kressel		Member and Managing Director of WP LLC; Partner of WP
David Krieger		Member and Managing Director of WP LLC; Partner of WP
Kevin Kruse		Member and Managing Director of WP LLC; Partner of WP
Joseph P. Landy		Managing Member and Co-President of WP LLC; Managing General Partner of WP
Kewsong Lee		Member and Managing Director of WP LLC; Partner of WP
Jonathan S. Leff		Member and Managing Director of WP LLC; Partner of WP
David Li (2)		Member and Managing Director of WP LLC
Niten Malhan (4)		Member and Managing Director of WP LLC
Philip Mintz		Member and Managing Director of WP LLC; Partner of WP
Luca Molinari (5)		Member and Managing Director of WP LLC
James Neary		Member and Managing Director of WP LLC; Partner of WP
Bilge Ogut		Member and Managing Director of WP LLC; Partner of WP
Dalip Pathak		Member and Managing Director of WP LLC; Partner of WP
Michael F. Profenius		Member and Managing Director of WP LLC; Partner of WP
Leo Puri (4)		Member and Managing Director of WP LLC
Justin Sadrian		Member and Managing Director of WP LLC; Partner of WP
Henry B. Schacht		Member and Senior Advisor of WP LLC; Partner of WP
Steven G. Schneider		Member and Managing Director of WP LLC; Partner of WP
Joseph C. Schull (6)		Member and Managing Director of WP LLC
Patrick Severson		Member and Managing Director of WP LLC; Partner of WP
John Shearburn		Member and Managing Director of WP LLC; Partner of WP
Chang Q. Sun (2)		Member and Managing Director of WP LLC
Barry Taylor		Member and Managing Director of WP LLC; Partner of WP
Christopher H. Turner		Member and Managing Director of WP LLC; Partner of WP
Simon Turton (3)		Member and Managing Director of WP LLC
John L. Vogelstein		Member and Senior Advisor of WP LLC; Partner of WP
Elizabeth H. Weatherman		Member and Managing Director of WP LLC; Partner of WP

Peter Wilson (3)		Member and Managing Director of WP LLC
Jeremy S. Young (3)		Member and Managing Director of WP LLC
Rosanne Zimmerman		Member and Managing Director of WP LLC; Partner of WP
Pincus & Company LLC*

(1) Citizen of Germany

(2) Citizen of Hong Kong

(3) Citizen of United Kingdom

(4) Citizen of India

(5) Citizen of Italy

(6) Citizen of Canada

* New York limited liability company; primary activity is ownership interest in WP and WP LLC

As of May 1, 2008

EXHIBIT INDEX

Exhibit 99.1		Joint Filing Agreement.

Exhibit 99.2		Lock Up Agreement, dated May 16, 2008, by and between Warburg Pincus Private Equity VIII, L.P. and Merrill Lynch & Co., as the representative of the several underwriters.

EX-99.1 2 a08-15608_1ex99d1.htm EX-99.1

Exhibit 99.1

Joint Filing Agreement

The undersigned hereby agree that the Amendment to the statement on Schedule 13D filed by the undersigned with respect to the Common Stock of Allos Therapeutics, Inc. is, and any subsequent amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: May 30, 2008	WARBURG PINCUS PRIVATE EQUITY VIII, L.P.

	By:	Warburg Pincus Partners, LLC, its
		General Partner

	By:	Warburg Pincus & Co.,
		its Managing Member

	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner


Dated: May 30, 2008	WARBURG PINCUS & CO.

	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner


Dated: May 30, 2008	WARBURG PINCUS LLC

	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Member


Dated: May 30, 2008	WARBURG PINCUS PARTNERS, LLC

	By:	Warburg Pincus & Co.,
		its Managing Member

	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner

Dated: May 30, 2008

	By:	/s/ Scott A. Arenare
		Name: Charles R. Kaye
		By: Scott A. Arenare, Attorney-in-Fact*


Dated: May 30, 2008

	By:	/s/ Scott A. Arenare
		Name: Joseph P. Landy
		By: Scott A. Arenare, Attorney-in-Fact**

*Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

**Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

EX-99.2 3 a08-15608_1ex99d2.htm EX-99.2

Exhibit 99.2

May 16, 2008

MERRILL LYNCH & CO.

Merrill Lynch, Pierce, Fenner & Smith
Incorporated,

as Representative of the several
Underwriters to be named in Schedule A
to the Purchase Agreement

4 World Financial Center
New York, New York 10080

Re: Proposed Public Offering of Common Stock by Allos Therapeutics, Inc.

Dear Sirs:

The undersigned, a stockholder and/or an officer and/or director of Allos Therapeutics, Inc., a Delaware corporation (the “Company”), understands that Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) proposes to enter into a Purchase Agreement (the “Purchase Agreement”) with the Company providing for the public offering (the “Public Offering”) of shares (the “Securities”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and/or an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Purchase Agreement that, during a period of 90 days from the date of the Purchase Agreement (such period, including any extension thereof as described below, the “Lock-Up Period”), the undersigned will not, without the prior written consent of Merrill Lynch, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing (collectively, the “Lock-Up Securities”) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.

Notwithstanding the foregoing and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of Merrill Lynch, provided that (1) Merrill Lynch receives a signed lock-up agreement for the balance of the lock-up period from each donee, trustee, distribute, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise, and (4) the

undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:

(i) as a bona fide gift or gifts;

(ii) as a distribution to general or limited partners, stockholders or members of the undersigned;

(iii) if the undersigned is a corporation, to an affiliate or affiliates of the corporation; or

(iv) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

In addition, notwithstanding the lock-up restrictions described in the first paragraph of this lock-up agreement, the undersigned shall be permitted, to adopt a written trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (a “Plan”), prior to the expiration of the 90-day restricted period (as the same may be extended pursuant to the terms hereof); provided, however, that the undersigned shall be permitted to adopt a Plan only on or after the fourth trading day after the date of the Purchase Agreement and provided further, that in no event shall any sales of Common Stock be made under such Plan prior to the expiration of the 90-day restricted period (as the same maybe extended pursuant to the terms hereof). In addition, the undersigned agrees that, without the prior written consent of Merrill Lynch, it will not, during the period ending 90 days after the date of the Purchase Agreement, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Additionally, the restriction in the second sentence of the first paragraph of this lock-up agreement shall not apply to the exercise of stock options held by the undersigned as of the date hereof (provided that the shares of common stock received upon exercise shall continue to be deemed Lock-Up Securities for all purposes under this Agreement).

Furthermore, the undersigned may sell shares of Common Stock of the Company purchased by the undersigned on the open market following the Public Offering if and only if (i) such sales are not required to be reported in any public report or filing with the Securities Exchange Commission, or otherwise and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales.

Notwithstanding the foregoing, if:

(1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or

(2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period,

the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Merrill Lynch waives, in writing, such extension.

The undersigned hereby acknowledges and agrees that written notice of any extension of the Lock-Up Period pursuant to the previous paragraph will be delivered by Merrill Lynch to the Company (in accordance with Section 12 of the Purchase Agreement) and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date of this lock-up agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions.

If (i) the Purchase Agreement terminates or is terminated prior to the payment for and delivery of the shares for sale thereunder, (ii) the Company notifies the undersigned in writing that it does not intend to proceed with the Public Offering or (iii) the Purchase Agreement is not executed within thirty (30) days from the date of this lock-up agreement, this lock-up agreement shall terminate immediately upon such date and be of no further force and effect.

[Signature Page Follows]

Very truly yours,

	Warburg Pincus Private Equity VIII, L.P.
	by Warburg Pincus Partners LLC
	its General Partner
	by Warburg Pincus & Co.
	its Managing Member

Signature:		/s/ Stewart Hen
Print Name:			Stewart Hen
Title:	Partner

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