0001144204-07-023598 Sample Contracts

David C. Stump, M.D. 11501 Dalyn Terrace Potomac, MD 20854 Re: Letter Agreement for Consulting Services (“Letter Agreement”) Dear Dr. Stump:
Invention Assignment Agreement • May 9th, 2007 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations • California

We are pleased that you have agreed to enter into a consulting relationship with Sunesis. This letter serves as formal agreement between you and Sunesis and sets forth the terms and conditions of the consulting relationship.

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AMENDMENT TO THE AMENDED AND RESTATED CONSULTING AGREEMENT
Restated Consulting Agreement • May 9th, 2007 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations

THIS AMENDMENT (“Amendment”) effective December 21, 2005 (“Amendment Effective Date”) is to the existing amended and restated Consulting Agreement (the “Agreement”) dated August 8, 2005 (the “Effective Date’) between James A. Wells, Ph.D. (“Consultant”) and Sunesis Pharmaceuticals Inc. (“Sunesis”). All capitalized terms herein shall have the same meaning as set forth in the Agreement.

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