0001144204-08-061865 Sample Contracts

SUNESIS PHARMACEUTICALS, INC. CONSULTING AGREEMENT Effective Date: August 5, 2008 Expiration Date: August 31, 2009 Contract No. 2008-3101.0
Consulting Agreement • November 7th, 2008 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations • California

This Consulting Agreement (the “Agreement”) is entered into by and between Sunesis Pharmaceuticals, Inc. (“SUNESIS”) and Robert McDowell, Ph.D. (“CONSULTANT”). SUNESIS desires to have CONSULTANT serve as a non-exclusive consultant to SUNESIS under the terms of this Agreement.

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SUNESIS PHARMACEUTICALS, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT (OUTSIDE DIRECTORS - ANNUAL GRANT)
Stock Option Agreement • November 7th, 2008 • Sunesis Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

Sunesis Pharmaceuticals, Inc. (the “Company”), pursuant to the Sunesis Pharmaceuticals, Inc. 2005 Equity Incentive Award Plan (the “Plan”), hereby grants to the Optionee listed below (“Optionee”), an option to purchase the number of shares of the Company’s Stock set forth below (the “Option”). This Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement and the Plan, each of which are attached hereto and incorporated herein by reference. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan.

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