NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR WITHOUT AN...Warrant Agreement • April 29th, 2005 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations • Connecticut
THIS CERTIFIES THAT, for value received, General Electric Capital Corporation (“Holder”) is entitled to subscribe for and purchase One Thousand Four Hundred Thirty Five (1,435) shares of the fully paid and nonassessable Series C-1 Preferred Stock (the “Shares” or the “Preferred Stock”) of Sunesis Pharmaceuticals Incorporated, a Delaware corporation (the “Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Series C-1 Preferred Stock” shall mean the Company’s presently authorized Series C-1 Preferred Stock and any stock into which such Series C-1 Preferred Stock may hereafter be converted or exchanged.
LICENSE AGREEMENT (AG-7352)License Agreement • April 29th, 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”)
COLLABORATION AGREEMENTCollaboration Agreement • April 29th, 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”.
MASTER SECURITY AGREEMENT dated as of June 15, 2000 (“Agreement”)Master Security Agreement • April 29th, 2005 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations
THIS AGREEMENT is between General Electric Capital Corporation (together with its successors and assigns, if any, “Secured Party”), and Sunesis Pharmaceuticals Incorporated (“Debtor”). Secured Party has an office at 5150 EI Camino Real, Suite B-21, Los Altos, CA 94022. Debtor is a corporation organized and existing under the laws of the state of Delaware. Debtor’s mailing address and chief place of business is 3696 Haven Avenue, Suite C, Redwood City, CA 94063.
SUNESIS PHARMACEUTICALS, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 29th, 2005 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations • California
This Stock Purchase Agreement (this “Agreement”) is entered into by and between Sunesis Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Bristol-Myers Squibb Company, a Delaware corporation (“BMS”), as of April 27, 2005.
SUNESIS PHARMACEUTICALS, INC. AMENDMENT TO EIGHTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 29th, 2005 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations
This Amendment (the “Amendment”) to the Eighth Amended and Restated Investor Rights Agreement dated August 30, 2004 (the “Agreement”) is entered into as of April 27, 2005 by and among Sunesis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Bristol-Myers Squibb Company (“BMS”) and the parties to the Agreement set forth on the signature pages hereto (the “Prior Investors”). The Prior Investors and BMS are collectively referred to hereinafter as the “Investors” and each individually as an “Investor.” Capitalized terms used herein without definition have the meanings given to such terms in the Agreement.
THIRD AMENDMENT TO COLLABORATION AGREEMENTCollaboration Agreement • April 29th, 2005 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations
This Third Amendment to Collaboration Agreement (“Amendment”), entered into and effective as of December 22, 2004 (the “Effective Date”), is between Sunesis Pharmaceuticals, Inc., a Delaware Corporation having a principal place of business at 341 Oyster Point Boulevard, South San Francisco, California 94080 (“Sunesis”), and Johnson & Johnson Pharmaceutical Research & Development, L.L.C., a New Jersey limited liability company having a 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”.
