**SUNESIS
      PHARMACEUTICALS, INC.**





**CONSULTING
      AGREEMENT**





**Effective
      Date** **:**  **August
      5, 2008**





**Expiration
      Date** **:**  **August
      31, 2009**





**Contract
      No. 2008-3101.0**





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.





NOW,
      THEREFORE, CONSULTANT and SUNESIS agree as follows:





**1.**
            **SERVICES
                AND COMPENSATION.**





a.  **Consulting
      Services** **.** During
      the term of this Agreement, CONSULTANT will provide consulting services (the
      “ Services ”)
      to
      SUNESIS as described on Exhibit A attached
      to this Agreement. CONSULTANT shall use best efforts to perform the Services
      in
      a manner satisfactory to SUNESIS. Without limiting the foregoing, CONSULTANT
      shall provide Services to SUNESIS in accordance with generally accepted
      professional standards as applied to similar projects performed under similar
      conditions prevailing in the industry at the time such Services are rendered
      to
      SUNESIS. CONSULTANT shall not subcontract any portion of CONSULTANT’s duties or
      obligations under this Agreement without the prior written consent of SUNESIS.





b.  **SUNESIS
      Liaison; Reports** **.** CONSULTANT will report to the SUNESIS representative or agent (hereinafter,
      the
“ SUNESIS
      Liaison ”,
      specified on Exhibit
      A )
      concerning the Services performed under this Agreement. The nature and frequency
      of these reports will be left to the discretion of the SUNESIS Liaison. Any
      and
      all such reports prepared by Consultant shall be the Confidential Information
      (as defined below) and sole property of SUNESIS.





c.  **Support** **.** SUNESIS
      may from time to time provide CONSULTANT with such support facilities and space
      at SUNESIS as may be required in SUNESIS’ sole judgment to enable CONSULTANT to
      properly perform the Services. Notwithstanding the foregoing, CONSULTANT shall
      be responsible for securing, at CONSULTANT’s sole expense, such other
      facilities, equipment, space and any other items that are not expenses per
      Section 1(d) below that are required by CONSULTANT to perform the
      Services.





d.  **Compensation** **.** In
      consideration for CONSULTANT’s performance of Services, SUNESIS will pay
      CONSULTANT in accordance with the fees and payment terms set forth in Exhibit
      A .
      CONSULTANT shall send SUNESIS an invoice monthly for services rendered. Unless
      otherwise set forth in Exhibit A, SUNESIS shall make payments to CONSULTANT
      within fifteen (15) days of invoice receipt.


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e.  **Expenses** **.** CONSULTANT shall be reimbursed for any reasonable expenses incurred while
      performing Services on behalf of SUNESIS, including travel expenses (i.e.
      airfare, meals and lodging). Any air travel on behalf of SUNESIS shall be coach
      class unless otherwise mutually agreed by the parties. As a condition to receipt
      of reimbursement, CONSULTANT shall be required to submit to SUNESIS reasonable
      evidence that the amount involved was expended and related to Services provided
      under this Agreement.





**2.**
            **CONFIDENTIALITY.**





a.  **Confidential
      Information** **.** As used
      in this Agreement, the term “ Confidential
      Information ”
means
      information (A) pertaining to any aspects of SUNESIS’ business, including
      but not limited to its research, technical data, products, services, plans
      for
      products or services, customers and potential customers, markets and marketing,
      finances, financial projections, employees (including employee compensation),
      patents, patent applications, developments, inventions, processes, designs,
      drawings, engineering, formulae, regulatory information, medical reports,
      clinical data and analysis, compounds, chemical structures, compositions,
      microorganisms or other cell types, proteins, peptides, reagents, cell lines,
      genetic or other biological materials, chemical formulas, business plans, and
      agreements with third parties, disclosed to CONSULTANT by SUNESIS either
      directly or indirectly in writing, orally or otherwise, or (B) created by
      CONSULTANT as part of the Services, whether or not during working hours.
      Confidential Information also includes any information, which SUNESIS has
      received from a third party which SUNESIS is obligated to treat as confidential
      or proprietary. Notwithstanding the foregoing, Confidential Information shall
      not include information that CONSULTANT can demonstrate by competent written
      proof: (i) was in the public domain at the time it was disclosed or has
      entered the public domain through no fault of CONSULTANT; (ii) was known to
      CONSULTANT, other than under an obligation of confidentiality, at the time
      of
      disclosure; (iii) was received by CONSULTANT from a third party authorized
      to make such disclosure; or (iv) is independently developed by CONSULTANT
      without any use of Confidential Information.





b.  **Confidentiality
      Obligations** **.**





i.  CONSULTANT
      shall not, during the term of this Agreement or for ten (10) years after the
      date of expiration or termination of this Agreement, use any Confidential
      Information for any purpose whatsoever other than the performance of the
      Services on behalf of SUNESIS, or disclose Confidential Information to any
      third
      party. CONSULTANT agrees not to make copies of Confidential Information except
      as authorized by SUNESIS. CONSULTANT agrees that Confidential Information,
      including any copies thereof, shall remain the sole property of SUNESIS. Without
      SUNESIS’ prior written approval, CONSULTANT will not directly or indirectly
      disclose to anyone the existence of this Agreement or the fact that CONSULTANT
      has this arrangement with SUNESIS. ****


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ii.  CONSULTANT
      shall take all reasonable precautions to prevent any unauthorized use, access
      or
      disclosure of Confidential Information, including but not limited to
      (i) using the highest degree of care that it utilizes to protect its own
      most sensitive confidential information of a similar nature,
      (ii) maintaining any such Confidential Information or any information
      derived therefrom wholly separate from information provided to CONSULTANT by
      any
      third party or belonging thereto, (iii) not taking any such Confidential
      Information into the facilities of any third party, (iv) not copying or
      reverse engineering any such Confidential Information, except to the extent
      necessary to perform the Services, and (v) immediately informing SUNESIS,
      in writing, of any actual or suspected unauthorized use, disclosure or access
      to
      Confidential Information.





iii.  Upon
      expiration or termination of this Agreement, or upon SUNESIS’ earlier request,
      CONSULTANT will deliver to SUNESIS all Confidential Information and any property
      relating thereto and all tangible embodiments thereof in CONSULTANT’s possession
      or control.





iv.  This
      Section 2(b) shall not prevent CONSULTANT from disclosing Confidential
      Information that it is required to disclose pursuant to an order or requirement
      of a court or other governmental agency; *provided,
      however* ,
      CONSULTANT shall provide prompt notice to SUNESIS of such order or requirement
      to enable SUNESIS the opportunity to seek a protective order or otherwise
      prevent or restrict such disclosure.





**3.**
            **OWNERSHIP.**





a.  **Inventions** **.** CONSULTANT agrees that all information (including, without limitation, business
      plans and/or business information), technology, know-how, materials, notes,
      records, designs, discoveries, formulae, compositions, processes, devices,
      trade
      secrets, trademarks, inventions, developments, original works of authorship,
      concepts, improvements, methods, techniques, and ideas, whether or not
      patentable or registrable under copyright or similar laws, discovered or
      developed or conceived or reduced to practice by CONSULTANT, solely or in
      collaboration with others, (i) in the course of or as a result of
      performing the Services, (ii) through use of information disclosed by
      SUNESIS, (iii) through funding provided by SUNESIS, and/or (iv) from
      use of premises or materials owned, leased or contracted for by SUNESIS
      (collectively, “ Inventions ”)
      are
      the sole property of SUNESIS. CONSULTANT also agrees to assign (or cause to
      be
      assigned) and hereby irrevocably assigns fully to SUNESIS, or SUNESIS’ designee,
      all right, title and interest throughout the world in and to the Inventions
      and
      any copyrights, patents, mask work rights or other intellectual property rights
      relating to all Inventions. CONSULTANT will not disclose Inventions to any
      person outside SUNESIS unless requested to do so by the President of
      SUNESIS.





b.  **Further
      Assistance** **.** Without
      further compensation, CONSULTANT hereby agrees promptly to disclose to SUNESIS
      all Inventions. CONSULTANT agrees to sign, execute and acknowledge or cause
      to
      be signed, executed and acknowledged, at the expense of SUNESIS, any and all
      documents and to perform, any and all acts deemed necessary, useful or
      convenient by SUNESIS for the purposes of perfecting the foregoing assignments
      and obtaining, enforcing and defending intellectual property rights in any
      and
      all countries with respect to Inventions. CONSULTANT agrees that CONSULTANT’s
      foregoing obligation shall continue after the termination of this Agreement.
      It
      is understood and agreed that SUNESIS or SUNESIS’s designee shall have the sole
      right, but not the obligation, to prepare, file, prosecute and maintain patents
      applications and patents worldwide with respect to Inventions.


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c.  **Power
      of Attorney** **.** If
      SUNESIS is unable because of CONSULTANT’s mental or physical incapacity or
      unavailability or for any other reason to secure CONSULTANT’s signature to apply
      for or to pursue any application for any United States or foreign patents or
      copyright registrations covering Inventions assigned to SUNESIS as above, then
      CONSULTANT hereby irrevocably designates and appoints SUNESIS and its duly
      authorized officers and agents as CONSULTANT’s agent and attorney in fact, to
      act for and in CONSULTANT’s behalf to execute and file any such applications and
      to do all other lawfully permitted acts to further the application for,
      prosecution, issuance, maintenance or transfer of letters patent or copyright
      registrations thereon with the same legal force and effect as if originally
      executed by CONSULTANT. CONSULTANT hereby waives and irrevocably quitclaims
      to
      SUNESIS any and all claims, of any nature whatsoever, that CONSULTANT now or
      hereafter has for infringement of any and all proprietary rights assigned to
      SUNESIS.





d.  **Non-exclusive
      License Grant** **.** CONSULTANT
      agrees that, if in the course of performing the Services, CONSULTANT
      incorporates into any Invention developed hereunder any invention, improvement,
      development concept, discovery or other proprietary information owned by
      CONSULTANT or in which CONSULTANT has an interest (“ Item ”),
      SUNESIS is hereby granted and shall have a non-exclusive, royalty-free,
      perpetual, irrevocable, worldwide license to make, have made, modify, reproduce,
      display, use and sell such Item as part of or in connection with the
      exploitation of such Invention.





e.  **Return
      of Inventions** **.** Upon
      the
      expiration or termination of this Agreement for any reason, or upon SUNESIS’s
      earlier request, CONSULTANT will deliver to SUNESIS all property relating to,
      and all tangible embodiments of, Inventions in CONSULTANT’s possession or
      control.





**4.**  **TERM
      AND TERMINATION.** The
      term
      of this Agreement shall commence on the Effective Date and continue until the
      Expiration Date, unless terminated before the Expiration Date. This Agreement
      may be terminated at any time by either party, with or without cause, and
      without prejudice to any right or remedy a party may have due to any failure
      of
      the other party to perform their obligations under this Agreement, upon
      ten (10) days written notice to the other party. In addition, SUNESIS may
      terminate this Agreement immediately and without prior notice if CONSULTANT
      is
      in breach of any material provision of this Agreement. The obligations of the
      parties contained in Sections 2, 3, 4, 5 and 8 hereof shall survive
      expiration or termination of this Agreement.





**5.**  **INDEPENDENT
      CONTRACTOR.** CONSULTANT’s relationship with SUNESIS will be that of an independent contractor
      and not that of an employee. CONSULTANT will not be eligible for any employee
      benefits or unemployment benefits, nor will SUNESIS make deductions from
      payments made to CONSULTANT for taxes, unless as otherwise required by law,
      all
      of which will be CONSULTANT’s responsibility. CONSULTANT agrees to indemnify and
      hold SUNESIS harmless from any and all liability for, or assessment of, any
      such
      taxes imposed on SUNESIS by relevant taxing authorities. CONSULTANT will have
      no
      authority to enter into contracts that bind SUNESIS or create obligations on
      the
      part of SUNESIS without the prior express written authorization of
      SUNESIS.


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**6.**  **CERTAIN
      OTHER CONTRACTS** .





a.
            CONSULTANT
                will not disclose to SUNESIS any information that CONSULTANT is obligated
                to keep secret pursuant to an existing confidentiality agreement
                with a
                third party, and nothing in this Agreement will impose any obligation
                on
                CONSULTANT to the contrary.





b.
            The
                Services performed hereunder will not be conducted on time that is
                required to be devoted to any other third party. CONSULTANT shall
                not use
                the funding, resources and facilities of any other third party, without
                the prior written consent of SUNESIS, to perform Services hereunder
                and
                shall not perform Services hereunder in any manner that would give
                any
                third party rights or access to the product of such
                Services.





**7.**  **NO
      CONFLICTING OBLIGATIONS** .
      During
      the term of this Agreement, CONSULTANT shall
      not enter
      into a binding agreement that
      would conflict with any of the provisions of this Agreement and/or preclude CONSULTANT from
      complying with the provisions hereof.





**8.**  **MISCELLANEOUS.**





a.  **At-Will
      Relationship** **.** CONSULTANT understands and acknowledges that CONSULTANT’s consulting
      relationship with SUNESIS is and shall continue to be at-will, as defined under
      applicable law, meaning that either CONSULTANT or SUNESIS may terminate the
      relationship at any time for any reason or no reason, without further obligation
      or liability.





b.  **Non-solicitation** **.** During
      the Term of this Agreement and for a period of twenty-four (24) months
      thereafter CONSULTANT will not directly or indirectly solicit, recruit, hire
      away, or induce or encourage to leave any employee or consultant of SUNESIS.





c.  **No
      Conflict: Valid and Binding** .
      CONSULTANT represents that neither the execution of this Agreement nor the
      performance of CONSULTANT’s obligations under this Agreement will result in a
      violation or breach of any other agreement by which CONSULTANT is bound. SUNESIS
      represents that this Agreement has been duly authorized and executed and is
      a
      valid and legally binding obligation of SUNESIS, subject to no conflicting
      agreements.





d.  **Use
      of Name** .
      Neither
      party shall have the right to use the name of the other party without such
      other
      party’s prior written consent, except that it is understood that the name of
      CONSULTANT may appear in certain SUNESIS disclosure documents, including those
      required by securities laws and in other regulatory and administrative filings
      in the ordinary course of SUNESIS’ business.


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e.  **Withholding
      Taxes** **.** California tax(es) will be deducted pursuant to California State Franchise
      Tax
      Board Publication 1023 for all non-resident consultants unless the appropriate
      exemption forms are completed and provided to SUNESIS.





f.  **Remedies** **.** CONSULTANT acknowledges that SUNESIS would have no adequate remedy at law to
      enforce Sections 2 and 3 hereof. In the event of a violation by CONSULTANT
      of such Sections, SUNESIS shall have the right to obtain injunctive or similar
      relief, as well as all other relevant damages, without the requirement of
      posting bond or other similar measures.





g.  **Choice
      of Law** **.** The
      validity, interpretation, construction and performance of this Agreement shall
      be governed by the laws of the State of California, without giving effect to
      the
      principles of conflict of laws.





h.  **Arbitration** **.** Any **** dispute
      or claim arising out of or in connection with any provision of this Agreement
      will be finally settled by binding arbitration in San Mateo County, California
      in accordance with the rules of the American Arbitration Association by one
      arbitrator **** appointed
      in accordance with said rules. The arbitrator shall apply California law,
      without reference to rules of conflicts of law or rules of statutory
      arbitration, to the resolution of any dispute. Judgment on the award rendered
      by
      the arbitrator may be entered in any court having jurisdiction thereof.
      Notwithstanding the foregoing, the parties may apply to any court of competent
      jurisdiction for preliminary or interim equitable relief, or to compel
      arbitration in accordance with this paragraph, without breach of this
      arbitration provision.





i.  **Notices** **.** Any
      notice required or permitted by this Agreement shall be in writing and shall
      be
      deemed sufficient upon receipt, when delivered personally or by courier,
      overnight delivery service or confirmed facsimile, or forty-eight (48) hours
      after being deposited in the regular mail as certified or registered mail
      (airmail if sent internationally) with postage prepaid, if such notice is
      addressed to the party to be notified at such party’s address or facsimile
      number as set forth with the signatures below, or as subsequently modified
      by
      written notice. Notices to SUNESIS shall be sent to the attention of General
      Counsel.





j.  **Assignment** **.** Due
      to
      the personal nature of the Services to be rendered hereunder, CONSULTANT may
      not
      assign this Agreement. SUNESIS may assign this Agreement without the consent
      of
      CONSULTANT. Subject to the foregoing, this Agreement will inure to the benefit
      of and be binding upon each of the heirs, assigns and successors of the
      respective parties.





k.  **Severability** **.** If one
      or more provisions of this Agreement are held to be unenforceable under
      applicable law, the parties agree to renegotiate such provision in good faith.
      In the event that the parties cannot reach a mutually agreeable and enforceable
      replacement for such provision, then (i) such provision shall be excluded
      from this Agreement, (ii) the balance of the Agreement shall be interpreted
      as if such provision were so excluded and (iii) the balance of the
      Agreement shall be enforceable in accordance with its terms.


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l.  **Waiver** .
      Waiver
      or forbearance by either party or the failure by either party to claim a breach
      of any provision of this Agreement or exercise any right or remedy provided
      by
      this Agreement or applicable law shall not be deemed to constitute a waiver
      with
      respect to any subsequent breach of any provision hereof.





m.  **Advice
      of Counsel** **.** EACH
      PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE
      OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND
      UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT
      SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR
      PREPARATION HEREOF.





n.  **Headings** **.** Headings
      are used in this Agreement for reference only and shall not be considered when
      interpreting this Agreement. ****





o.  **Amendments** **.** Any term
      of this Agreement may be amended or modified only with the written consent
      of
      the parties.





p.  **Entire
      Agreement** **.** This
      Agreement, including the Exhibit A hereto,
      constitutes the entire agreement between SUNESIS and CONSULTANT with respect
      to
      the subject matter of this Agreement and supercedes all prior written and oral
      agreements between the parties regarding the subject matter of this Agreement.





q.  **Counterparts** **.** This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original and all of which together will constitute one and the same instrument,
      and may be executed through the use of facsimiles.





IN
      WITNESS WHEREOF, the parties have executed this Agreement, effective as of
      the
      date first written above, on the dates set forth below.




SUNESIS PHARMACEUTICALS,
                INC.
              
              ROBERT MCDOWELL,
                PH.D.395 Oyster Point Boulevard,
                Suite
                400
              
              1264 Church
                StreetSouth San Francisco, California
                94080
              
              San Francisco, California
                94114By:
              /s/
                Valerie Pierce___________________
              
              By:/s/ Robert McDowell________Print Name:
Valerie
                Pierce_________________Title:SVP
                & GC_______________________Date Signed:8/21/08____________________
              
              Date Signed:8/20/08____________


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**EXHIBIT
      A**





**SERVICES
      AND FEES**





I.  Services
      to be provided include:





a)
            Review
                and support ongoing business and corporate development activities,
                as
                maybe requested from time to time;





b)
            Attend
                (or present at) SUNESIS’ project meetings, as may be requested from time
                to time by SUNESIS; and





c)
            Provide
                written reports in connection with Services in a timely manner, or
                as
                requested by SUNESIS, when
                applicable.





II.  Fees
      and
      Payments





Hourly
      Rate:  $200
      per
      hour, prorated for partial hours.





Amounts
      payable for Services hereunder shall not exceed $10,000 during the term of
      the
      Consulting Agreement. All requests for payment will be in a form of a detailed
      invoice emailed to the SUNESIS Liaison (indicated below) with a copy to AP@sunesis.com .








III.
      SUNESIS Liaison





Lesley
      A.
      Stolz, Ph.D.


VP,
      Corporate & Business Development


Sunesis
      Pharmaceuticals, Inc.


395
      Oyster Point Blvd., Suite 400


South
      San
      Francisco, CA 94080


Phone: (650)
      266-3738


Fax : (650)
      266-3520


Mobile :  (510)
      229-8695


Email : lstolz@sunesis.com


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