0001104659-06-072063 Sample Contracts

EXECUTIVE SEVERANCE BENEFITS AGREEMENT
Executive Severance Benefits Agreement • November 7th, 2006 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations • California

This EXECUTIVE SEVERANCE BENEFITS AGREEMENT (the “Agreement”) is entered into this first day of November, 2006 (the “Effective Date”), between DARYL B. WINTER, PH.D. (“Executive”) and SUNESIS PHARMACEUTICALS, INC. (the “Company”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events. Certain capitalized terms used in this Agreement are defined in Article 6.

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Letter of Agreement
Letter of Agreement • November 7th, 2006 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations

Certain terms used in this Letter Agreement are defined in the Executive Severance Benefits Agreement between the Company and Executive dated August 16, 2005 (the “General Counsel Agreement”), which is specifically incorporated by reference.

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