0001047469-05-001700 Sample Contracts

LICENSE AGREEMENT (AG-7352)
License Agreement • January 27th, 2005 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations

This LICENSE AGREEMENT made and entered into as of the day of , 2003 by and between Dainippon Pharmaceutical Co., Ltd., existing under the laws of Japan and having its principal place of business at 6-8, Doshomachi 2-chome, Chuo-ku, Osaka, 541-0045 Japan (hereinafter referred to as “Dainippon”) and Sunesis Pharmaceuticals Inc., incorporated under the laws of the State of Delaware, the United States of America and having its principal place of business at 341 Oyster Point Boulevard, South San Francisco, California 94080, the United States of America (hereinafter referred to as “Sunesis”)

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COLLABORATION AGREEMENT
Collaboration Agreement • January 27th, 2005 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This COLLABORATION AGREEMENT (the “Agreement”), effective as of August 25, 2004 (the “Effective Date”), is made by and between Sunesis Pharmaceuticals, Inc., a Delaware corporation, having a principal place of business at 341 Oyster Point Boulevard, South San Francisco, CA 94080 (“Sunesis”), and Biogen Idec MA Inc., a Massachusetts corporation, having a principal place of business at 14 Cambridge Center, Cambridge, MA (“Biogen Idec”). Sunesis and Biogen Idec are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

Amendment No.2 to Collaboration Agreement
Collaboration Agreement • January 27th, 2005 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations

This Amendment, effective September 17, 2003, is to the Collaboration Agreement (the “Collaboration Agreement”) effective December 18, 2002 between Sunesis Pharmaceuticals, Inc., (“Sunesis”) a Delaware corporation, having a principal place of business at 341 Oyster Point Boulevard, South San Francisco 94080 and Biogen, Inc. (“Biogen”), a Massachusetts corporation, having a principal place of business at 14 Cambridge Center, MA 02142.

NOTICE OF EXTENSION AND SECOND AMENDMENT TO COLLABORATION AGREEMENT
Collaboration Agreement • January 27th, 2005 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations

This Notice and Amendment to the Collaboration Agreement (the “Amendment”) dated as of December 15, 2003 (the “Effective Date”) is between Sunesis Pharmaceuticals, Inc., having a principal place of business at 341 Oyster Point Boulevard, South San Francisco, California 94080 (“Sunesis”), a Delaware Corporation, and Johnson & Johnson Pharmaceutical Research & Development, L.L.C., a limited liability company, having a principal place of business at 920 U.S. Route 202, Raritan, New Jersey 08869 (“JJPRD”). Sunesis and JJPRD may be referred to individually herein as a “Party” or together as the Parties and all references to “Sunesis” and “JJPRD” shall include their respective Affiliates, unless otherwise indicated.

LICENSE and RESEARCH COLLABORATION AGREEMENT between MERCK & CO., INC. and SUNESIS PHARMACEUTICALS, INC. LICENSE AND RESEARCH COLLABORATION AGREEMENT
License and Research Collaboration Agreement • January 27th, 2005 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations • New York

This LICENSE AND RESEARCH COLLABORATION AGREEMENT (the “Agreement”), effective as of July 22, 2004 (the “Effective Date”), is made by and between Sunesis Pharmaceuticals, Inc., a Delaware corporation, having a principal place of business at 341 Oyster Point Boulevard, South San Francisco, CA 94080 (“Sunesis”), and Merck & Co., Inc., a New Jersey corporation, having a principal place of business at One Merck Drive, Whitehouse Station, NJ 08889-0100 (“Merck”). Sunesis and Merck are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

COLLABORATION AGREEMENT
Collaboration Agreement • January 27th, 2005 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This COLLABORATION AGREEMENT (the “Agreement”), effective as of December , 2002 (the “Effective Date”), is made by and between Sunesis Pharmaceuticals, Inc., a Delaware corporation, having a principal place of business at 341 Oyster Point Boulevard, South San Francisco, CA 94080 (“Sunesis”), and Biogen, Inc., a Massachusetts corporation, having a principal place of business at 14 Cambridge Center, MA 02142 (“Biogen”). Sunesis and Biogen are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

Amendment No. 1 to Collaboration Agreement
Collaboration Agreement • January 27th, 2005 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations

This Amendment, effective June 17, 2003, is to the Collaboration Agreement (the “Collaboration Agreement”) effective December 18, 2002 between Sunesis Pharmaceuticals, Inc., (“Sunesis”) a Delaware corporation, having a principal place of business at 341 Oyster Point Boulevard, South San Francisco 94080 and Biogen, Inc. (“Biogen”), a Massachusetts corporation, having a principal place of business at 14 Cambridge Center, MA 02142.

AMENDMENT TO COLLABORATION AGREEMENT
Collaboration Agreement • January 27th, 2005 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations

This Amendment to the Collaboration Agreement (the “Amendment”), dated as of December 15, 2002 (the “Effective Date”), is between Sunesis Pharmaceuticals, Inc., having a principal place of business at 341 Oyster Point Boulevard, South San Francisco, CA 94080 (“Sunesis”), a Delaware Corporation, and Johnson & Johnson Pharmaceutical Research & Development, L.L.C., a limited liability company, having a principal place of business at 920 U.S. Route 202, Raritan, NJ 08869 (“JJPRD”). Sunesis and JJPRD may be referred to individually herein as a “Party” or together as the Parties and all references to “Sunesis” and “JJPRD” shall include their respective Affiliates, unless otherwise indicated.

LICENSE AND COLLABORATION AGREEMENT
License and Collaboration Agreement • January 27th, 2005 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This LICENSE AND COLLABORATION AGREEMENT (the “Agreement”), effective as of February 12, 2003 (the “Effective Date”), is made by and between Sunesis Pharmaceuticals, Inc., a Delaware corporation, having a principal place of business at 341 Oyster Point Boulevard, South San Francisco, CA 94080 (“Sunesis”), and Merck & Co., Inc., a New Jersey corporation, having a principal place of business at One Merck Drive, Whitehouse Station, NJ 08889-0100 (‘“Merck”). Sunesis and Merck are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

COLLABORATION AGREEMENT
Collaboration Agreement • January 27th, 2005 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations • California

This COLLABORATION AGREEMENT (the “Agreement”), effective as of May 3, 2002 (the “Effective Date”), is made by and between Sunesis Pharmaceuticals, Inc., a Delaware corporation, having a principal place of business at 341 Oyster Point Boulevard, South San Francisco, CA 94080 (“Sunesis”), and Johnson & Johnson Pharmaceutical Research & Development, L.L.C., a limited liability company incorporated in New Jersey, having a principal place of business at U.S. Route 202, Raritan, NJ 08869 (“JJPRD”). Sunesis and JJPRD are sometimes referred to herein as individually as a party and collectively as the parties. Reference to JJPRD herein includes reference to its Affiliates (as hereinafter defined) unless otherwise indicated.

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