Key Employees

         Paulette A. Dillon has served as our Senior Vice President, Chief Business Officer since May 2007. From June 2006 to December 2006, Ms. Dillon served as the Senior Vice President and Chief Business Officer of Avidia, a biotechnology company, which was acquired by Amgen in September 2006. Prior to Avidia, Ms. Dillon was the Chief Business Officer at the Celera Genomics Group, a biotechnology company, from March 2004 to June 2006. She also has held the position of Vice President of Market and Business Development at Exelixis Pharmaceuticals from September 2003 to March 2004, Vice President, Commercial Development at Xenogen Corporation, a biotechnology company, from November 2000 to April 2003, Vice President of Strategic Marketing and Business Development at Roche's Inflammatory Diseases Drug Discovery and Development Unit and sales and marketing positions at Syntex Labs, a pharmaceutical company, from 1986 to 2000. Ms. Dillon graduated from the University of California, Los Angeles with a B.S.

         Irwin A. Heyman, Ph.D. , has served as our Vice President, Toxicology since January 2006. From September 2003 to December 2005, Dr. Heyman was Executive Vice President, Drug Development, for KineMed, a pharmaceutical research and development company. From April 2001 to August 2003, Dr. Heyman served as the Chief Operating Officer of Biophiltre, a medical device company. From 1997 to 2001, he served as the Senior Vice President, Product Development for Pherin Pharmaceuticals. From 1985 to 1995, he held various positions of increasing responsibility with Syntex Corporation, a specialty pharmaceutical company, including Vice President, Institute of Pathology, Toxicology and Drug Metabolism, Vice President, Drug Evaluation, and Vice President, Preclinical Product Safety and

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Development. Prior to Syntex, Dr. Heyman also held various positions of increasing responsibility at Abbott Laboratories, a pharmaceutical company, including Director of Toxicology. Dr. Heyman received a B.S. from the University of Maryland, School of Pharmacy and a Ph.D. in pharmacology from the University of Maryland, School of Medicine.

         James R. Marconi has served as our Vice President of Finance since November 2007. From August 2004 to December 2006, Mr. Marconi served as Finance Director and then as Vice President of Finance and Chief Accounting Officer for Oncology Therapeutics Network, a leading provider of products and services for community-based oncology practices. From July 1982 to August 2002, Mr. Marconi held various positions of increasing responsibility with DHL Worldwide Express Network, including Financial Reporting Manager, Corporate Controller and, most recently, Vice President and Controller for the U.S. parent company, DHL Holdings (USA), Inc. Before joining DHL, Mr. Marconi was a Senior Auditor for the international public accounting firm, Grant Thornton LLP. Mr. Marconi received a B.S. in Business Administration/Accounting from the University of California at Berkeley.

Board of Directors

         Mark Leschly , our Chairman, has served as a member of our board since 2002. Since July 1999, Mr. Leschly has been a managing partner with Rho Capital Partners, an investment and venture capital management company. Previously, Mr. Leschly was an Associate and then a General Partner of HealthCare Ventures, a venture capital management company, from 1994 through 1999. Mr. Leschly received an A.B. from Harvard University and an M.B.A. from Stanford Graduate School of Business. In addition to being a director of Verenium Corporation, NitroMed, Inc., Senomyx Inc. and Tercica, Inc., Mr. Leschly is on the board of a number of private companies.

         Stephen J. Benkovic, Ph.D. , one of our co-founders, has served as a member of our board since its inception in 2000. He is also the co-chair of our scientific advisory board. Dr. Benkovic is the Evan Pugh Professor and Eberly Chair in Chemistry at the Pennsylvania State University. He received a B.S. and an A.B. from Lehigh University and a Ph.D. in organic chemistry from Cornell University. He became Full Professor at Pennsylvania State University in 1970, Evan Pugh Professor of Chemistry in 1977, and University Professor, Eberly Chair in Chemistry, in 1986. Dr. Benkovic has received a number of awards and fellowships including the Alfred P. Sloan Fellowship, NIH Career Development Award, Guggenheim Fellowship, Pfizer Award in Enzyme Chemistry, Arthur C. Cope Scholar Award, Gowland Hopkins Award, Alfred Bader Award and Repligen Award for Chemistry of Biological Processes. He is a member of the American Academy of Arts and Sciences, the National Academy of Science, the Institute of Medicine and the American Philosophical Society.

         Paul B. Cleveland has served as a member of our board since September 2007. Since January 2006, Mr. Cleveland has served as the Executive Vice President, Corporate Development and Chief Financial Officer at Affymax, Inc., a biotechnology company. From April 2004 to December 2005, Mr. Cleveland served as a managing director at Integrated Finance, Ltd., an investment bank. From September 1996 to April 2003, Mr. Cleveland served as a managing director at J.P. Morgan Chase and Co. (and a predecessor firm, Hambrecht & Quist), an investment bank. From January 1993 to September 1996, Mr. Cleveland was a partner at Cooley Godward LLP, a law firm. From December 1988 to December 1992, he was a corporate attorney at Sidley Austin LLP, a law firm, and from September 1981 to November 1988, he was a corporate attorney at Davis Polk & Wardwell, a law firm. Mr. Cleveland received a J.D. from Northwestern University School of Law and an A.B. from Washington University in St. Louis.

         Anders D. Hove, M.D. , has served as a member of our board since 2005. Dr. Hove is a general partner of Venrock Associates, a venture capital firm, which he joined in January 2004. From 1996 to 2004, Dr. Hove was a fund manager at BB Biotech Fund, an investment firm, and from 2002 to 2003 he also served as Chief Executive Officer of Bellevue Asset Management, an investment company. Dr. Hove is a member of the board of directors of Trubion Pharmaceuticals and a number of private companies. He

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received an M.Sc. from the Technical University of Denmark, an M.D. from the University of Copenhagen and an M.B.A. from the Institut Européen d'Administration des Affaires, or INSEAD.

         Paul H. Klingenstein has served as a member of our board since 2002. He is the managing partner of Aberdare Ventures, a venture capital firm which he founded in 1999. He has been a venture capital investor for most of his professional career, beginning at Warburg Pincus, a private equity fund, in the early 1980's and joined Accel Partners, a venture capital fund, in 1986. Mr. Klingenstein is currently a director of several private companies. He received an A.B. from Harvard University and an M.B.A. from the Stanford Graduate School of Business.

         Richard J. Markham has served as a member of our board since 2005. In November 2004, Mr. Markham joined Care Capital, a life sciences venture capital firm, as one of the firms' partners. From May 2002 to August 2004, Mr. Markham was the vice chairman of the management board and Chief Operating Officer of Aventis SA, a pharmaceutical company. From December 1999 to May 2002, he was the Chief Executive Officer of Aventis Pharma AG, a pharmaceutical company. Previously he was the Chief Executive Officer of Hoechst Marion Roussel, a pharmaceutical company, the President and Chief Operating Officer of Marion Merrell Dow, a pharmaceutical company, and a member of its board of directors. From 1973 to 1993, Mr. Markham was associated with Merck & Co., a pharmaceutical company, culminating in his position as President and Chief Operating Officer. Mr. Markham is currently a director of Acura Pharmaceuticals. Mr. Markham received a B.S. in Pharmacy and Pharmacal Sciences from Purdue University.

         Lucy Shapiro, Ph.D. , one of our co-founders, has served as a member of our board since our inception in 2000. She is also the co-chair of our scientific advisory board. Dr. Shapiro, the Virginia and D.K. Ludwig Professor of Cancer Research and Director of the Beckman Center in the School of Medicine at Stanford University, has been at Stanford University since 1989. Dr. Shapiro is a Fellow of the American Association for the Advancement of Sciences and has been elected to the National Academy of Sciences, the American Academy of Microbiology, the American Academy of Arts and Sciences and the Institute of Medicine of the National Academy of Sciences for her work in the fields of molecular biology and microbiology. She was elected to the American Philosophical Society and received the Selman Waksman Award from the National Academy of Sciences in 2005. She was a non-executive director of GlaxoSmithKline from 2001 to 2006. She received a B.S. from Brooklyn College and a Ph.D. in molecular biology from the Albert Einstein School of Medicine.

Board Composition

        Our board of directors may establish from time to time by resolution the authorized number of directors. Currently, eight directors are authorized. In accordance with our amended and restated certificate of incorporation to be in effect immediately prior to the closing of this offering, our board of directors will be divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. After the completion of this offering, our directors will be divided among the three classes as follows:

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the Class I directors will be Messrs. Markham and Perry and Dr. Hove, and their terms will expire at the annual meeting of stockholders to be held in 2008;



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the Class II directors will be Messrs. Leschly and Klingenstein and Dr. Shapiro, and their terms will expire at the annual meeting of stockholders to be held in 2009; and



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the Class III directors will be Dr. Benkovic and Mr. Cleveland, and their terms will expire at the annual meeting of stockholders to be held in 2010.

        Our amended and restated certificate of incorporation will provide that the authorized number of directors may be changed only by resolution of the board of directors. Any additional directorships

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resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consists of one-third of the directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change of control at Anacor.

        There are no family relationships among any of our directors or executive officers.

Board Committees

        Our board of directors has an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our board.

Audit Committee

        Our audit committee oversees our corporate accounting and financial reporting process. Among other matters, the audit committee: evaluates the independent registered public accounting firm's qualifications, independence and performance; determines the engagement of the independent registered public accounting firm; reviews and approves the scope of the annual audit and the audit fee; discusses with management and the independent auditors the results of the annual audit and the review of our quarterly financial statements; approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services; monitors the rotation of partners of the independent registered public accounting firm on our engagement team as required by law; reviews our critical accounting policies and estimates; reviews and approves any material related-party transactions; and reviews the audit committee charter and the committee's performance from time to time. The current members of our audit committee are Messrs. Cleveland and Klingenstein and Dr. Hove. Mr. Cleveland is the chair of the committee. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the Nasdaq Global Market. Our board has determined that Mr. Cleveland is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of the Nasdaq Global Market. Messrs. Cleveland and Klingenstein and Dr. Hove are independent directors as defined under the applicable rules and regulations of the SEC and the Nasdaq Global Market. The audit committee operates under a written charter that satisfies the applicable standards of the SEC and the Nasdaq Global Market.

Compensation Committee

        Our compensation committee reviews and approves policies relating to compensation and benefits of our officers and employees. The compensation committee reviews and approves corporate goals and objectives relevant to compensation of our executive officers, evaluates the performance of these officers in light of those goals and objectives and sets the compensation of these officers based on such evaluations. The compensation committee also administers the issuance of stock options and other awards under our stock plans. The compensation committee will review the committee's charter and the performance of the committee from time to time. The current members of our compensation committee are Dr. Hove and Messrs. Klingenstein, Leschly and Markham. Mr. Markham is the chair of the committee. Each of the members of the compensation committee is independent under the applicable rules and regulations of the SEC, the Nasdaq Global Market and the Internal Revenue Code of 1986, as amended, or the Code.

Nominating and Corporate Governance Committee

        The nominating and corporate governance committee will be responsible for making recommendations to our board of directors regarding candidates for directorships and the size and

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composition of our board of directors. In addition, the nominating and corporate governance committee will be responsible for overseeing, reporting and making recommendations to our board of directors concerning governance matters. The nominating and corporate governance committee will review the committee's charter and the performance of the committee from time to time. The current members of our nominating and corporate governance committee are Messrs. Leschly and Klingenstein and Dr. Shapiro. Mr. Klingenstein is the chair of the committee. Each of the members of our nominating and corporate governance committee is independent under the applicable rules and regulations of the Nasdaq Global Market.

        In making its determinations that each member of our audit, compensation and nominating and governance committees meet the applicable criteria for director independence, our board of directors considered relationships other than those subject to disclosure as a transaction with related persons under Item 404(a) of Regulation S-K promulgated under the 1934 Security Exchange Act, as amended, including business and social relationships between directors and members of management that may impact a particular director's independence.