##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2010

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from              to

Commission file number: 000-51531





LOGO

SUNESIS PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)







|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 94-3295878                             
|(State or Other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer
Identification Number)

395 Oyster Point Boulevard, Suite 400

South San Francisco, California 94080

(Address of Principal Executive Offices including Zip Code)

(650) 266-3500

(Registrants Telephone Number, Including Area Code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x     No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act
Rule 12b-2).    Yes   ̈    No  x

The registrant had 57,981,195 shares of common stock, $0.0001 par value per share, outstanding as of April 15, 2010.









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##### Table of Contents

SUNESIS PHARMACEUTICALS, INC.

TABLE OF CONTENTS



|                              |  |                                                                                                    |  |        
|----------------------------- |  | -------------------------------------------------------------------------------------------------- |  | -------
|                              |  |                                                                                                    |  | PageNo.
|PART I. FINANCIAL INFORMATION |  | 3                                                                                                 
|                              |  |                                                                                                   
|Item 1.                       |  | Financial Statements:                                                                              |  | 3      
|                              |  |                                                                                                   
|                              |  | Condensed Consolidated Balance Sheets as of March 31, 2010 and December 31, 2009                   |  | 3      
|                              |  |                                                                                                   
|                              |  | Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2010 and 2009 |  | 4      
|                              |  |                                                                                                   
|                              |  | Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2010 and 2009 |  | 5      
|                              |  |                                                                                                   
|                              |  | Notes to Condensed Consolidated Financial Statements                                               |  | 6      
|                              |  |                                                                                                   
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations              |  | 11     
|                              |  |                                                                                                   
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                         |  | 15     
|                              |  |                                                                                                   
|Item 4T.                      |  | Controls and Procedures                                                                            |  | 15     
|                              | 
|PART II. OTHER INFORMATION    |  | 16                                                                                                
|                              |  |                                                                                                   
|Item 1.                       |  | Legal Proceedings                                                                                  |  | 16     
|                              |  |                                                                                                   
|Item 1A.                      |  | Risk Factors                                                                                       |  | 16     
|                              |  |                                                                                                   
|Item 2.                       |  | Unregistered Sales of Equity Securities and Use of Proceeds                                        |  | 29     
|                              |  |                                                                                                   
|Item 3.                       |  | Defaults Upon Senior Securities                                                                    |  | 29     
|                              |  |                                                                                                   
|Item 4.                       |  | (Removed and Reserved)                                                                             |  | 29     
|                              |  |                                                                                                   
|Item 5.                       |  | Other Information                                                                                  |  | 29     
|                              |  |                                                                                                   
|Item 6.                       |  | Exhibits                                                                                           |  | 30     
|                              |  |                                                                                                   
|                              |  | Signature                                                                                          |  | 30     



2



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##### Table of Contents

PART I  FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

SUNESIS PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS



|                                           |  |               |              |   |                  |   |              |  
|------------------------------------------ |  | ------------- | ------------ | - | ---------------- | - | ------------ | -
|                                           |  | March 31,2010 |              |   | December 31,2009 |  
|                                           |  | (Unaudited)   |              |   | (1)              |  
|ASSETS                                     |  |               |              |   |                  |   |              |  
|Current assets:                            |  |               |              |   |                  |   |              |  
|Cash and cash equivalents                  |  | $             | 14,669,251   |   |                  | $ | 4,258,715    |  
|Prepaids and other current assets          |  |               | 372,109      |   |                  |   | 583,030      |  
|                                           |  |               |              |   |                  |   |              |  
|Total current assets                       |  |               | 15,041,360   |   |                  |   | 4,841,745    |  
|Property and equipment, net                |  |               | 223,726      |   |                  |   | 263,111      |  
|Deposits and other assets                  |  |               | 64,425       |   |                  |   | 64,425       |  
|                                           |  |               |              |   |                  |   |              |  
|Total assets                               |  | $             | 15,329,511   |   |                  | $ | 5,169,281    |  
|                                           |  |               |              |   |                  |   |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY       |  |               |              |   |                  |   |              |  
|Current liabilities:                       |  |               |              |   |                  |   |              |  
|Accounts payable                           |  | $             | 673,333      |   |                  | $ | 360,300      |  
|Accrued clinical expense                   |  |               | 1,073,122    |   |                  |   | 1,129,226    |  
|Accrued compensation                       |  |               | 921,338      |   |                  |   | 728,744      |  
|Other accrued liabilities                  |  |               | 763,198      |   |                  |   | 761,476      |  
|Current portion of deferred rent           |  |               | 26,979       |   |                  |   | 27,943       |  
|Deferred revenue                           |  |               | 14,583       |   |                  |   | 27,083       |  
|                                           |  |               |              |   |                  |   |              |  
|Total current liabilities                  |  |               | 3,472,553    |   |                  |   | 3,034,772    |  
|                                           |  |              
|Non-current portion of deferred rent       |  |               | 68,692       |   |                  |   | 74,105       |  
|                                           |  |              
|Commitments                                |  |               |              |   |                  |   |              |  
|                                           |  |              
|Stockholders equity:                      |  |               |              |   |                  |   |              |  
|Convertible preferred stock                |  |               | 60,004,986   |   |                  |   | 60,004,986   |  
|Common stock                               |  |               | 5,798        |   |                  |   | 3,590        |  
|Additional paid-in capital                 |  |               | 312,842,920  |   |                  |   | 298,469,584  |  
|Accumulated deficit                        |  |               | (361,065,438 | ) |                  |   | (356,417,756 | )
|                                           |  |               |              |   |                  |   |              |  
|Total stockholders equity                 |  |               | 11,788,266   |   |                  |   | 2,060,404    |  
|                                           |  |               |              |   |                  |   |              |  
|Total liabilities and stockholders equity |  | $             | 15,329,511   |   |                  | $ | 5,169,281    |  
|                                           |  |               |              |   |                  |   |              |  



|(1) | The condensed consolidated balance sheet as of December 31, 2009 has been derived from the audited financial statements as of that date included in the
Companys Annual Report on Form 10-K for the year ended December 31, 2009.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

See accompanying notes
to condensed consolidated financial statements.



3



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##### Table of Contents

SUNESIS PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



|                                                                     |  |                              |            |   |      |   |            |  
|-------------------------------------------------------------------- |  | ---------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                     |  | Three months endedMarch 
31, |           
|                                                                     |  | 2010                         |            |   | 2009 |  
|                                                                     |  | (Unaudited)                  |           
|Revenue:                                                             |  |                              |            |   |      |   |            |  
|Collaboration revenue                                                |  | $                            | 12,500     |   |      | $ | 12,500     |  
|License and other revenue                                            |  |                              |           |   |      |   | 211,547    |  
|                                                                     |  |                              |            |   |      |   |            |  
|Total revenues                                                       |  |                              | 12,500     |   |      |   | 224,047    |  
|                                                                     |  |                             
|Operating expenses:                                                  |  |                              |            |   |      |   |            |  
|Research and development                                             |  |                              | 3,109,841  |   |      |   | 4,264,152  |  
|General and administrative                                           |  |                              | 1,553,912  |   |      |   | 2,355,012  |  
|Restructuring charges                                                |  |                              |           |   |      |   | 1,862,861  |  
|                                                                     |  |                              |            |   |      |   |            |  
|Total operating expenses                                             |  |                              | 4,663,753  |   |      |   | 8,482,025  |  
|                                                                     |  |                              |            |   |      |   |            |  
|Loss from operations                                                 |  |                              | (4,651,253 | ) |      |   | (8,257,978 | )
|                                                                     |  |                             
|Other income (expense), net                                          |  |                              | 3,571      |   |      |   | (105,458   | )
|                                                                     |  |                              |            |   |      |   |            |  
|Net loss                                                             |  | $                            | (4,647,682 | ) |      | $ | (8,363,436 | )
|                                                                     |  |                              |            |   |      |   |            |  
|                                                                     |  |                             
|Basic and diluted net loss per common share                          |  | $                            | (0.11      | ) |      | $ | (0.24      | )
|                                                                     |  |                             
|Shares used in computing basic and diluted net loss per common share |  |                              | 42,854,606 |   |      |   | 34,409,768 |  

See accompanying notes
to condensed consolidated financial statements.



4



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##### Table of Contents

SUNESIS PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                            |  |                             |            |   |      |   |            |  
|------------------------------------------------------------------------------------------- |  | --------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                                            |  | Three months endedMarch
31, |           
|                                                                                            |  | 2010                        |            |   | 2009 |  
|                                                                                            |  | (Unaudited)                 |           
|Cash flows from operating activities                                                        |  |                             |            |   |      |   |            |  
|Net loss                                                                                    |  | $                           | (4,647,682 | ) |      | $ | (8,363,436 | )
|Adjustments to reconcile loss to net cash used in operating activities:                     |  |                             |            |   |      |   |            |  
|Stock-based compensation expense                                                            |  |                             | 210,080    |   |      |   | 385,931    |  
|Depreciation and amortization                                                               |  |                             | 48,182     |   |      |   | 110,490    |  
|Non-cash restructuring reversals, net                                                       |  |                             |           |   |      |   | (1,396,287 | )
|(Gain) loss on sale or disposal of property and equipment                                   |  |                             | (595       | ) |      |   | 118,411    |  
|Changes in operating assets and liabilities:                                                |  |                             |            |   |      |   |            |  
|Prepaids and other current assets                                                           |  |                             | 210,921    |   |      |   | 171,355    |  
|Deposits and other assets                                                                   |  |                             |           |   |      |   | 51,002     |  
|Accounts payable                                                                            |  |                             | 313,033    |   |      |   | 229,656    |  
|Accrued clinical expense                                                                    |  |                             | (56,104    | ) |      |   | (71,619    | )
|Accrued compensation                                                                        |  |                             | 192,594    |   |      |   | 308,434    |  
|Other accrued liabilities                                                                   |  |                             | 1,722      |   |      |   | 44,078     |  
|Deferred rent                                                                               |  |                             | (6,377     | ) |      |   | 5,420      |  
|Deferred revenue                                                                            |  |                             | (12,500    | ) |      |   | 1,787,500  |  
|                                                                                            |  |                             |            |   |      |   |            |  
|Net cash used in operating activities                                                       |  |                             | (3,746,726 | ) |      |   | (6,619,065 | )
|                                                                                            |  |                             |            |   |      |   |            |  
|                                                                                            |  |                            
|Cash flows from investing activities                                                        |  |                             |            |   |      |   |            |  
|Purchases of property and equipment                                                         |  |                             | (8,797     | ) |      |   |           |  
|Proceeds from sale of property and equipment                                                |  |                             | 595        |   |      |   | 288,483    |  
|Proceeds from maturities of marketable securities                                           |  |                             |           |   |      |   | 4,314,003  |  
|                                                                                            |  |                             |            |   |      |   |            |  
|Net cash (used in) provided by investing activities                                         |  |                             | (8,202     | ) |      |   | 4,602,486  |  
|                                                                                            |  |                             |            |   |      |   |            |  
|                                                                                            |  |                            
|Cash flows from financing activities                                                        |  |                             |            |   |      |   |            |  
|                                                                                            |  |                            
|Proceeds from issuance of common stock, net of issuance costs and exercise of stock options |  |                             | 14,165,464 |   |      |   |           |  
|                                                                                            |  |                             |            |   |      |   |            |  
|Net cash provided by financing activities                                                   |  |                             | 14,165,464 |   |      |   |           |  
|                                                                                            |  |                             |            |   |      |   |            |  
|Net increase (decrease) in cash and cash equivalents                                        |  |                             | 10,410,536 |   |      |   | (2,016,579 | )
|Cash and cash equivalents at beginning of period                                            |  |                             | 4,258,715  |   |      |   | 6,296,942  |  
|                                                                                            |  |                             |            |   |      |   |            |  
|Cash and cash equivalents at end of period                                                  |  | $                           | 14,669,251 |   |      | $ | 4,280,363  |  
|                                                                                            |  |                             |            |   |      |   |            |  
|                                                                                            |  |                            
|Supplemental disclosure of non-cash activities                                              |  |                             |            |   |      |   |            |  
|Cashless exercise of warrants                                                               |  | $                           | 1,773,776  |   |      | $ |           |  
|                                                                                            |  |                             |            |   |      |   |            |  

See accompanying notes to condensed consolidated financial statements.



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SUNESIS PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010

(Unaudited)

1.
Organization and Summary of Significant Accounting Policies

Overview

Sunesis Pharmaceuticals, Inc. (the Company or Sunesis) was incorporated in the state of Delaware on
February 10, 1998, and its facilities are located in South San Francisco, California. Sunesis is a biopharmaceutical company focused on the development and commercialization of new oncology therapeutics for the treatment of hematologic and
solid tumor cancers. The Companys primary activities since incorporation have been conducting research and development internally and through corporate collaborators, in-licensing and out-licensing pharmaceutical compounds and technology,
conducting clinical trials and raising capital.

Significant Risks and Uncertainties

The Company has incurred significant losses and negative cash flows from operations since its inception, and as of March 31, 2010,
had cash and cash equivalents totaling $14.7 million and an accumulated deficit of $361.1 million.

The Company
believes that currently available cash and cash equivalents, including the net proceeds of $14.2 million from sales of common stock through March 31, 2010 under the controlled equity offering sales agreement with Cantor Fitzgerald &
Co., or Cantor (see Note 2), are sufficient to fund its operations through at least September 30, 2010. The Company will need to raise substantial additional funding in the near term in order to sustain operations beyond that date and before
undertaking any additional clinical trials of voreloxin. The significant negative cash flows and lack of financial resources of the Company raise substantial doubt as to the Companys ability to continue as a going concern. Management
expects to finance future cash needs primarily through equity issuances (including, but not limited to, the possible common equity closing of the Private Placement and subject to certain terms and conditions to closing described in Note 2 below),
debt arrangements, a possible partnership or license of development and/or commercialization rights of voreloxin, or a combination of the foregoing. Additional funding may not be available on acceptable terms, or at all.

If the Company is unable to raise additional funding to meet its working capital needs, it will be forced to delay or reduce the scope of
its voreloxin development program and/or limit or cease its operations. The accompanying consolidated financial statements do not reflect any adjustments relating to the recoverability and reclassification of assets and liabilities as that might be
necessary if the Company is unable to continue as a going concern.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements assume that the Company will continue as a going concern and have
been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and notes required by GAAP for complete financial statements. The financial statements include a wholly owned subsidiary, Sunesis Europe Limited, a United Kingdom corporation. Management has determined that the Company operates as a
single reportable segment. The financial statements include all adjustments (consisting only of normal recurring adjustments) that management believes are necessary for a fair presentation of the periods presented. The balance sheet as of
December 31, 2009 was derived from the audited financial statements as of that date. These interim financial results are not necessarily indicative of results to be expected for the full year or any other period. These unaudited condensed
consolidated financial statements and the notes accompanying them should be read in conjunction with the Companys Annual Report on Form 10-K for the year ended December 31, 2009.

Significant Estimates and Judgments

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the
amounts reported in the Companys condensed consolidated financial statements and accompanying notes. Actual results could differ materially from these estimates. Significant estimates, assumptions and judgments made by management include those
related to revenue recognition, clinical trial accounting, stock-based compensation and the valuation of equity instruments.



6



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##### Table of Contents

Loss per Common Share

Basic loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding for the period.
Diluted loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period plus dilutive potential common shares as determined using the as-if converted method for convertible preferred
stock and the treasury stock method for options and warrants to purchase common stock. Convertible preferred stock, options and warrants to purchase common stock have been excluded from the calculation of diluted loss per common share as their
effect is anti-dilutive.

The following tables set forth the computation of basic and diluted loss per common share and the
excluded potential common shares for outstanding securities as of the related period end dates:



|                                                     |  |                              |            |   |      |   |            |  
|---------------------------------------------------- |  | ---------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                     |  | Three months endedMarch 
31, |           
|                                                     |  | 2010                         |            |   | 2009 |  
|Numerator:                                           |  |                              |            |   |      |   |            |  
|Net loss                                             |  | $                            | (4,647,682 | ) |      | $ | (8,363,436 | )
|                                                     |  |                             
|Denominator:                                         |  |                              |            |   |      |   |            |  
|Weighted-average common shares outstanding           |  |                              | 42,854,606 |   |      |   | 34,409,768 |  
|                                                     |  |                              |            |   |      |   |            |  
|Basic and diluted net loss per common share          |  | $                            | (0.11      | ) |      | $ | (0.24      | )
|                                                     |  |                              |            |   |      |   |            |  
|                                                     | 
|                                                     |  | As of March 31,              |           
|                                                     |  | 2010                         |            |   | 2009 |  
|Outstanding securities not included in calculations: |  |                              |            |   |      |   |            |  
|Convertible preferred stock, as-if converted         |  |                              | 43,478,120 |   |      |   |           |  
|Warrants to purchase common stock                    |  |                              | 36,056,545 |   |      |   | 2,660,845  |  
|Options to purchase common stock                     |  |                              | 6,336,170  |   |      |   | 4,474,764  |  
|                                                     |  |                              |            |   |      |   |            |  
|                                                     |  |                              | 85,870,835 |   |      |   | 7,135,609  |  
|                                                     |  |                              |            |   |      |   |            |  

Comprehensive Loss

Comprehensive loss is comprised of net loss and unrealized gains or losses on available-for-sale securities. Comprehensive loss for
the periods presented is as follows:



|                                                           |  |                              |            |   |      |   |            |  
|---------------------------------------------------------- |  | ---------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                           |  | Three months endedMarch 
31, |           
|                                                           |  | 2010                         |            |   | 2009 |  
|Net loss                                                   |  | $                            | (4,647,682 | ) |      | $ | (8,363,436 | )
|Change in unrealized gain or loss on marketable securities |  |                              |           |   |      |   | (7,841     | )
|                                                           |  |                              |            |   |      |   |            |  
|Comprehensive loss                                         |  | $                            | (4,647,682 | ) |      | $ | (8,371,277 | )
|                                                           |  |                              |            |   |      |   |            |  

Accumulated other comprehensive income (loss) consists entirely of unrealized gains or losses on marketable
securities as of each balance sheet date presented.

2. Stockholders Equity

Controlled Equity Offering

On January 20, 2010, the Company entered into a controlled equity offering sales agreement with Cantor Fitzgerald & Co., or
Cantor, pursuant to which the Company could issue and sell shares of its common stock having an aggregate offering price of up to $15.0 million from time to time with Cantor acting as agent and/or principal. The Company agreed to pay Cantor a
commission of between 3% and 5% of the gross proceeds from each sale. As of March 31, 2010, the Company had sold an aggregate of 15.9 million shares of common stock at an average price of approximately $0.95 per share for gross proceeds of
the total $15.0 million available under the facility. Net proceeds were $14.2 million after deducting Cantors commission and costs to set up the facility.



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Private Placement

In March 2009, the Company entered into agreements with accredited investors, including certain members of management, providing for the
private placement of up to $15.0 million of units consisting of Series A convertible preferred stock and warrants to purchase common stock, and up to $28.5 million in common stock at $0.275 per share, in three closings, collectively referred to
as the Private Placement.

Initial and Second Closings

The initial closing of $10.0 million of units of the Private Placement was completed on April 3, 2009, and the second closing of $5.0
million of units was completed on October 30, 2009. The per unit purchase price, which included a share of Series A convertible preferred stock and a warrant to purchase 10 shares of common stock, was $3.45 for both closings. The warrants
have an exercise price of $0.22 per share and a term of seven years from the date of issuance. The net proceeds from the initial closing were $8.8 million, and net proceeds from the second closing were $4.7 million.

In the initial closing, the Company issued 2.9 million shares of Series A convertible preferred stock, which are initially
convertible into 29.0 million shares of common stock and warrants to purchase an aggregate of 29.0 million shares of common stock. In the second closing, the Company issued 1.45 million shares of Series A preferred stock, which are
initially convertible into 14.5 million shares of common stock, and warrants to purchase 14.5 million shares of common stock.

During the three months ended March 31, 2010, warrants for an aggregate of 8.1 million shares of common stock were net
exercised, resulting in the issuance of 6.2 million shares of common stock.

Common Equity Closing

Pursuant to the Private Placement, an additional $28.5 million of common stock may be sold in a common equity closing, (i) upon the
election of the holders of a majority of the Series A convertible preferred stock issued in the Private Placement prior to a date determined with reference to the Companys cash and investment balance dropping below $2.5 million, or
(ii) at the Companys election, subject to the approval of a majority of Series A convertible preferred stockholders and subject to a condition that the Company sells at least $28.5 million of common stock in the common equity closing. In
the common equity closing, if completed, the Company would issue approximately 103.6 million shares of common stock at a purchase price of $0.275 per share. If a Series A convertible preferred stock investor declines to participate in
the common equity closing, their shares of preferred stock will automatically be converted into shares of the Companys common stock on a basis of one common share for each preferred share outstanding on the date of conversion.

Other Investor Rights

In conjunction with the initial closing of the Private Placement, the investors received a number of additional rights as a result of
their convertible preferred stock ownership, including the right to approve any sale of the Company, any issuance of debt or preferred stock and, unless certain conditions are met, any issuance of common stock, other than the second closing and the
common equity closing described above. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of the Series A convertible preferred stock have a right to receive proceeds equal to $10.35
(i.e. three times the purchase price of each unit) for each share of Series A convertible preferred stock held, plus all declared and unpaid dividends, in preference to the holders of common stock. A change in control, as defined in the securities
purchase agreement, shall be deemed a liquidation, and includes a consolidation or merger with or into any other corporation, or the sale, exclusive license or exclusive partnering of the majority of the Companys assets.

On June 29, 2009, the Private Placement agreements were amended to: (a) clarify that in the event that an investor wishes to
sell or transfer their shares of Series A convertible preferred stock, they must transfer all associated rights and obligations with such shares, including the option to participate in the second closing, or the Second Closing Option, and the option
to participate in the common equity closing, or the Common Equity Closing Option, and (b) require approval by the Companys board of directors of any transaction that constitutes a change of control event that does not already
require approval of the board of directors by statute.

As of the initial closing, certain of the investors had the right
to designate three of eight members of the Companys board of directors. On October 27, 2009, the Private Placement agreements were amended such that the investors right to designate five of nine members of the Companys
board of directors, which would have otherwise been effective upon the second closing, was deferred until at least January 1, 2010. On March 29, 2010, the Private Placement agreements were amended once more, such that the investors
right to designate additional members of the Companys board of directors was deferred until at least May 1, 2010.

Accounting Treatment

On June 29, 2009, as a result of amendments to the Private Placement agreements, the convertible preferred stock, the Second Closing
Option and the Common Equity Closing Option were extinguished by the issuance of an amended convertible preferred stock instrument, which was recorded as convertible preferred stock within stockholders equity at its fair value of $57.4 million, less
transaction costs of $1.2 million.



8



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##### Table of Contents

On October 30, 2009, the $5.0 million of gross proceeds from the second closing was
allocated between the convertible preferred stock and warrants issued in the closing on a relative fair value basis, using the Black-Scholes model. The gross proceeds of $5.0 million were allocated to convertible preferred stock and warrants in the
amount of $4.2 million and $0.8 million, respectively, with the warrant amount of $0.8 million being recorded as additional paid in capital. The $4.2 million of gross proceeds allocated to the convertible preferred stock was discounted by $1.2
million to account for a beneficial conversion feature, which arose as the effective conversion price of the preferred stock was less than the fair value of the common stock on the date of closing, or commitment date. The discount was written off
immediately and recorded as a deemed dividend.

On January 1, 2010, due to amendments to the Private Placement
agreements effected on October 27, 2009, the Series A convertible preferred stock became potentially redeemable upon certain events that are outside of the control of the Company, and all Series A convertible preferred stock issued in
the Private Placement that was outstanding at that time was reclassified to mezzanine equity, outside of stockholders equity. On March 29, 2010, as a result of the additional amendments to the Private Placement agreements, the Series
A convertible preferred stock was reclassified back into stockholders equity. On May 1, 2010, the Series A convertible preferred stock will again become potentially redeemable upon certain events that are outside of the control of
the Company, and all Series A convertible preferred stock issued in the Private Placement that is outstanding at that time will be reclassified outside of stockholders equity.

3. Stock-Based Compensation

Overview

Employee stock-based compensation expense is calculated based on the grant-date fair value of awards ultimately expected to vest, reduced
for estimated forfeitures, and is recorded on a straight-line basis over the vesting period of the awards. Forfeitures are estimated at the time of grant, based on historical option cancellation information, and revised in subsequent periods if
actual forfeitures differ from those estimates. Employee stock-based compensation expense related to the Companys stock-based awards was as follows for the periods presented:



|                                                |  |                              |         |      |   |        
|----------------------------------------------- |  | ---------------------------- | ------- | ---- | - | -------
|                                                |  | Three months endedMarch 
31,
|                                                |  | 2010                         |         | 2009
|Research and development                        |  | $                            | 76,596  |      | $ | 100,812
|General and administrative                      |  |                              | 130,812 |      |   | 285,119
|                                                |  |                              |         |      |   |        
|Total employee stock-based compensation expense |  | $                            | 207,408 |      | $ | 385,931
|                                                |  |                              |         |      |   |        

Fair Value of Awards

The Company determines the fair value of stock-based awards on the grant date using the Black-Scholes model, which is impacted by the
Companys stock price, as well as assumptions regarding a number of highly subjective variables. No employee stock options and no purchase rights under the Companys Employee Stock Purchase Plan were granted during the three months ended
March 31, 2010 and 2009. The estimated fair value of stock options that vested in the three months ended March 31, 2010 and 2009 was $0.2 million and $0.5 million, respectively.

Option Plan Activity

The following table summarizes stock option activity for the Companys stock option plans in the three months ended March 31,
2010:



|                                                 |  |                 |   |  |                                |      |                                                 |      |                         |   |          
|------------------------------------------------ |  | --------------- | - |  | ------------------------------ | ---- | ----------------------------------------------- | ---- | ----------------------- | - | ---------
|                                                 |  | Numberof Shares |   |  | Weighted AverageExercise Price |      | WeightedAverageRemainingContractualTerm (years) |      | AggregateIntrinsicValue
|Outstanding as of December 31, 2009              |  | 6,407,309       |   |  | $                              | 1.64 |                                                 |      |                         |   |          
|Options exercised                                |  | (7,500          | ) |  |                                | 0.49 |                                                 |      |                         |   |          
|Options forfeited/expired                        |  | (63,639         | ) |  |                                | 4.33 |                                                 |      |                         |   |          
|                                                 |  |                 |   |  |                                |      |                                                 |      |                         |   |          
|Outstanding as of March 31, 2010                 |  | 6,336,170       |   |  |                                | 1.61 |                                                 | 8.07 |                         | $ | 1,607,625
|                                                 |  |                 |   |  |                                |      |                                                 |      |                         |   |          
|Vested and expected to vest as of March 31, 2010 |  | 5,916,778       |   |  | $                              | 1.69 |                                                 | 7.98 |                         | $ | 1,450,548
|Exercisable as of March 31, 2010                 |  | 2,792,737       |   |  | $                              | 2.77 |                                                 | 6.63 |                         | $ | 356,760  



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##### Table of Contents

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic
value (i.e., the difference between the Companys closing stock price on the last trading day of the quarter and the exercise price, multiplied by the number of in-the-money options) that would have been received by option holders if they
had exercised all their options on March 31, 2010.

The intrinsic value of options exercised during the three months
ended March 31, 2010 was $3,000. There were no options exercised during the three months ended 2009. As the Company believes it is more likely than not that no stock option related tax benefits will be realized, the Company does not record
any net tax benefits related to exercised options.

Total estimated unrecognized stock-based compensation cost related to
unvested stock options was $1.4 million as of March 31, 2010, which is expected to be recognized over the respective vesting terms of each award. The weighted average term of the unrecognized stock-based compensation expense is 2.8 years.

4. Restructuring Charges

In the first quarter of 2009, the Company recorded a restructuring charge of $0.6 million for employee severance and related benefit costs
related to a restructuring plan initiated in March 2009. The severance payments were made in the second quarter of 2009, and other personnel-related expenses such as employee benefits were paid over the remainder of 2009. These charges were
included in Restructuring charges in the statement of operations for the three months ended March 31, 2009.

Additionally, in the first quarter of 2009, the Company recorded net restructuring charges of $1.3 million for lease termination
activities related to a corporate realignment initiated in June 2008 to focus on the development of voreloxin. The net charge included $2.2 million for a lease termination fee that was paid in January 2009 and $0.4 million for third-party
commissions, partially offset by the reversal of $1.4 million in non-cash deferred rent on this facility. These charges were included in Restructuring charges in the statement of operations for the three months ended March 31, 2009.



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##### Table of Contents

|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

The following discussion and analysis of our financial condition as of March 31, 2010 and results of operations for the three
months ended March 31, 2010 and 2009 should be read together with our condensed consolidated financial statements and related notes included elsewhere in this report. This discussion and analysis contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, which involve risks, uncertainties and assumptions. All statements, other than statements
of historical facts, are forward-looking statements for purposes of these provisions, including any projections of revenue, expenses or other financial items, cash requirements, financing plans, any statement of the plans and objectives
of management for future operations, any statements concerning proposed new clinical trials or licensing or collaborative arrangements, any statements regarding future economic conditions or performance, and any statement of assumptions underlying
any of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology such as anticipates, believe, continue, estimates, expects, intend,
look forward, may, could, seeks, plans, potential, or will or the negative thereof or other comparable terminology. Although we believe that the expectations
reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct, and actual results could differ materially from those
projected or assumed in the forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those set forth under
Risk Factors and elsewhere in this report. We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. All forward-looking statements included in this report are based on
information available to us on the date of this report, and we assume no obligation to update any forward-looking statements contained in this report.

In this report, Sunesis, the Company, we, us, and our refer to Sunesis
Pharmaceuticals, Inc. and its wholly-owned subsidiary, except where it is made clear that the term means only the parent company.

Overview

We are a
biopharmaceutical company focused on the development and commercialization of new oncology therapeutics for the treatment of hematologic and solid tumor cancers. Our efforts are currently focused primarily on the development of voreloxin for
the treatment of acute myeloid leukemia, or AML. We have built a highly experienced cancer drug development organization committed to advancing our lead product candidate, voreloxin, in multiple indications to improve the lives of people with
cancer.

We own worldwide development and commercialization rights to voreloxin and are currently preparing for anticipated
Phase 3 development of the compound. Voreloxin is a first-in-class anti-cancer quinolone derivative, or AQDa class of compounds that has not been used previously for the treatment of cancer. Quinolone derivatives have been shown to
mediate anti-tumor activity by targeting mammalian topoisomerase II, an enzyme critical for cell replication, and have demonstrated promising preclinical anti-tumor activity.

We are currently completing three clinical trials of voreloxin: (i) a Phase 2 clinical trial (known as the REVEAL-1 trial) in
previously untreated elderly patients with AML, for which enrollment was completed in October 2009, with a total of 113 patients dosed in one of three dosing schedules, (ii) a Phase 1b/2 clinical trial of voreloxin in combination with
cytarabine for the treatment of patients with relapsed/refractory AML, for which enrollment was completed in January 2010, with a total of 108 patients dosed, and (iii) a Phase 2 single agent clinical trial in platinum-resistant ovarian cancer
patients, for which enrollment was completed in December 2008, with a total of 137 patients dosed across one of three dosing schedules. In November 2009, we announced that the U.S. Food and Drug Administration, or FDA, had granted voreloxin orphan
drug designation for the treatment of AML. In February 2010, we announced that we received formal guidance from the FDA from End-of-Phase 2 meetings regarding further development of voreloxin for AML. Based on this guidance, we will look to conduct
a randomized, double-blind, placebo-controlled, pivotal trial evaluating the effect on overall survival of voreloxin in combination with cytarabine, a widely used chemotherapy in AML, compared to placebo with cytarabine, in patients with relapsed or
refractory AML. We anticipate initiating this multi-national Phase 3 trial in the second half of 2010. Management is currently in the process of evaluating alternatives for funding the voreloxin development program.

On January 20, 2010, we entered into a controlled equity offering sales agreement with Cantor Fitzgerald & Co., or Cantor,
pursuant to which we could issue and sell shares of our common stock having an aggregate offering price of up to $15.0 million from time to time through Cantor acting as agent and/or principal. As of March 31, 2010, we had sold an aggregate of
15.9 million shares of common stock at an average price of approximately $0.95 per share for gross proceeds of the total $15.0 million available under the facility. Net proceeds were $14.2 million after deducting Cantors commission and
costs to set up the facility. Sales were made on the NASDAQ Capital Market by means of ordinary brokers transactions at market prices.



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On March 31, 2009, we entered into a securities purchase agreement with accredited
investors, including certain members of management, providing for a private placement of up to $43.5 million of our securities, or the Private Placement. We completed the initial closing of $10.0 million of the Private Placement in April 2009, and
the second closing of $5.0 million in October 2009. In the initial closing, $10.0 million of units, consisting of Series A convertible preferred stock and warrants to purchase common stock, were sold, resulting in net proceeds of $8.8 million, and
in the second closing, $5.0 million of units were sold, resulting in net proceeds of $4.7 million. The Private Placement also contemplates the sale of up to the remaining $28.5 million in common stock at $0.275 per share to the same group of
investors, subject to terms and conditions described in Sources of Liquidity below.

We have incurred significant
losses in each year since our inception. As of March 31, 2010, we had an accumulated deficit of $361.1 million. We expect to continue to incur significant net losses for the foreseeable future, as we continue the development of, and seek
regulatory approvals for voreloxin. We believe that currently available cash and cash equivalents are sufficient to fund our operations through at least September 30, 2010. We will need to raise substantial additional funding in the near term
in order to sustain operations beyond that date and before undertaking any additional clinical trials of voreloxin. Our significant negative cash flows and lack of financial resources raise substantial doubt as to our ability to continue as a going
concern. Management is currently in the process of evaluating alternative funding sources. If we are unable to raise additional funding to meet our working capital needs, we will be forced to delay or reduce the scope of our voreloxin
development program and/or limit or cease our operations.

On March 31, 2010, we received a letter from the NASDAQ
Listing Qualifications Staff, or the Staff, notifying us that we do not comply with the minimum $1.00 per share requirement for a continued listing on The NASDAQ Capital Market. In accordance with NASDAQ Listing Rules, we will be afforded 180
calendar days, or until September 27, 2010, to regain compliance. To regain compliance, the bid price of our common stock must close at or above $1.00 for at least 10 consecutive business days at any time prior to September 27, 2010. If we
fail to regain compliance during the grace period, our common stock could be subject to delisting.

Critical Accounting Policies and
Significant Judgments and Estimates

There have been no significant changes during the quarter ended March 31, 2010 to
our critical accounting policies and significant judgments and estimates as disclosed in our managements discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the year
ended December 31, 2009.

Recent Accounting Pronouncements

There are no accounting pronouncements pending our adoption that are expected to have a material impact on our financial position or
results of operations.

Results of Operations

Revenue

Total revenues were $12,500 for the three months ended March 31, 2010 as compared to $0.2 million for the same period in 2009.
Revenue in the 2009 period primarily related to the sale of compound libraries that were not core to our ongoing development plans.

As of March 31, 2010, our only remaining ongoing collaboration is with Biogen Idec, Inc., or Biogen Idec. Our collaboration with
Merck & Co., Inc. will terminate effective as of June 8, 2010 and our collaboration with Johnson & Johnson Pharmaceutical Research & Development LLC terminated on January 13, 2010.

We are entitled to receive milestone payments under our collaboration with Biogen Idec upon the achievement of certain milestones by
them. Additionally, we are entitled to receive royalty payments based on future sales of products, if any, resulting from this collaboration, although we do not expect to generate any royalty revenue from this collaboration in the foreseeable
future, if at all. We expect to have substantially lower collaboration revenue in 2010 and in future years from our existing collaboration with Biogen Idec unless any products that may result from it advance to a level where significant milestones
and/or royalties will be payable to us.

We have not generated any revenue from sales of commercial products and do not expect
to generate any product revenue in the foreseeable future.

Research and Development Expense

Most of our operating expenses to date have been for research and development activities, and include costs incurred:



| |  |  | in the discovery and development of novel small molecule therapeutics and the advancement of product candidates towards clinical trials;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



12



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| |  |  | in the execution of clinical trials, including those for voreloxin;
| | - |  | -------------------------------------------------------------------



| |  |  | in the development of novel fragment-based drug discovery methods;
| | - |  | ------------------------------------------------------------------



| |  |  | in the development of in-house research, preclinical study and development capabilities;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | in connection with in-licensing activities; and
| | - |  | -----------------------------------------------



| |  |  | in the conduct of activities we are required to perform in connection with our strategic collaborations.
| | - |  | --------------------------------------------------------------------------------------------------------

We expense all research and development costs as they are incurred.

Research and development expense was $3.1 million for the three months ended March 31, 2010, as compared to $4.3 million for
the same period in 2009, substantially all relating to the voreloxin development program. The decrease of $1.2 million was primarily due to decreases in clinical expenses of $0.4 million, outside services of $0.4 million, facility costs of $0.2
million and headcount-related expenses of $0.1 million.

We are currently focused on completing Phase 2 clinical trials
and preparing for a Phase 3 pivotal clinical trial of voreloxin, which we plan to initiate in the second half of 2010. As a result, we expect research and development expense to increase significantly in the second half of 2010 and for 2010 as
a whole as compared to 2009.

We are currently developing voreloxin in targeted indications and patient populations. Based on
results of translational research, clinical results, regulatory and competitive concerns and our overall financial resources, we anticipate that we will make determinations as to which indications to pursue and patient populations to treat in the
future, and how much funding to direct to each indication on an ongoing basis. This will affect our research and development expense going forward.

If we engage a development or commercialization partner for our voreloxin program, or if, in the future, we acquire additional product
candidates, our research and development expenses could be significantly affected. We cannot predict whether future collaborative or licensing arrangements will be secured, if at all, and to what degree such arrangements would affect our
development plans and capital requirements.

Due to the above uncertainties and other risks inherent in the development
process, we are unable to estimate the additional substantial costs we will incur in the voreloxin development program.

Under
our Biogen Idec agreement, we have the right to participate in the co-development and co-promotion of product candidates for up to two targets including, at our option, the Raf kinase target, on a worldwide basis (excluding Japan). If we were to
exercise our option on one or more product candidates, our research and development expense would increase significantly.

General and Administrative Expense

Our general and administrative expense consists primarily of salaries and other related costs for personnel in finance, legal, marketing,
information technology, administration and general management, as well as non-cash stock-based compensation. Other significant costs include those related to facilities and fees paid to outside legal advisors and our independent registered public
accounting firm.

General and administrative expense was $1.6 million for the three months ended March 31, 2010, as
compared to $2.4 million for the same period in 2009. The decrease of $0.8 million was primarily due to a restructuring plan initiated in March 2009, or the 2009 Restructuring, which resulted in a reduction of $0.6 million in headcount-related
expenses. Additionally, facilities costs were reduced by $0.2 million as a result of a corporate realignment initiated in June 2008 to focus on the development of voreloxin, or the 2008 Restructuring. For 2010 as a whole, we expect general and
administrative expense to be generally comparable to 2009.

Restructuring Charges

Restructuring charges were $1.9 million for the three months ended March 31, 2009, which included $1.3 million for lease termination
activities related to the 2008 Restructuring, and $0.6 million for employee severance and related benefit costs related to the 2009 Restructuring. There were no such restructuring activities in the three months ended March 31, 2010.

Other Income (Expense), Net

Net other income was $4,000 for the three months ended March 31, 2010, as compared to net other expense of $105,000 for the same
period in 2009. The expense in the 2009 period was comprised of losses on the sale of property and equipment.



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##### Table of Contents

Liquidity and Capital Resources

Sources of Liquidity

Since our inception, we have funded our operations primarily through the issuance of common and preferred stock, research funding,
technology access fees and milestone payments from our collaboration partners, research grants, loans from Biogen Idec and other debt financings.

Our cash and cash equivalents totaled $14.7 million as of March 31, 2010, as compared to $4.3 million as of December 31,
2009. The increase of $10.4 million was primarily due to net proceeds of $14.2 million received from sales of our common stock through Cantor Fitzgerald & Co., or Cantor, as described below, partially offset by $3.7 million of net cash
used in operating activities. No debt was outstanding as of March 31, 2010.

On January 20, 2010, we entered
into a controlled equity offering sales agreement with Cantor, pursuant to which we could issue and sell shares of our common stock having an aggregate offering price of up to $15.0 million from time to time through Cantor acting as agent and/or
principal. As of March 31, 2010, we had sold an aggregate of 15.9 million shares of common stock at an average price of approximately $0.95 per share for gross proceeds of the total $15.0 million available under the facility. Net proceeds
were $14.2 million after deducting Cantors commission and costs to set up the facility.

In April 2009, we
completed the initial closing of $10.0 million of the Private Placement, and in October 2009, we completed the second closing of $5.0 million. In the initial closing, $10.0 million of units, consisting of Series A convertible preferred stock and
warrants to purchase common stock, were sold, resulting in net proceeds of $8.8 million, and in the second closing, $5.0 million of units were sold, resulting in net proceeds of $4.7 million. The units, and were sold to accredited investors,
including certain members of management. Under the Private Placement, an additional $28.5 million of common stock may be sold at $0.275 per share in a common equity closing upon the election of the holders of a majority of the Series A convertible
preferred stock issued in the Private Placement prior to the earlier of June 30, 2010, or a date determined with reference to our cash and investments balance dropping below $2.5 million. The common equity closing may also be completed
upon our election prior to the earlier of June 30, 2010 and a qualifying alternative common stock financing, subject to the approval of the purchasers holding a majority of the Series A convertible preferred stock issued in the Private
Placement and subject to us selling at least $28.5 million of common stock in the common equity closing.

Cash Flows

Net cash used in operating activities was $3.7 million for the three months ended March 31, 2010, as
compared to $6.6 million for the same period in 2009. Net cash used in the 2010 period resulted primarily from the net loss of $4.6 million, partially offset by changes in operating assets and liabilities of $0.6 million and net adjustments for
non-cash items of $0.3 million, primarily related to stock-based compensation. Net cash used in the 2009 period resulted primarily from the net loss of $8.4 million and net adjustments for non-cash items of $0.8 million (including a $1.4 million
credit for the reversal of deferred rent related to a lease termination, partially offset by $0.4 million of stock-based compensation and other non-cash charges). These amounts were partially offset by changes in operating assets and liabilities of
$2.5 million, including $1.8 million related to deferred revenue.

Net cash used in investing activities was $8,000 for the
three months ended March 31, 2010, as compared to $4.6 million provided by investing activities for the same period in 2009. Net cash provided in the 2009 period consisted of net proceeds from marketable securities transactions of $4.3
million and proceeds from the sale of property and equipment of $0.3 million.

Net cash provided by financing activities was
$14.2 million for the three months ended March 31, 2010, as compared to zero for the same period in 2009. Net cash provided in the 2010 period consisted primarily of net proceeds from sales of our common stock under our agreement with Cantor.

Operating Capital Requirements

We expect to continue to incur substantial operating losses in the future. We will not receive any product revenue until a product
candidate has been approved by the FDA or similar regulatory agencies in other countries, and has been successfully commercialized, if at all. We need to raise substantial additional funding to complete the development and commercialization of
voreloxin. Additionally, we may evaluate in-licensing and acquisition opportunities to gain access to new drugs or drug targets that would fit with our strategy. Any such transaction would likely increase our funding needs in the future.



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Our future funding requirements will depend on many factors, including but not limited to:



| |  |  | the rate of progress and cost of our clinical trials, need for additional clinical trials, and other development activities;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | the economic and other terms and timing of any licensing or partnering arrangement into which we may enter;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | the costs associated with building or accessing manufacturing and commercialization capabilities;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | the costs of acquiring or investing in businesses, product candidates and technologies, if any;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | the costs and timing of seeking and obtaining FDA and other regulatory approvals; and
| | - |  | -------------------------------------------------------------------------------------



| |  |  | the effect of competing technological and market developments.
| | - |  | --------------------------------------------------------------

Our independent registered public accounting firm issued a report on the audited consolidated financial statements in our Annual Report
on Form 10-K for the year ended December 31, 2009 that included an explanatory paragraph which stated that our recurring operating losses and cash and cash equivalents balance as of December 31, 2009 raised substantial doubt as to our
ability to continue as a going concern.

We believe that currently available cash and cash equivalents are sufficient to fund
our operations through at least September 30, 2010. We will need to raise substantial additional funding in the near term in order to sustain operations beyond that date and before undertaking any additional clinical trials of voreloxin.
Management expects to finance future cash needs primarily through equity issuances (including, but not limited to, the possible common equity closing of the Private Placement and subject to certain terms and conditions to closing described above),
debt arrangements, a possible partnership or license of development and/or commercialization rights of voreloxin, or a combination of the foregoing.

Until we can generate a sufficient amount of collaboration or product revenue to finance our cash requirements, which we may never do, we
expect to finance future cash needs primarily through the above means. However, we do not know whether additional funding will be available on acceptable terms, or at all. Our failure to raise significant additional capital in the near
term would require us to delay or reduce the scope of our voreloxin development program and limit our ability to continue operations. Any one of the foregoing would have a material adverse effect on our business, financial condition and results of
operations.

Contractual Obligations

There were no material changes in our contractual obligations in the three months ended March 31, 2010 from those disclosed in our
Annual Report on Form 10-K for the year ended December 31, 2009. Please see Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations  Liquidity and Capital Resources in our Form 10-K
for a description of contractual obligations as of December 31, 2009.

Off-Balance Sheet Arrangements

Since our inception, we have not had any off-balance sheet arrangements or relationships with unconsolidated entities or financial
partnerships, such as entities often referred to as structured finance or variable interest entities, which are typically established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

This item is not applicable to us as a smaller reporting company.



|Item 4T. | Controls and Procedures
|-------- | -----------------------

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as such term is defined in SEC Exchange Act Rule 13a-15(e), that are designed to
ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms and that
such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to
apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.



15



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##### Table of Contents

As required by SEC Exchange Act Rule 13a-15(b), we carried out an evaluation, under the
supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period
covered by this Quarterly Report on Form 10-Q. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as
of the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Control over
Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended
March 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

From
time to time, we may be involved in routine legal proceedings, as well as demands, claims and threatened litigation, which arise in the normal course of our business. The ultimate outcome of any litigation is uncertain and unfavorable outcomes could
have a negative impact on our results of operations and financial condition. Regardless of outcome, litigation can have an adverse impact on us because of the defense costs, diversion of management resources and other factors.

We believe there is no litigation pending that could, individually or in the aggregate, have a material adverse effect on our results of
operations or financial condition.



|Item 1A. | Risk Factors
|-------- | ------------

Investing
in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below and all information contained in this Quarterly Report on Form 10-Q before you decide to purchase our common stock. If
any of the possible adverse events described below actually occurs, we may be unable to conduct our business as currently planned and our financial condition and operating results could be harmed. In addition, the trading price of our common stock
could further decline due to the occurrence of any of these risks, and you may lose all or part of your investment.

Please
see the language regarding forward-looking statements in Managements Discussion and Analysis of Financial Condition and Results of Operations.

We have marked with an asterisk (*) those risk factors below that reflect substantive changes from the risk factors included in
our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2010.

Risks Related to Our
Business

If we are unable to raise additional capital in the near term, we will not be able to continue to operate
as a going concern.*

We will need to raise substantial additional capital to continue the development and
commercialization of voreloxin, and our business in general. We will need to raise substantial additional capital in the near term to:



| |  |  | fund clinical trials and seek regulatory approvals;
| | - |  | ---------------------------------------------------



| |  |  | continue and expand our development activities;
| | - |  | -----------------------------------------------



| |  |  | hire additional development personnel;
| | - |  | --------------------------------------



| |  |  | maintain, defend and expand the scope of our intellectual property portfolio;
| | - |  | -----------------------------------------------------------------------------



| |  |  | implement additional internal systems and infrastructure; and
| | - |  | -------------------------------------------------------------



| |  |  | build or access manufacturing and commercialization capabilities.
| | - |  | -----------------------------------------------------------------

Our future funding requirements will depend on many factors, including but not limited to:



| |  |  | the rate of progress and cost of our clinical trials, need for additional clinical trials, and other development activities;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | the economic and other terms and timing of any licensing or other partnering arrangement into which we may enter;
| | - |  | -----------------------------------------------------------------------------------------------------------------



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| |  |  | the costs associated with building or accessing manufacturing and commercialization capabilities;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | the costs of acquiring or investing in businesses, product candidates and technologies, if any;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | the costs and timing of seeking and obtaining FDA and other regulatory approvals; and
| | - |  | -------------------------------------------------------------------------------------



| |  |  | the effect of competing technological and market developments.
| | - |  | --------------------------------------------------------------

On April 3, 2009, we closed the initial $10.0 million of the Private Placement of up to $43.5 million of our securities. On
October 30, 2009, we completed the second closing of $5.0 million of the Private Placement. In the initial closing, $10.0 million of units were sold, resulting in net proceeds of $8.8 million, and in the second closing, $5.0 million of units
were sold, resulting in net proceeds of $4.7 million. The units consisted of Series A convertible preferred stock and warrants to purchase common stock, and were sold to accredited investors, including certain members of management. An
additional $28.5 million of common stock may be sold at $0.275 per share in a common equity closing upon the election of the holders of a majority of the Series A convertible preferred stock issued in the Private Placement prior to the earlier of
June 30, 2010, or a date determined with reference to our cash and investments balance dropping below $2.5 million. The common equity closing may also be completed upon our election prior to the earlier of June 30, 2010 or a
qualifying alternative common stock financing, subject to the approval of the purchasers holding a majority of the Series A convertible preferred stock issued in the Private Placement and subject to us selling at least $28.5 million of common stock
in the common equity closing. The common equity closing is entirely at the discretion of the investors in the Private Placement, and it is possible that they will not elect to complete that closing for reasons related to our business or other
factors.

We believe that currently available cash and cash equivalents are sufficient to fund our operations through at least
September 30, 2010. We will need to raise substantial additional funding in the near term in order to sustain operations beyond that date and before undertaking any additional clinical trials of voreloxin. If we are unable to raise substantial
additional funding, we will be forced to delay or reduce the scope of our voreloxin development program and/or limit or cease our operations.

Until we can generate a sufficient amount of collaboration or product revenue to finance our cash requirements, which we may never do, we
expect to finance future cash needs primarily through equity issuances (including, but not limited to, the possible common equity closing of the Private Placement and subject to the satisfaction of the conditions described above), debt
arrangements, a possible partnership or license of development and/or commercialization rights to voreloxin, or a combination of the above. We do not know whether additional funding will be available on acceptable terms, or at all.

We are currently conducting clinical trials of voreloxin in acute myeloid leukemia, or AML, and ovarian cancer. If we are not able
to secure additional funding when needed, we may have to delay, reduce the scope of or eliminate one or more of our clinical trials, scale back our development program, conduct additional workforce or other expense reductions, or cease operations.
Any one of the foregoing would have a material adverse effect on our business, financial condition and results of operations.

Our independent registered public accounting firm has indicated that our recurring operating losses raise substantial doubt as to
our ability to continue as a going concern.*

Our audited financial statements for the year ended December 31,
2009 and our unaudited financial statements for the three months ended March 31, 2010 were prepared on a basis that our business would continue as a going concern in accordance with United States generally accepted accounting principles. This
basis of presentation assumes that we will continue in operation for the foreseeable future and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. However, our independent registered
public accounting firm indicated in their audit report on our 2009 consolidated financial statements that our recurring operating losses and cash and cash equivalents balance as of December 31, 2009 raised substantial doubt as to our
ability to continue as a going concern. We will be forced to delay or reduce the scope of our voreloxin development program and/or limit or cease our operations if we are unable to raise substantial additional funding to meet our working
capital needs. However, we cannot guarantee that we will be able to obtain sufficient additional funding when needed or that such funding, if available, will be obtainable on terms satisfactory to us. In the event that these plans cannot be
effectively realized, there can be no assurance that we will be able to continue as a going concern.

Economic
conditions may make it more difficult and costly to raise additional capital.

Recently, there has been turmoil in the
U.S. economy, which has led to reduced credit availability. Banks have tightened their lending standards and investors have been unwilling to buy certain corporate stock and bonds. If economic conditions continue to affect the capital markets, our
ability to raise capital may be adversely affected.



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We have incurred losses since inception and anticipate that we will continue to incur
losses for the foreseeable future. We may not ever achieve or sustain profitability.*

We are not profitable and have
incurred losses in each year since our inception in 1998. Our net losses for the three months ended March 31, 2010 and the years ended December 31, 2009 and 2008 were $4.6 million, $40.2 million and $37.2 million, respectively. As of
March 31, 2010, we had an accumulated deficit of $361.1 million. We do not currently have any products that have been approved for marketing, and we continue to incur substantial development and general and administrative expenses related
to our operations. We expect to continue to incur losses for the foreseeable future, and we expect these losses to increase significantly, especially upon commencing pivotal and Phase 3 clinical trials for voreloxin, as we conduct development
of, and seek regulatory approvals for, voreloxin, and as we commercialize any approved drugs. Our losses, among other things, have caused and will continue to cause our stockholders equity and working capital to decrease.

Our business model had been based in part upon entering into strategic collaborations for the discovery and/or the development of some of
our product candidates. To date, we have derived substantially all of our revenue from research collaboration agreements with Biogen Idec, Inc. Merck & Co., and Johnson & Johnson Pharmaceutical Research & Development LLC.
As of March 31, 2010, our only remaining ongoing collaboration is with Biogen Idec; however, the research phase for this collaboration is completed. We do not expect to enter into any new collaboration agreement that will result in research
revenue for us. We also do not anticipate that we will generate revenue from the sale of products for the foreseeable future. In the absence of additional sources of capital, which may not be available to us on acceptable terms, or at all, the
development of voreloxin or future product candidates, if any, may be reduced in scope, delayed or terminated. If our product candidates or those of our collaborators fail in clinical trials or do not gain regulatory approval, or if our future
products do not achieve market acceptance, we may never become profitable. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods.

The development of voreloxin could be halted or significantly delayed for various reasons; our clinical trials for voreloxin may
not demonstrate safety or efficacy or lead to regulatory approval.

Voreloxin is vulnerable to the risks of failure
inherent in the drug development process. We need to conduct significant additional preclinical studies and clinical trials before we can attempt to demonstrate that voreloxin is safe and effective to the satisfaction of the FDA and other regulatory
authorities. Failure can occur at any stage of the development process, and successful preclinical studies and early clinical trials do not ensure that later clinical trials will be successful. A number of companies in the pharmaceutical industry
have suffered significant setbacks in advanced clinical trials, even after obtaining promising results in earlier trials.

For
example, we terminated two Phase 2 trials of voreloxin in small cell and non-small cell lung cancer. We ceased development of SNS-032 and terminated our related license agreement with BMS after completion of a Phase 1 trial as no responses
demonstrating efficacy were observed in that trial. In addition, in our Phase 1 trial of SNS-314, a maximum tolerated dose was not established and no responses were observed. As a result, we have suspended further development of SNS-314. If our
clinical trials result in unacceptable toxicity or lack of efficacy, we may have to terminate them. If clinical trials are halted, or if they do not show that voreloxin is safe and effective in the indications for which we are seeking regulatory
approval, our future growth will be limited and we may not have any other product candidates to develop.

We do not know
whether our ongoing clinical trials or any other future clinical trials with voreloxin or any of our product candidates will be completed on schedule, or at all, or whether our ongoing or planned clinical trials will begin or progress on the time
schedule we anticipate. The commencement of our planned clinical trials could be substantially delayed or prevented by several factors, including:



| |  |  | delays or failures to raise additional funding;
| | - |  | -----------------------------------------------



| |  |  | results of meetings with the FDA and/or other regulatory bodies;
| | - |  | ----------------------------------------------------------------



| |  |  | a limited number of, and competition for, suitable patients with particular types of cancer for enrollment in our clinical trials;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | delays or failures in obtaining regulatory approval to commence a clinical trial;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | delays or failures in obtaining sufficient clinical materials;
| | - |  | --------------------------------------------------------------



| |  |  | delays or failures in obtaining approval from independent institutional review boards to conduct a clinical trial at prospective sites; or
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | delays or failures in reaching acceptable clinical trial agreement terms or clinical trial protocols with prospective sites.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



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The completion of our clinical trials could also be substantially delayed or prevented by
several factors, including:



| |  |  | delays or failures to raise additional funding;
| | - |  | -----------------------------------------------



| |  |  | slower than expected rates of patient recruitment and enrollment;
| | - |  | -----------------------------------------------------------------



| |  |  | failure of patients to complete the clinical trial;
| | - |  | ---------------------------------------------------



| |  |  | unforeseen safety issues;
| | - |  | -------------------------



| |  |  | lack of efficacy during clinical trials;
| | - |  | ----------------------------------------



| |  |  | inability or unwillingness of patients or clinical investigators to follow our clinical trial protocols; and
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | inability to monitor patients adequately during or after treatment.
| | - |  | -------------------------------------------------------------------

Additionally, our clinical trials may be suspended or terminated at any time by the FDA, other regulatory authorities, ourselves or, in
some cases, our collaboration partners. Any failure to complete or significant delay in completing clinical trials for our product candidates could harm our financial results and the commercial prospects for our product candidates.

In March 2008, we informed the FDA of a stability observation in our voreloxin finished drug product, or FDP. Specifically, visible
particles were observed during stability studies of one of our voreloxin FDP lots. We have since identified a process impurity in the voreloxin active pharmaceutical ingredient, or API, that, when formulated into the packaged vial of the voreloxin
FDP, can result in the formation of particles over time. As a response to these findings, we implemented a revised manufacturing process to attempt to control the impurity and thereby prevent particle formation. Two lots of voreloxin API
manufactured using the revised manufacturing process have been formulated into FDP lots that have completed up to 12 months of stability testing at room temperature without formation of particles. These FDP lots are currently being used in our
clinical trials. It will take time to evaluate whether or not this revised manufacturing process for voreloxin API will be successful in stopping the formation of particles in these FDP lots over the longer term, and to evaluate whether or not
such control of particle formation would also be reliably and consistently achieved in subsequent lots over the shorter or longer term. We provided updates on the results from our process optimization activities to the FDA in December 2008, and
again most recently in October 2009 within the briefing materials that were discussed at the January 2010 CMC-focused End-of-Phase 2 meeting with the FDA. If the change in manufacturing process does not adequately control the formation of
visible particles, we will need to discuss other possibilities with the FDA, which could include temporary clinical hold until the issue has been resolved to their satisfaction.

The failure to enroll patients for clinical trials may cause delays in developing voreloxin.

We may encounter delays if we are unable to enroll enough patients to complete clinical trials of voreloxin. Patient enrollment depends on
many factors, including the size of the patient population, the nature of the protocol, the proximity of patients to clinical sites and the eligibility criteria for the trial. Moreover, when one product candidate is evaluated in multiple
clinical trials simultaneously, patient enrollment in ongoing trials can be adversely effected by negative results from completed trials. Voreloxin is being tested in patients with AML and ovarian cancer, which can be difficult patient populations
to recruit.

The results of preclinical studies and clinical trials may not satisfy the requirements of the FDA or other
regulatory agencies.

Prior to receiving approval to commercialize voreloxin or future product candidates, if any, in
the United States or abroad, we and our collaboration partners must demonstrate with substantial evidence from well-controlled clinical trials, to the satisfaction of the FDA and other regulatory authorities, that such product candidates are safe
and effective for their intended uses. The results from preclinical studies and clinical trials can be interpreted in different ways. Even if we and our collaboration partners believe the preclinical or clinical data are promising, such data may not
be sufficient to support approval by the FDA and other regulatory authorities.

We rely on third parties to manufacture
our voreloxin drug product and its active pharmaceutical ingredient, and depend on one of two suppliers for production of the drug product and for production of the active pharmaceutical ingredient. There are a limited number of manufacturers that
are capable of manufacturing voreloxin.

We do not currently own or operate manufacturing facilities and lack the
capability to manufacture voreloxin on a clinical or commercial scale. As a result, we rely on third parties to manufacture both the voreloxin API and FDP. The API is classified as a toxic substance, limiting the available manufacturers. We believe
that there are at least five contract manufacturers in North America with suitable capabilities for API manufacture, and at least four that can manufacture FDP. We currently have established relationships with only two manufacturers for API and two
manufacturers for FDP. If either of our third-party API or FDP manufacturers is unable or unwilling to produce voreloxin, we may need to establish a contract with another supplier. However, establishing a relationship with an alternative supplier
would likely delay our ability to produce API or FDP for six to nine months, during which time we would rely on current inventory to supply our drug product manufacturing activities. We expect to continue to depend on third-party contract
manufacturers for all our API and FDP needs in the foreseeable future.



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Voreloxin requires precise, high quality manufacturing. A contract manufacturer is subject
to ongoing periodic unannounced inspection by the FDA and corresponding state agencies to ensure strict compliance with current Good Manufacturing Practice, or cGMP, and other applicable government regulations and corresponding foreign standards.
Our contract manufacturers failure to achieve and maintain high manufacturing standards in compliance with cGMP regulations could result in manufacturing errors resulting in patient injury or death, product recalls or withdrawals, delays or
interruptions of production or failures in product testing or delivery, delay or prevention of filing or approval of marketing applications for voreloxin, cost overruns or other problems that could seriously harm our business.

To date, voreloxin has been manufactured in small quantities for preclinical studies and clinical trials. Prior to being approved for
commercial sale, we will need to manufacture finished drug product in larger quantities. Significant scale-up of manufacturing will be accompanied by significant validation studies, which will be reviewed by the FDA prior to approval. If we are
unable to successfully increase the manufacturing capacity for voreloxin, the regulatory approval or commercial launch may be delayed or there may be a shortage in commercial supply.

Any performance failure on the part of a contract manufacturer could delay clinical development or regulatory approval of our product
candidates or commercialization of our future products, depriving us of potential product revenue and resulting in additional losses. For example, because we rely on only two suppliers for voreloxin API and for FDP, the failure of such suppliers to
have sufficient quantities of voreloxin or to supply it on a timely basis, or at all, would negatively affect us. In addition, our dependence on a third party for manufacturing may adversely affect our future profit margins. Our ability to replace
an existing manufacturer may be difficult because the number of potential manufacturers is limited and the FDA must approve any replacement manufacturer before it can be an approved commercial supplier. Such approval would require new testing
and compliance inspections. It may be difficult or impossible for us to identify and engage a replacement manufacturer on acceptable terms in a timely manner, or at all.

We expect to expand our clinical development capabilities, and any difficulties hiring or retaining key personnel or managing this
growth could disrupt our operations.

We are highly dependent on the principal members of our development staff. We
expect to expand our clinical development capabilities by increasing expenditures in these areas, hiring additional employees and expanding the scope of our current operations. Future growth will require us to continue to implement and improve our
managerial, operational and financial systems and continue to retain, recruit and train additional qualified personnel, which may impose a strain on our administrative and operational infrastructure. The competition for qualified personnel in the
biopharmaceutical field is intense. We are highly dependent on our continued ability to attract, retain and motivate highly qualified management and specialized personnel required for clinical development. Due to our limited resources, we may not be
able to effectively manage the expansion of our operations or recruit and train additional qualified personnel. If we are unable to retain key personnel or manage our growth effectively, we may not be able to implement our business plan.

If we are sued for infringing intellectual property rights of third parties, litigation will be costly and time consuming and could
prevent us from developing or commercializing voreloxin.

Our commercial success depends on not infringing the patents
and other proprietary rights of third parties and not breaching any collaboration or other agreements we have entered into with regard to our technologies and product candidates. If a third party asserts that we are using technology or compounds
claimed in issued and unexpired patents owned or controlled by the third party, we may need to obtain a license, enter into litigation to challenge the validity of the patents or incur the risk of litigation in the event that a third party asserts
that we infringe its patents.

If a third party asserts that we infringe its patents or other proprietary rights, we could
face a number of challenges that could seriously harm our competitive position, including:



| |  |  | infringement and other intellectual property claims, which would be costly and time consuming to litigate, whether or not the claims have merit, and
which could delay the regulatory approval process and divert managements attention from our business;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | substantial damages for past infringement, which we may have to pay if a court determines that voreloxin or any future product candidates infringe a
third partys patent or other proprietary rights;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a court order prohibiting us from selling or licensing voreloxin or any future product candidates unless a third party licenses relevant patent or
other proprietary rights to us, which it is not required to do; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | if a license is available from a third party, we may have to pay substantial royalties or grant cross-licenses to our patents or other proprietary
rights.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



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If our competitors develop and market products that are more effective, safer or less
expensive than voreloxin, our commercial opportunities will be negatively impacted.*

The life sciences industry is
highly competitive, and we face significant competition from many pharmaceutical, biopharmaceutical and biotechnology companies that are researching, developing and marketing products designed to address the treatment of cancer, including AML and
ovarian cancer. Voreloxin is a small molecule therapeutic that will compete with other drugs and therapies that currently exist or are being developed. Many of our competitors have significantly greater financial, manufacturing, marketing and
drug development resources than we do. Large pharmaceutical companies in particular have extensive experience in clinical testing and in obtaining regulatory approvals for, and marketing, drugs.

We believe that our ability to successfully compete in the marketplace with voreloxin and any future product candidates, if any, will
depend on, among other things:



| |  |  | our ability to develop novel compounds with attractive pharmaceutical properties and to secure, protect and maintain intellectual property rights based
on our innovations;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the efficacy, safety and reliability of our product candidates;
| | - |  | ---------------------------------------------------------------



| |  |  | the speed at which we develop our product candidates;
| | - |  | -----------------------------------------------------



| |  |  | our ability to design and successfully execute appropriate clinical trials;
| | - |  | ---------------------------------------------------------------------------



| |  |  | our ability to maintain a good relationship with regulatory authorities;
| | - |  | ------------------------------------------------------------------------



| |  |  | our ability to obtain, and the timing and scope of, regulatory approvals;
| | - |  | -------------------------------------------------------------------------



| |  |  | our ability to manufacture and sell commercial quantities of future products to the market; and
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | acceptance of future products by physicians and other healthcare providers.
| | - |  | ---------------------------------------------------------------------------

Some of the current key competitors of voreloxin in AML include Genzyme Corporations clofarabine, Eisai Corporations
decitabine and Celgene Corporations azacitidine, any or all of which could change the treatment paradigm of acute leukemia. Each of these compounds is further along in clinical development than is voreloxin. Liposomal doxorubicin and topotecan
are current standards of care in platinum-resistant ovarian cancer patients, and we are aware that several of our competitors have ongoing Phase 3 clinical trials for this indication.

We expect competition for voreloxin to increase as additional products are developed and approved to treat AML and ovarian cancer in
various patient populations. If our competitors market products that are more effective, safer or less expensive than voreloxin or our other future products, if any, or that reach the market sooner we may not achieve commercial success or
substantial market penetration. In addition, the biopharmaceutical industry is characterized by rapid change. Products developed by our competitors may render voreloxin or any future product candidates obsolete.

We rely on third parties to conduct our clinical trials. If these third parties do not successfully carry out their contractual
duties or meet expected deadlines, we may be unable to obtain regulatory approval for or commercialize voreloxin.

We
rely on third parties, such as contract research organizations, medical institutions, clinical investigators and contract laboratories, to conduct our planned and existing clinical trials for voreloxin. If the third parties conducting our clinical
trials do not perform their contractual duties or obligations, do not meet expected deadlines or need to be replaced, or if the quality or accuracy of the clinical data they obtain is compromised due to the failure to adhere to our clinical trial
protocols or for any other reason, we may need to enter into new arrangements with alternative third parties and our clinical trials may be extended, delayed or terminated or may need to be repeated, and we may not be able to obtain regulatory
approval for or commercialize the product candidate being tested in such trials.

Our proprietary rights may not
adequately protect voreloxin or future product candidates, if any.

Our commercial success will depend on our ability
to obtain patents and maintain adequate protection for voreloxin and any future product candidates in the United States and other countries. We own, co-own or have rights to a significant number of issued U.S. and foreign patents and pending U.S.
and foreign patent applications. We will be able to protect our proprietary rights from unauthorized use by third parties only to the extent that our proprietary technologies and future products are covered by valid and enforceable patents or are
effectively maintained as trade secrets.



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We apply for patents covering both our technologies and product candidates, as we deem
appropriate. However, we may fail to apply for patents on important technologies or product candidates in a timely fashion, or at all. Our existing patents and any future patents we obtain may not be sufficiently broad to prevent others from
practicing our technologies or from developing competing products and technologies. In addition, we generally do not exclusively control the patent prosecution of subject matter that we license to or from others. Accordingly, in such cases we are
unable to exercise the same degree of control over this intellectual property as we would over our own. Moreover, the patent positions of biopharmaceutical companies are highly uncertain and involve complex legal and factual questions for which
important legal principles remain unresolved. As a result, the validity and enforceability of patents cannot be predicted with certainty. In addition, we do not know whether:



| |  |  | we, our licensors or our collaboration partners were the first to make the inventions covered by each of our issued patents and pending patent
applications;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we, our licensors or our collaboration partners were the first to file patent applications for these inventions;
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | others will independently develop similar or alternative technologies or duplicate any of our technologies;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | any of our or our licensors pending patent applications will result in issued patents;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | any of our, our licensors or our collaboration partners patents will be valid or enforceable;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | any patents issued to us, our licensors or our collaboration partners will provide us with any competitive advantages, or will be challenged by third
parties;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we will develop additional proprietary technologies that are patentable; or
| | - |  | ---------------------------------------------------------------------------



| |  |  | the patents of others will have an adverse effect on our business.
| | - |  | ------------------------------------------------------------------

We also rely on trade secrets to protect some of our technology, especially where we do not believe patent protection is appropriate or
obtainable. However, trade secrets are difficult to maintain. While we use reasonable efforts to protect our trade secrets, our or our collaboration partners employees, consultants, contractors or scientific and other advisors, or those of our
licensors, may unintentionally or willfully disclose our proprietary information to competitors. Enforcement of claims that a third party has illegally obtained and is using trade secrets is expensive, time consuming and uncertain. In addition,
foreign courts are sometimes less willing than U.S. courts to protect trade secrets. If our competitors independently develop equivalent knowledge, methods and know-how, we would not be able to assert our trade secrets against them and our business
could be harmed.

The composition of matter patents covering voreloxin are due to expire in 2015. Even if voreloxin is
approved by the FDA, we may not be able to recover our development costs prior to the expiration of these patents.

The
voreloxin API composition of matter is covered by U.S. patent 5,817,669 and its counterpart patents and patent applications in 43 foreign jurisdictions. U.S. patent 5,817,669 is due to expire in October 2015, and most of its foreign
counterparts are due to expire in June 2015. We do not know whether patent term extensions and data exclusivity periods will be available in the future. Voreloxin must undergo extensive clinical trials before it can be approved by the FDA. We
do not know when, if ever, voreloxin will be approved by the FDA. Even if voreloxin is approved by the FDA in the future, we may not have sufficient time to commercialize our voreloxin product to enable us to recover our development costs
prior to the expiration of the U.S. and foreign patents covering voreloxin. Our obligation to pay royalties to Dainippon, the company from which we licensed voreloxin, may extend beyond the patent expiration, which would further erode the
profitability of this product.

Any future workforce and expense reductions may have an adverse impact on our internal
programs, our ability to hire and retain key personnel and may be distracting to management.

We have, in the past,
implemented a number of workforce reductions. In light of our continued need for funding and expense control, we may be required to implement further workforce and expense reductions in the future. Further workforce and expense reductions could
result in reduced progress on our internal programs. In addition, employees, whether or not directly affected by a reduction, may seek future employment with our business partners or competitors. Although our employees are required to sign a
confidentiality agreement at the time of hire, the confidential nature of certain proprietary information may not be maintained in the course of any such future employment. Further, we believe that our future success will depend in large part upon
our ability to attract and retain highly skilled personnel. We may have difficulty retaining and attracting such personnel as a result of a perceived risk of future workforce and expense reductions. In addition, the implementation of expense
reduction programs may result in the diversion of efforts of our executive management team and other key employees, which could adversely affect our business.



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We may be subject to damages resulting from claims that we or our employees have
wrongfully used or disclosed alleged trade secrets of our employees former employers.

Many of our employees were
previously employed at biotechnology or pharmaceutical companies, including our competitors or potential competitors. We may be subject to claims that we or our employees have inadvertently or otherwise used or disclosed trade secrets or other
proprietary information of their former employers. Litigation may be necessary to defend against these claims. If we fail in defending such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or
personnel. A loss of key personnel or the work product of current or former personnel could hamper or prevent our ability to commercialize voreloxin, which could severely harm our business. Even if we are successful in defending against these
claims, litigation could result in substantial costs and be a distraction to management.

We currently have limited
marketing staff and no sales or distribution organization. If we are unable to develop a sales and marketing and distribution capability on our own or through collaborations with marketing partners, we will not be successful in commercializing
voreloxin.

We currently have no sales or distribution capabilities and limited marketing staff. We intend to establish
our own sales and marketing organization with technical expertise and supporting distribution capabilities to commercialize voreloxin in North America, which will be expensive and time consuming. Any failure or delay in the development of our
internal sales, marketing and distribution capabilities would adversely impact the commercialization of these products. We plan to collaborate with third parties that have direct sales forces and established distribution systems to commercialize
voreloxin. To the extent that we enter into co-promotion or other licensing arrangements, our product revenue is likely to be lower than if we marketed or sold voreloxin directly. In addition, any revenue we receive will depend upon the efforts of
third parties, which may not be successful and are only partially within our control. If we are unable to enter into such arrangements on acceptable terms or at all, we may not be able to successfully commercialize voreloxin. If we are not
successful in commercializing voreloxin or our future product candidates, if any, either on our own or through collaborations with one or more third parties, our future product revenue will suffer and we may incur significant additional losses.

We depend on various consultants and advisors for the success and continuation of development efforts.

We work extensively with various consultants and advisors, who provide advice and or services in various business and
development functions, including clinical development, operations and strategy, regulatory matters, accounting and finance. The potential success of our drug development programs depends, in part, on continued collaborations with certain of these
consultants and advisors. Our consultants and advisors are not our employees and may have commitments and obligations to other entities that may limit their availability to us. We do not know if we will be able to maintain such relationships or that
such consultants and advisors will not enter into other arrangements with competitors, any of which could have a detrimental impact on our development objectives and our business.

If conflicts of interest arise between our current or future collaboration partners and us, any of them may act in their self
interest, which may be adverse to our interests.*

If a conflict of interest arises between us and one or more of our
current or potential future collaboration partners, they may act in their own self interest or otherwise in a way that is not in the interest of our company or our stockholders. Our current or potential future collaboration partners are conducting
or may conduct product development efforts within the disease area that is the subject of collaboration with our company. In current or potential future collaborations, we have agreed or may agree not to conduct, independently or with any third
party, any research that is competitive with the research conducted under our collaborations. Our collaboration partners, however, may develop, either alone or with others, products in related fields that are competitive with the product candidates
that are the subject of these collaborations. Competing products, either developed by our collaboration partners or to which our collaboration partners have rights, may result in their withdrawal of support for a product candidate covered by the
collaboration agreement.

If one or more of our current or potential future collaboration partners were to breach or terminate
their collaboration agreements with us or otherwise fail to perform their obligations thereunder in a timely manner, the preclinical or clinical development or commercialization of the affected product candidates could be delayed or terminated. We
do not know whether our collaboration partners will pursue alternative technologies or develop alternative product candidates, either on their own or in collaboration with others, including our competitors, as a means for developing treatments for
the diseases targeted by collaboration agreements with our company.

Our facilities are located near known earthquake
fault zones, and the occurrence of an earthquake or other catastrophic disaster could cause damage to our facilities and equipment, which could require us to cease or curtail operations.

Our facilities are located in the San Francisco Bay Area near known earthquake fault zones and are vulnerable to significant damage from
earthquakes. We are also vulnerable to damage from other types of disasters, including fires, floods, power loss, communications failures and similar events. If any disaster were to occur, our ability to operate our business at our facilities may be
seriously or completely impaired and our data could be lost or destroyed.



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Compliance with changing regulation of corporate governance and public disclosure may
result in additional expenses.

Changing laws, regulations and standards relating to corporate governance and public
disclosure may create uncertainty regarding compliance matters. New or changed laws, regulations and standards are subject to varying interpretations in many cases. As a result, their application in practice may evolve over time. We are committed to
maintaining high standards of corporate governance and public disclosure. Complying with evolving interpretations of new or changed legal requirements may cause us to incur higher costs as we revise current practices, policies and procedures, and
may divert management time and attention from potential revenue-generating activities to compliance matters. If our efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing
bodies due to ambiguities related to practice, our reputation may also be harmed. Further, our board members, chief executive officer and chief financial officer could face an increased risk of personal liability in connection with the performance
of their duties. As a result, we may have difficulty attracting and retaining qualified board members and executive officers, which could harm our business.

Risks Related to Our Industry

The regulatory approval process is expensive, time consuming and uncertain and may prevent us from obtaining approval for the
commercialization of voreloxin.

The research, testing, manufacturing, selling and marketing of product candidates are
subject to extensive regulation by the FDA and other regulatory authorities in the United States and other countries, which regulations differ from country to country. Neither we nor our collaboration partners are permitted to market our product
candidates in the United States until we receive approval of a new drug application or NDA, from the FDA, or in any other country without the equivalent marketing approval from such country. We have not received marketing approval for
voreloxin. None of our collaboration partners have had a product resulting from our collaboration enter clinical trials. In addition, failure to comply with FDA and other applicable U.S. and foreign regulatory requirements may subject us
to administrative or judicially imposed sanctions, including warning letters, civil and criminal penalties, injunctions, product seizure or detention, product recalls, total or partial suspension of production, and refusal to approve pending NDAs,
supplements to approved NDAs or their foreign equivalents.

Regulatory approval of an NDA or NDA supplement or a foreign
equivalent is not guaranteed, and the approval process is expensive and may take several years. Furthermore, the development process for oncology products may take longer than in other therapeutic areas. Regulatory authorities have substantial
discretion in the drug approval process. Despite the time and expense exerted, failure can occur at any stage, and we could encounter problems that cause us to abandon clinical trials or to repeat or perform additional preclinical studies and
clinical trials. The number of preclinical studies and clinical trials that will be required for marketing approval varies depending on the drug candidate, the disease or condition that the drug candidate is designed to address, and the regulations
applicable to any particular drug candidate. While we plan to commence a pivotal clinical trial of voreloxin for the treatment of AML in 2010, we may not be able to reach agreement with the FDA on a development plan that would support potential
regulatory approval based on the results of the clinical trials that we anticipate.

The FDA or a foreign regulatory authority
can delay, limit or deny approval of a drug candidate for many reasons, including:



| |  |  | the drug candidate may not be deemed safe or effective;
| | - |  | -------------------------------------------------------



| |  |  | regulatory officials may not find the data from preclinical studies and clinical trials sufficient;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | the FDA or foreign regulatory authority might not approve our or our third-party manufacturers processes or facilities; or
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | the FDA or foreign regulatory authority may change its approval policies or adopt new regulations.
| | - |  | --------------------------------------------------------------------------------------------------

We may be subject to costly claims related to our clinical trials and may not be able to obtain adequate insurance.

Because we conduct clinical trials in humans, we face the risk that the use of voreloxin or future product candidates, if any,
will result in adverse side effects. We cannot predict the possible harms or side effects that may result from our clinical trials. Although we have clinical trial liability insurance for up to $10.0 million in aggregate, our insurance may be
insufficient to cover any such events. We do not know whether we will be able to continue to obtain clinical trial coverage on acceptable terms, or at all. We may not have sufficient resources to pay for any liabilities resulting from a claim
excluded from, or beyond the limit of, our insurance coverage. There is also a risk that third parties that we have agreed to indemnify could incur liability. Any litigation arising from our clinical trials, even if we were ultimately successful,
would consume substantial amounts of our financial and managerial resources and may create adverse publicity.



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Even if we receive regulatory approval to sell voreloxin, the market may not be
receptive to voreloxin.

Even if voreloxin obtains regulatory approval, it may not gain market acceptance among
physicians, patients, healthcare payors and/or the medical community. We believe that the degree of market acceptance will depend on a number of factors, including:



| |  |  | timing of market introduction of competitive products;
| | - |  | ------------------------------------------------------



| |  |  | efficacy of our product;
| | - |  | ------------------------



| |  |  | prevalence and severity of any side effects;
| | - |  | --------------------------------------------



| |  |  | potential advantages or disadvantages over alternative treatments;
| | - |  | ------------------------------------------------------------------



| |  |  | strength of marketing and distribution support;
| | - |  | -----------------------------------------------



| |  |  | price of voreloxin, both in absolute terms and relative to alternative treatments; and
| | - |  | --------------------------------------------------------------------------------------



| |  |  | availability of reimbursement from health maintenance organizations and other third-party payors.
| | - |  | -------------------------------------------------------------------------------------------------

For example, the potential toxicity of single and repeated doses of voreloxin has been explored in a number of animal studies that
suggest the dose-limiting toxicities in humans receiving voreloxin may be similar to some of those observed with approved cytotoxic agents, including reversible toxicity to bone marrow cells, the gastrointestinal system and other systems with
rapidly dividing cells. In our Phase 1 and Phase 2 clinical trials of voreloxin, we have witnessed the following side effects, irrespective of causality, ranging from mild to more severe: lowered white blood cell count that may lead to a
serious or possibly life-threatening infection, hair loss, mouth sores, fatigue, nausea with or without vomiting, lowered platelet count, which may lead to an increase in bruising or bleeding, lowered red blood cell count (anemia), weakness,
tiredness, shortness of breath, diarrhea and intestinal blockage.

If voreloxin fails to achieve market acceptance, due to
unacceptable side effects or any other reasons, we may not be able to generate significant revenue or to achieve or sustain profitability.

Even if we receive regulatory approval for voreloxin, we will be subject to ongoing FDA and other regulatory obligations and
continued regulatory review, which may result in significant additional expense and limit our ability to commercialize voreloxin.

Any regulatory approvals that we or our collaboration partners receive for voreloxin or our future product candidates, if any, may also be
subject to limitations on the indicated uses for which the product may be marketed or contain requirements for potentially costly post-marketing studies. In addition, even if approved, the labeling, packaging, adverse event reporting, storage,
advertising, promotion and recordkeeping for any product will be subject to extensive and ongoing regulatory requirements. The subsequent discovery of previously unknown problems with a product, including adverse events of unanticipated severity or
frequency, may result in restrictions on the marketing of the product, and could include withdrawal of the product from the market.

Regulatory policies may change and additional government regulations may be enacted that could prevent or delay regulatory approval of
our product candidates. We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative action, either in the United States or abroad. If we are not able to maintain regulatory
compliance, we might not be permitted to market voreloxin or our future products and we may not achieve or sustain profitability.

The coverage and reimbursement status of newly approved drugs is uncertain, and failure to obtain adequate coverage and
reimbursement could limit our ability to market voreloxin and decrease our ability to generate revenue.

There is
significant uncertainty related to the third party coverage and reimbursement of newly approved drugs both nationally and internationally. The commercial success of voreloxin and our future products, if any, in both domestic and international
markets depends on whether third-party coverage and reimbursement is available for the ordering of our future products by the medical profession for use by their patients. Medicare, Medicaid, health maintenance organizations and other third-party
payors are increasingly attempting to manage healthcare costs by limiting both coverage and the level of reimbursement of new drugs and, as a result, they may not cover or provide adequate payment for our future products. These payors may not view
our future products as cost-effective, and reimbursement may not be available to consumers or may not be sufficient to allow our future products to be marketed on a competitive basis. Likewise, legislative or regulatory efforts to control or reduce
healthcare costs or reform government healthcare programs could result in lower prices or rejection of our future products. Changes in coverage and reimbursement policies or healthcare cost containment initiatives that limit or restrict
reimbursement for our future products may reduce any future product revenue.



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Failure to obtain regulatory approval in foreign jurisdictions will prevent us from
marketing voreloxin abroad.

We intend to market voreloxin in international markets. In order to market voreloxin in
Canada, the European Union and many other foreign jurisdictions, we must obtain separate regulatory approvals. We have had limited interactions with foreign regulatory authorities, and the approval procedures vary among countries and can involve
additional testing at significant cost. The time required to obtain approval may differ from that required to obtain FDA approval. Approval by the FDA does not ensure approval by regulatory authorities in other countries, and approval by one foreign
regulatory authority does not ensure approval by regulatory authorities in other foreign countries or by the FDA. The foreign regulatory approval processes may include all of the risks associated with obtaining FDA approval. We may not obtain
foreign regulatory approvals on a timely basis, if at all. We may not be able to file for regulatory approvals and may not receive necessary approvals to commercialize voreloxin or any other future products in any market.

Foreign governments often impose strict price controls, which may adversely affect our future profitability.

We intend to seek approval to market voreloxin in both the United States and foreign jurisdictions. If we obtain approval in one or more
foreign jurisdictions, we will be subject to rules and regulations in those jurisdictions relating to voreloxin. In some foreign countries, particularly in the European Union, prescription drug pricing is subject to governmental control. In
these countries, pricing negotiations with governmental authorities can take considerable time after the receipt of marketing approval for a drug candidate. To obtain reimbursement or pricing approval in some countries, we may be required to conduct
a clinical trial that compares the cost-effectiveness of voreloxin to other available therapies. If reimbursement of voreloxin is unavailable or limited in scope or amount, or if pricing is set at unsatisfactory levels, we may be unable to achieve
or sustain profitability.

We may incur significant costs complying with environmental laws and regulations, and failure
to comply with these laws and regulations could expose us to significant liabilities.

We use hazardous chemicals and
radioactive and biological materials in our business and are subject to a variety of federal, state, regional and local laws and regulations governing the use, generation, manufacture, storage, handling and disposal of these materials. Although we
believe our safety procedures for handling and disposing of these materials and waste products comply with these laws and regulations, we cannot eliminate the risk of accidental injury or contamination from the use, storage, handling or disposal of
hazardous materials. In the event of contamination or injury, we could be held liable for any resulting damages, and any liability could significantly exceed our insurance coverage, which is limited to $50,000 for pollution cleanup, and we are
uninsured for third-party contamination injury.

Risks Related to Our Common Stock

If we fail to maintain compliance with the continued listing requirements of The NASDAQ Capital Market, our common stock may be
delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted.

On March 31, 2010, we received a letter from the NASDAQ Listing Qualifications Staff, or the Staff, notifying us that we do not
comply with the minimum $1.00 per share requirement for a continued listing on The NASDAQ Capital Market, or the Bid Price Requirement. In accordance with NASDAQ Listing Rules, we will be afforded 180 calendar days, or until September 27,
2010, to regain compliance. To regain compliance, the bid price of our common stock must close at or above $1.00 for at least 10 consecutive business days at any time prior to September 27, 2010. If we fail to regain compliance with the Bid
Price Requirement during the grace period, our common stock could be subject to delisting. Further, to maintain our listing on The NASDAQ Capital Market, we are also required to meet certain other requirements, including, but not limited to, a
market value of publicly held shares (excluding shares held by our executive officers, directors and 10% or more stockholders) of at least $1.0 million and either a market value of listed securities of at least $35.0 million or stockholders
equity of at least $2.5 million. If we fail to comply with these continued listing standards, our common stock could be subject to delisting from The NASDAQ Capital Market.

If we are delisted, we would expect our common stock to be traded in the over-the-counter market, which could adversely affect the
liquidity of our common stock. Additionally, we could face significant material adverse consequences, including:



| |  |  | a limited availability of market quotations for our common stock;
| | - |  | -----------------------------------------------------------------



| |  |  | a reduced amount of news and analyst coverage for us;
| | - |  | -----------------------------------------------------



| |  |  | a decreased ability to issue additional securities or obtain additional financing in the future;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | reduced liquidity for our stockholders;
| | - |  | ---------------------------------------



| |  |  | potential loss of confidence by collaboration partners and employees; and
| | - |  | -------------------------------------------------------------------------



| |  |  | loss of institutional investor interest and fewer business development opportunities.
| | - |  | -------------------------------------------------------------------------------------



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The closing of the Private Placement has resulted and could result in further
substantial dilution to our stockholders. If we sell shares of our common stock in future financings or other arrangements, stockholders may experience additional dilution.*

The closing of the Private Placement has resulted and could result in further substantial dilution to our stockholders. Immediately
following the second closing for $5.0 million of units in the Private Placement, the holders of our common stock immediately prior to the initial closing of the Private Placement held approximately 44.2% of our outstanding common stock (assuming
conversion of the Series A convertible preferred stock at the current conversion price), and would hold approximately 28.3% if the warrants issued at the initial and second closings are exercised in full. If the common equity closing
had occurred on March 31, 2010, the holders of our common stock prior to the Private Placement would have held approximately 16.8% of our outstanding common stock (assuming conversion of the Series A convertible preferred stock at the current
conversion price), and 14.4% if the remaining warrants outstanding that were issued at the initial and second closings had been exercised in full as of that date.

We need to raise substantial additional funding to continue our operations, fund additional clinical trials of voreloxin and
potentially commercialize voreloxin. We plan to continue to finance our operations through equity issuances (including, but not limited to, the possible common equity closing in the Private Placement and subject to the satisfaction of the
conditions described above), debt arrangements and a possible partnership or license of development and/or commercialization rights to voreloxin, or a combination of the above. Any issuance of convertible debt securities, preferred stock or
common stock may be at a discount from the then-current trading price of our common stock. If we issue additional common or preferred stock or securities convertible into common stock, our stockholders will experience additional dilution, which may
be significant.

We may not have sufficient funding to distribute capital to our common stockholders or continue our
business upon a change of control event.

If a change of control (as that term is defined in the certificate of
designation related to the convertible Series A convertible preferred stock), which includes a sale or merger of Sunesis or a significant partnering transaction, occurs, the holders of the Series A convertible preferred stock would be entitled to
receive, before any proceeds are distributed to common stockholders, three times the amount that the investors in the Private Placement paid for the units (i.e. three times the total of $15.0 million invested in the initial and second closings, or
$45.0 million). We would not have any capital to distribute to our common stockholders if the consideration received in a transaction that triggers a change of control event under the certificate of designation is less than this liquidation
preference amount. Further, if the investors elect to treat a partnering transaction as a change of control, entitling the holders of the convertible preferred to the liquidation preference described above, the holders of the Series A
convertible preferred stock would be entitled to the full amount of any payments made by a corporate partner by surrendering the Series A convertible preferred stock, up to the liquidation preference amount, which may leave us with insufficient
resources to continue our business. This right of the holders of the Series A convertible preferred stock may also impair our ability to enter into a significant partnering transaction since a partner would be willing to enter into a partnering
agreement with us only if we have or had access to sufficient capital to satisfy our obligations under the partnering agreement. Whether or not we would have sufficient resources would depend on the terms of the partnering agreement and other
cash resources available to us at that time.

We cannot take fundamental actions related to Sunesis without the consent
of a majority of the holders of the convertible preferred stock issued in the Private Placement.

For as long as
our convertible Series A convertible preferred stock is outstanding, the holders of the Series A convertible preferred stock will have a number of rights, including the right to approve any sale of the company, any significant partnering
transaction, any issuance of debt or convertible preferred, and any issuance of common stock other than the common equity closing contemplated by the Private Placement. It is possible that the interests of the holders of
the Series A convertible preferred stock and the holders of common stock may be inconsistent, resulting in the inability to obtain the consent of the holders of Series A convertible preferred stock to matters that may be in the best interests
of the common stockholders.



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##### Table of Contents

The price of our common stock may continue to be volatile, and the value of an
investment in our common stock may decline.*

In the three months ended March 31, 2010, our common stock traded as
low as $0.71 and as high as $1.62, and in 2009, traded as low as $0.05 and as high as $2.43. Factors that could cause continued volatility in the market price of our common stock include, but are not limited to:



| |  |  | failure to raise additional capital to carry through with our clinical development plans and current and future operations;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | results from, and any delays in or discontinuance of, ongoing and planned clinical trials for voreloxin;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | announcements of FDA non-approval of voreloxin, delays in filing regulatory documents with the FDA or other regulatory agencies, or delays in the
review process by the FDA or other foreign regulatory agencies;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | announcements relating to our collaboration with Biogen Idec;
| | - |  | -------------------------------------------------------------



| |  |  | announcements relating to restructuring and other operational changes;
| | - |  | ----------------------------------------------------------------------



| |  |  | delays in the commercialization of voreloxin or our future products, if any;
| | - |  | ----------------------------------------------------------------------------



| |  |  | market conditions in the pharmaceutical, biopharmaceutical and biotechnology sectors;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | issuance of new or changed securities analysts reports or recommendations;
| | - |  | ---------------------------------------------------------------------------



| |  |  | actual and anticipated fluctuations in our quarterly operating results;
| | - |  | -----------------------------------------------------------------------



| |  |  | developments or disputes concerning our intellectual property or other proprietary rights;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | introduction of new products by our competitors;
| | - |  | ------------------------------------------------



| |  |  | issues in manufacturing voreloxin drug substance or drug product, or future products, if any;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | market acceptance of voreloxin or our future products, if any;
| | - |  | --------------------------------------------------------------



| |  |  | deviations in our operating results from the estimates of analysts;
| | - |  | -------------------------------------------------------------------



| |  |  | third-party healthcare reimbursement policies;
| | - |  | ----------------------------------------------



| |  |  | FDA or other U.S. or foreign regulatory actions affecting us or our industry;
| | - |  | -----------------------------------------------------------------------------



| |  |  | litigation or public concern about the safety of voreloxin or future products, if any;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | failure to develop or sustain an active and liquid trading market for our common stock;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | sales of our common stock by our officers, directors or significant stockholders; and
| | - |  | -------------------------------------------------------------------------------------



| |  |  | additions or departures of key personnel.
| | - |  | -----------------------------------------

In addition, the stock markets in general, and the markets for pharmaceutical, biopharmaceutical and biotechnology stocks in particular,
have experienced extreme volatility that has often been unrelated to the operating performance of the issuer. These broad market fluctuations may adversely affect the trading price or liquidity of our common stock. In the past, when the market price
of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the issuer. If any of our stockholders were to bring such a lawsuit against us, we could incur substantial costs defending the
lawsuit and the attention of our management would be diverted from the operation of our business.

Provisions of our
charter documents or Delaware law could delay or prevent an acquisition of our company, even if the acquisition would be beneficial to our stockholders, and could make it more difficult to change management.

Provisions of our amended and restated certificate of incorporation and amended and restated bylaws may discourage, delay or prevent a
merger, acquisition or other change in control that stockholders might otherwise consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. In addition, these provisions may
frustrate or prevent any attempt by our stockholders to replace or remove our current management by making it more difficult to replace or remove our board of directors. These provisions include:



| |  |  | a classified board of directors so that not all directors are elected at one time;
| | - |  | ----------------------------------------------------------------------------------



28



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| |  |  | a prohibition on stockholder action through written consent;
| | - |  | ------------------------------------------------------------



| |  |  | limitations on our stockholders ability to call special meetings of stockholders;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | an advance notice requirement for stockholder proposals and nominations; and
| | - |  | ----------------------------------------------------------------------------



| |  |  | the authority of our board of directors to issue preferred stock with such terms as our board of directors may determine.
| | - |  | -------------------------------------------------------------------------------------------------------------------------

In addition, Delaware law prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder,
generally a person who, together with its affiliates, owns or within the last three years has owned 15% of our voting stock, for a period of three years after the date of the transaction in which the person became an interested stockholder, unless
the business combination is approved in a prescribed manner. Accordingly, Delaware law may discourage, delay or prevent a change in control of our company.

Provisions in our charter documents and provisions of Delaware law could limit the price that investors are willing to pay in the future
for shares of our common stock.

The ownership of our capital stock is highly concentrated, and your interests may
conflict with the interests of our existing stockholders.*

Our executive officers and directors and their affiliates
beneficially owned approximately 37.6% of our outstanding capital stock as of March 31, 2010, assuming the conversion of the Series A convertible preferred stock and the exercise in full of the warrants to purchase common stock held by these
stockholders as of such date. Accordingly, these stockholders, acting as a group, could have significant influence over the outcome of corporate actions requiring stockholder approval, including the election of directors, any merger,
consolidation or sale of all or substantially all of our assets or any other significant corporate transaction. The significant concentration of stock ownership may adversely affect the trading price of our common stock due to investors
perception that conflicts of interest may exist or arise.

We have never paid dividends on our capital stock and we do
not anticipate paying any cash dividends in the foreseeable future.

We have never declared or paid cash dividends on
our capital stock. We do not anticipate paying any cash dividends on our capital stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. As a
result, capital appreciation, if any, of our common stock will be our stockholders sole source of gain for the foreseeable future.

We are at risk of securities class action litigation.

In the past, securities class action litigation has often been brought against a company following a decline in the market price of its
securities. This risk is especially relevant for us because biotechnology companies have experienced greater than average stock price volatility in recent years. If we faced such litigation, it could result in substantial costs and a diversion of
managements attention and resources, which could harm our business.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

None.



|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------

None.



|Item 4. | (Removed and Reserved)
|------- | ----------------------

None.



|Item 5. | Other Information
|------- | -----------------

None.



29



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##### Table of Contents

|Item 6. | Exhibits
|------- | --------

A list of
exhibits filed with this report or incorporated herein by reference is found in the Exhibit Index immediately following the signature page of this report.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.



|                     |  |  |  |  |  |                                                                                                                            
|-------------------- |  |  |  |  |  | ---------------------------------------------------------------------------------------------------------------------------
|                     |  |  |  |  |  | SUNESIS PHARMACEUTICALS, INC.                                                                                              
|                     |  |  |  |  |  | (Registrant)                                                                                                               
|                     |  |  | 
|Date: April 29, 2010 |  |  |  |  |  | /s/    ERIC H. BJERKHOLT                                                                                                   
|                     |  |  |  |  |  | Eric H. Bjerkholt
Senior Vice President, Corporate Development and Finance,
Chief Financial Officer and Corporate Secretary



30



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##### Table of Contents

Exhibit Index



|              |  |                                                                                                                                                                                                                   |  |                           |  |            |  |         |  |            |  |              
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  | ---------- |  | ------- |  | ---------- |  | -------------
|              |  |                                                                                                                                                                                                                   |  | Incorporated By Reference |  |           
|ExhibitNumber |  | Exhibit Description                                                                                                                                                                                               |  | Form                      |  | File No.   |  | Exhibit |  | FilingDate |  | FiledHerewith
|3.1           |  | Amended and Restated Certificate of Incorporation of the registrant.                                                                                                                                              |  | 10-K/A                    |  | 000-51531  |  | 3.1     |  | 5/23/07    |  |              
|              |  |                                                                                                                                                                                                                   |  |                           |  |           
|3.2           |  | Amended and Restated Bylaws of the registrant.                                                                                                                                                                    |  | 8-K                       |  | 000-51531  |  | 3.2     |  | 12/11/07   |  |              
|              |  |                                                                                                                                                                                                                   |  |                           |  |           
|3.3           |  | Certificate of Designation of the Series A Preferred Stock of the registrant.                                                                                                                                     |  | 8-K                       |  | 000-51531  |  | 3.3     |  | 4/3/09     |  |              
|              |  |                                                                                                                                                                                                                   |  |                           |  |           
|3.4           |  | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the registrant.                                                                                                              |  | S-8                       |  | 333-160528 |  | 3.4     |  | 7/10/09    |  |              
|              |  |                                                                                                                                                                                                                   |  |                           |  |           
|3.5           |  | Certificate of Amendment to the Certificate of Designation of the Series A Preferred Stock of the registrant.                                                                                                     |  | 8-K                       |  | 000-51531  |  | 3.4     |  | 11/2/09    |  |              
|              |  |                                                                                                                                                                                                                   |  |                           |  |           
|3.6           |  | Certificate of Amendment of the Certificate of Designation of the Series A Preferred Stock of the registrant.                                                                                                     |  | 8-K                       |  | 000-51531  |  | 3.5     |  | 1/21/10    |  |              
|              |  |                                                                                                                                                                                                                   |  |                           |  |           
|4.1           |  | Reference is made to Exhibits 3.1, 3.2, 3.3, 3.4, 3.5 and 3.6.                                                                                                                                                    |  |                           |  |            |  |         |  |            |  |              
|              |  |                                                                                                                                                                                                                   |  |                           |  |           
|4.2           |  | Specimen Common Stock certificate of the registrant.                                                                                                                                                              |  | S-1                       |  | 333-121646 |  | 4.1     |  | 12/23/04   |  |              
|              |  |                                                                                                                                                                                                                   |  |                           |  |           
|4.3           |  | Investor Rights Agreement, dated April 3, 2009, by and among the registrant and the purchasers identified on the signature pages thereto.                                                                         |  | 8-K                       |  | 000-51531  |  | 4.1     |  | 4/3/09     |  |              
|              |  |                                                                                                                                                                                                                   |  |                           |  |           
|10.1          |  | Third Agreement Regarding Private Placement of Securities by and among the registrant and the persons and entities listed on Exhibit A thereto.                                                                   |  | 8-K                       |  | 000-51531  |  | 10.67   |  | 1/21/10    |  |              
|              |  |                                                                                                                                                                                                                   |  |                           |  |           
|10.2          |  | Sales Agreement, dated January 20, 2010, between the registrant and Cantor Fitzgerald & Co.                                                                                                                       |  | 8-K                       |  | 000-51531  |  | 10.68   |  | 1/21/10    |  |              
|              |  |                                                                                                                                                                                                                   |  |                           |  |           
|10.3          |  | Fourth Agreement Regarding Private Placement of Securities of Sunesis Pharmaceuticals, Inc., dated as of March 29, 2010, by and among the registrant and the investors identified on
the signature pages thereto. |  | 8-K                       |  | 000-51531  |  | 10.1    |  | 4/2/10     |  |              
|              |  |                                                                                                                                                                                                                   |  |                           |  |           
|10.4          |  | Amended and Restated Sunesis Pharmaceuticals, Inc. 2009 Bonus Program.                                                                                                                                            |  | 8-K                       |  | 000-51531  |  | 10.2    |  | 4/2/10     |  |              
|              |  |                                                                                                                                                                                                                   |  |                           |  |           
|31.1          |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.                                                                                                        |  |                           |  |            |  |         |  |            |  | X            
|              |  |                                                                                                                                                                                                                   |  |                           |  |           
|31.2          |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.                                                                                                        |  |                           |  |            |  |         |  |            |  | X            
|              |  |                                                                                                                                                                                                                   |  |                           |  |           
|32.1#         |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 13a-14(b) or 15d-14(b) of the Exchange Act.                                                                                      |  |                           |  |            |  |         |  |            |  | X            



|# | In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule; Managements Reports on Internal Control over
Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the Certification furnished in Exhibit 32.1 hereto is deemed to accompany this Form 10-Q and will not be filed for purposes of Section 18 of the Exchange Act.
Such certification will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
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