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0001193125-14-086649 Sample Contracts

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EXECUTIVE SEVERANCE BENEFITS AGREEMENT
Executive Severance Benefits Agreement • March 6th, 2014 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations • California

This EXECUTIVE SEVERANCE BENEFITS AGREEMENT (the “Agreement”) is entered into this 6th day of March, 2014 (the “Effective Date”), between JOSEPH DEPINTO (“Executive”) and SUNESIS PHARMACEUTICALS, INC. 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 5.

SECOND AMENDMENT TO SUBLEASE
Sublease • March 6th, 2014 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations

THIS SECOND AMENDMENT TO SUBLEASE (this “Amendment”) is made and entered into as of the 16th day of January, 2014 (the “Amendment Date”) by and -between MCKESSON SPECIALTY CARE DISTRIBUTION CORPORATION, a Delaware corporation (“Sublandlord”) and SUNESIS PHARMACEUTICALS, INC., a Delaware Corporation (“Subtenant”).

AMENDED AND RESTATED LICENSE AGREEMENT
License Agreement • March 6th, 2014 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This AMENDED AND RESTATED LICENSE AGREEMENT (the “Agreement”), effective as of January 8, 2014 (the “Amendment Effective Date”), is made by and between Sunesis Pharmaceuticals, Inc., a Delaware corporation, having a principal place of business at 395 Oyster Point Boulevard, Suite 400, South San Francisco, CA 94080 (“Sunesis”), and Millennium Pharmaceuticals, Inc., a Delaware corporation, having a principal place of business at 40 Landsdowne Street, Cambridge, Massachusetts 02139 (“Millennium”). Sunesis and Millennium are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

SECOND AMENDED AND RESTATED COLLABORATION AGREEMENT
Collaboration Agreement • March 6th, 2014 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations

This COLLABORATION AGREEMENT (this “Agreement”), effective as of December 16, 2013 (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”.

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