Exhibit 10.54  EXECUTIVE SEVERANCE BENEFITS AGREEMENT  This EXECUTIVE SEVERANCE BENEFITS AGREEMENT
(the Agreement) is entered into
this fourth day of August, 2005 (the Effective
Date), betweenROBERT MCDOWELL, PH.D. (Executive)
and SUNESIS PHARMACEUTICALS, INC. (the Company). This Agreement is intended to
provide Executive with the compensation and benefits described herein upon the
occurrence of specific events.  Certain
capitalized terms used in this Agreement are defined in Article 6.  The Company and Executive hereby agree as follows:  ARTICLE 1 SCOPE OF
AND CONSIDERATION FOR THIS AGREEMENT  1.1          Position and Duties.Executive is
currently employed by the Company as Vice President, Discovery Chemistry.  1.2          Restrictions.  During his employment by the Company,
Executive agrees to the best of his ability and experience that he will at all
times loyally and conscientiously perform all of the duties and obligations
required of and from him as Vice President, Discovery Chemistry.  During the term of his employment, Executive
further agrees that he will devote all of his business time and attention to
the business of the Company, the Company will be entitled to all of the
benefits and profits arising from or incident to all such work, services and
advice, Executive will not render commercial or professional services of any
nature to any person or organization, whether or not for compensation, without
the prior written consent of the Board, and Executive will not directly or
indirectly engage or participate in any business that is competitive in any
manner with the business of the Company. 
Nothing in this Agreement will prevent Executive from accepting speaking
or presentation engagements in exchange for honoraria or from service on boards
of charitable organizations or otherwise participating in civic, charitable or
fraternal organizations, or from owning no more than one percent (1%) of the
outstanding equity securities of a corporation whose stock is listed on a
national stock exchange.  1.3          Confidential Information and Invention
Assignment Agreement. 
Executive acknowledges that he has previously executed and delivered to
an officer of the Company the Companys Confidential Information and Invention
Assignment Agreement (the Confidentiality
Agreement) and that the
Confidentiality Agreement remains in full force and effect.  1.4          Confidentiality of Terms.  Executive agrees to follow the Companys
strict policy that employees must not disclose, either directly or indirectly,
any information, including any of the terms of this Agreement, regarding
salary, bonuses, or stock purchase or option allocations to any person,
including other employees of the Company; provided, however, that Executive may discuss such terms with members
of his immediate family and any legal, tax or accounting specialists who
provide Executive with individual legal, tax or accounting advice, and
Executive may discuss such terms with other employees of the Company on a need
to know basis if required to carry out Executives duties as the Companys Vice
President, Discovery Chemistry or at the request of the Board or any other
superior officer of the Company.  1.5          Benefits Upon Change of Control.The Company and
Executive wish to set forth the compensation and benefits which Executive shall
be entitled to receive in the event of a Change of Control or if Executives
employment with the Company is terminated under the circumstances described
herein.  1.6          Consideration.  The
duties and obligations of the Company to Executive under this Agreement shall
be in consideration for Executives past services to the Company, Executives
continued employment with the Company, and Executives execution of a release
in accordance with Section 4.1.  ARTICLE 2 OPTION ACCELERATION  2.1          Change of Control
Option Acceleration.In the event of a Change of
Control, the vesting and/or exercisability of fifty percent (50%) of Executives
outstanding Stock Awards shall be automatically accelerated immediately prior
to the effective date of such Change of Control.


2.2          Constructive Termination Option
Acceleration.  (a)           In the event of a Covered Termination
of Executives employment prior to or more than twelve (12) months following
the effective date of a Change of Control, the vesting and/or exercisability of
each of Executives outstanding Stock Awards shall be automatically accelerated
on the date of termination as to the number of Stock Awards that would vest
over the twelve (12) month period following
the date of termination had Executive remained continuously employed by the
Company during such period.  (b)           In the event of a Covered Termination
of Executives employment within twelve (12) months following the effective
date of a Change of Control, the vesting and/or exercisability of one hundred
percent (100%) of Executives outstanding Stock Awards shall be automatically
accelerated on the date of termination.  2.3            Outstanding Stock Awards.  For the avoidance of doubt, the fifty percent
(50%), twelve (12) month and one hundred percent (100%) accelerated vesting
described in Sections 2.1 and 2.2 shall apply toward that portion of Executives
outstanding Stock Awards that are unvested as of the date of accelerated
vesting.  ARTICLE 3 SEVERANCE BENEFITS  3.1          Severance Benefits.  A Covered Termination of Executives
employment prior to or more than twelve (12) months following the effective
date of a Change of Control entitles Executive to receive the benefits set
forth in this Section 3.1.  (a)           Base Salary.  The Company shall pay to Executive an amount
equal to six (6) months Base Salary. 
Such severance amount shall be paidover the six (6) month period commencing on the date of
termination in equal monthly installments and shall be subject to all
required tax withholding.  (b)           Health Benefits.  Provided that Executive elects continued
coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended (COBRA), the Company shall pay the
premiums of Executives group health insurance coverage, including coverage for
Executives eligible dependents, for a maximum period of six (6) months
following such Covered Termination; provided, however,
that the Company shall pay premiums for Executives eligible dependents only
for coverage for which those eligible dependents were enrolled immediately prior
to the Covered Termination; provided, further, that Executive shall be solely responsible for all
matters relating to his continuation of coverage pursuant to COBRA, including,
without limitation, the election of such coverage and the timely payment of premiums.  No premium payments will be made following
the effective date of Executives coverage by a health insurance plan of a
subsequent employer.  For the balance of
the period that Executive is entitled to coverage under federal COBRA law, if
any, Executive shall be entitled to maintain such coverage at Executives own
expense.  3.2          Change of Control Severance Benefits.  A Covered Termination of Executives
employment within twelve (12) months following the effective date of a Change
of Control entitles Executive to receive the benefits set forth in this Section 3.2.  (a)           Base Salary.  The Company shall pay to Executive an amount
equal to nine (9) months Base Salary. 
Such severance amount shall be paid in cash in a lump sum within thirty
(30) days following the Covered Termination and shall be subject to all
required tax withholding.  (b)           Bonus.  The Company shall pay to Executive an amount
equal to nine twelfths (9/12ths) of Executives target annual bonus for the
fiscal year during which the Covered Termination occurs, with such bonus
determined assuming that all of the performance objectives for such fiscal year
have been attained.  Such severance
amount shall be paid in cash in a lump sum within thirty (30) days following
the Covered Termination and shall be subject to all required tax withholding.  (c)           Health Benefits.  Provided that Executive elects continued
coverage under federal COBRA law, the Company shall pay the premiums of
Executives group health insurance coverage, including coverage for Executives
eligible dependents, for a maximum period of nine (9) months following
such Covered Termination; provided, however,
that the Company shall pay premiums for Executives eligible dependents only
for coverage for which those eligible dependents were enrolled immediately
prior to the Covered Termination; provided, further, that Executive shall be solely responsible for all
matters relating to his continuation of coverage pursuant to federal COBRA law,
including, without limitation, the election of such coverage and the timely
payment of premiums.  No premium payments
will be made following the effective date of Executives coverage by a health  2


insurance plan of a subsequent employer.  For the balance of the period that Executive
is entitled to coverage under federal COBRA law, if any, Executive shall be
entitled to maintain such coverage at Executives own expense.  (d)           No Duplication of Benefits.The payments and
benefits provided for in this Section 3.2 shall only be payable in the
event of a Covered Termination of Executives employment within twelve (12)
months following the effective date of a Change of Control.  In the event of a Covered Termination of
Executives employment prior to or more than twelve (12) months following a
Change Control, then Executive shall receive the payments and benefits
described in Section 3.1 and shall not be eligible to receive any of the
payments and benefits described in this Section 3.2.  3.3          Other Terminations.  If Executives employment is terminated by
the Company for Cause, by Executive other than pursuant to a Constructive
Termination or as a result of Executives death or disability, the Company
shall not have any other or further obligations to Executive under this
Agreement (including any financial obligations) except that Executive shall be
entitled to receive (a) Executives fully earned but unpaid base salary,
through the date of termination at the rate then in effect, and (b) all
other amounts or benefits to which Executive is entitled under any
compensation, retirement or benefit plan or practice of the Company at the time
of termination in accordance with the terms of such plans or practices,
including, without limitation, any continuation of benefits required by federal
COBRA law or applicable law.  In
addition, subject to the provisions of the Companys equity compensation plans
and the terms of Executives Stock Awards, if Executives employment is
terminated by the Company for Cause, by Executive other than pursuant to a
Constructive Termination or as a result of Executives death or disability, all
vesting of Executives unvested Stock Awards previously granted to him by the
Company shall cease and none of such unvested Stock Awards shall be exercisable
following the date of such termination. 
The foregoing shall be in addition to, and not in lieu of, any and all
other rights and remedies which may be available to the Company under the
circumstances, whether at law or in equity.  3.4          Mitigation.  Except as otherwise specifically provided
herein, Executive shall not be required to mitigate damages or the amount of
any payment provided under this Agreement by seeking other employment or
otherwise, nor shall the amount of any payment provided for under this
Agreement be reduced by any compensation earned by Executive as a result of
employment by another employer or by any retirement benefits received by
Executive after the date of the Covered Termination.  3.5          Exclusive Remedy.  Except as otherwise expressly required by law
(e.g., COBRA) or as specifically provided herein, all of Executives rights to
salary, severance, benefits, bonuses and other amounts hereunder (if any)
accruing after the termination of Executives employment shall cease upon such
termination.  In the event of a
termination of Executives employment with the Company, Executives sole remedy
shall be to receive the payments and benefits described in this Agreement.  ARTICLE 4 LIMITATIONS AND CONDITIONS ON BENEFITS  4.1          Release Prior to Payment of Benefits.  Upon the occurrence of a Covered Termination
of Executives employment, and prior to the payment of any benefits under this
Agreement on account of such Covered Termination, Executive shall execute a
release (the Release) in the form
attached hereto and incorporated herein as Exhibit A or Exhibit B, as
applicable.  Such Release shall
specifically relate to all of Executives rights and claims in existence at the
time of such execution and shall confirm Executives obligations under the
Confidentiality Agreement.  It is
understood that, as specified in the applicable Release, Executive has a
certain number of calendar days to consider whether to execute such Release,
and Executive may revoke such Release within seven (7) calendar days after
execution.  In the event Executive does
not execute such Release within the applicable period, or if Executive revokes
such Release within the subsequent seven (7) day period, no benefits shall
be payable under this Agreement.  4.2          Termination of Benefits.  Benefits under this Agreement shall terminate
immediately if the Executive, at any time, violates any proprietary information
or confidentiality obligation to the Company, including, without limitation,
the Confidentiality Agreement.  ARTICLE 5 PARACHUTE PAYMENTS  5.1          Best Pay Provision.Anything in this
Agreement to the contrary notwithstanding, in the event it shall be determined
that any Payment under this Agreement would, when combined with all other
Payments Executive receives from the Company or any successor or parent or
subsidiary thereof, but for this Article 5, be subject to the Excise Tax,
then such Payments shall be either (a) the  3


full amount of such Payments or (b) such
lesser amount (with cash payments being reduced before stock option
compensation) as would result in no portion of the Payments being subject to
the Excise Tax, whichever of the foregoing amounts, taking into account the
applicable federal, state and local employment taxes, income taxes and the
Excise Tax, results in Executives receipt, on an after-tax basis, of the
greater amount of the Payments notwithstanding that all or some portion of the
Payments may be subject to the Excise Tax.  5.2          Determinations.All determinations
required to be made under this Article 5, including whether and to what
extent the Payments shall be reduced and the assumptions to be utilized in arriving
at such determination, shall be made by the nationally recognized certified
public accounting firm used by the Company immediately prior to the Change of
Control or, if such firm declines to serve, such other nationally recognized
certified public accounting firm as may be designated by the Executive (the Accounting Firm).  The Accounting Firm shall provide detailed
supporting calculations both to the Company and the Executive at such time as
is requested by the Company.  All fees
and expenses of the Accounting Firm shall be borne solely by the Company.  Any determination by the Accounting Firm
shall be binding upon the Company and the Executive.  For purposes of making the calculations
required by this Article 5, the Accounting Firm may make reasonable
assumptions and approximations concerning applicable taxes and may rely on
reasonable, good-faith interpretations concerning the application of Sections
280G and 4999 of the Code.  ARTICLE 6 DEFINITIONS  For purposes of the Agreement, the following
terms are defined as follows:  6.1          Base Salary
means Executives annual base salary as in effect during the last regularly
scheduled payroll period immediately preceding the Covered Termination.  6.2          Board means
the Board of Directors of the Company.  6.3          Cause means
that, in the reasonable determination of the Company, Executive:  (a)has committed
an act of fraud or embezzlement or has intentionally committed some other
illegal act that has a material adverse impact on the Company or any successor
or parent or subsidiary thereof;  (b)has been
convicted of, or entered a plea of guilty or no contest to, a felony which
causes or may reasonably be expected to cause substantial economic injury to or
substantial injury to the reputation of the Company or any subsidiary or
affiliate of the Company;  (c)has made any
unauthorized use or disclosure of confidential information or trade secrets of
the Company or any successor or parent or subsidiary thereof that has a
material adverse impact on any such entity;  (d)has
committed any other intentional misconduct that has a material adverse impact
on the Company or any successor or parent or subsidiary thereof, or  (e)has
intentionally refused or intentionally failed to act in accordance with any
lawful and proper direction or order of the Board or the appropriate individual
to whom Executive reports; provided such direction is not materially
inconsistent with the Executives customary duties and responsibilities.  6.4          Change of Control
means and includes each of the following:  (a)           the acquisition, directly or
indirectly, by any person or group (as those terms are defined in Sections
3(a)(9), 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended, and the rules thereunder) of beneficial ownership (as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of
1934, as amended) of securities entitled to vote generally in the election of
directors (voting securities) of the Company
that represent fifty percent (50%) or more of the combined voting power of the
Companys then outstanding voting securities, other than:  (i)            an acquisition by a trustee or other
fiduciary holding securities under any employee benefit plan (or related trust)
sponsored or maintained by the Company or any person controlled by the Company
or by any employee benefit plan (or related trust) sponsored or maintained by
the Company or any person controlled by the Company, or  4


(ii)an
acquisition of voting securities by the Company or a corporation owned,
directly or indirectly by the stockholders of the Company in substantially the
same proportions as their ownership of the stock of the Company;  Notwithstanding
the foregoing, the following event shall not constitute an acquisition by any
person or group for purposes of this Section: an acquisition of the Companys
securities by the Company that causes the Companys voting securities
beneficially owned by a person or group to represent fifty percent (50%) or
more of the combined voting power of the Companys then outstanding voting
securities; provided, however,
that if a person or group shall become the beneficial owner of fifty percent
(50%) or more of the combined voting power of the Companys then outstanding
voting securities by reason of share acquisitions by the Company as described
above and shall, after such share acquisitions by the Company, become the
beneficial owner of any additional voting securities of the Company, then such
acquisition shall constitute a Change of Control; or  (b)           the consummation by the Company
(whether directly involving the Company or indirectly involving the Company
through one or more intermediaries) of (x) a merger, consolidation,
reorganization, or business combination or (y) a sale or other disposition
of all or substantially all of the Companys assets or (z) the acquisition
of assets or stock of another entity, in each case other than a transaction:  (i)            which results in the Companys
voting securities outstanding immediately before the transaction continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the Company or the person that, as a result of the transaction,
controls, directly or indirectly, the Company or owns, directly or indirectly,
all or substantially all of the Companys assets or otherwise succeeds to the business
of the Company (the Company or such person, the Successor Entity)) directly or
indirectly, at least a majority of the combined voting power of the Successor
Entitys outstanding voting securities immediately after the transaction, and  (ii)           after which no person or group
beneficially owns voting securities representing fifty percent (50%) or more of
the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated
for purposes of this clause (ii) as beneficially owning fifty percent
(50%) or more of combined voting power of the Successor Entity solely as a
result of the voting power held in the Company prior to the consummation of the
transaction; or  (c)           the Companys stockholders approve a
liquidation or dissolution of the Company.  Notwithstanding
the foregoing, a transaction shall not constitute a Change of Control if: (i) it
constitutes the Companys initial public offering of its securities; or (ii) it
is a transaction effected primarily for the
purpose of financing the Company with cash (as determined by the Board in its
discretion and without regard to whether such transaction is effectuated by a
merger, equity financing or otherwise).  The
Board shall have full and final authority, which shall be exercised in its
discretion, to determine conclusively whether a Change of Control of the
Company has occurred pursuant to the above definition, and the date of the
occurrence of such Change of Control and any incidental matters relating
thereto.  6.5Code means the Internal Revenue Code of
1986, as amended from time to time and the Treasury Regulations thereunder.  6.6          Company
means Sunesis Pharmaceuticals, Inc. or, following a Change of Control, the
surviving entity resulting from such transaction.  6.7          Constructive Termination
means that Executive voluntarily terminates employment after any of the
following are undertaken without Executives express written consent:  (a)           a reduction in Executives base salary, unless the base
salaries of all other executives are similarly reduced;  (b)           a reduction in Executives target bonus within twelve (12)
months following the effective date of a Change of Control, unless the target
bonuses of all other executives are similarly reduced; or  (b)           a relocation of Executives place of employment by more
than thirty (30) miles from such Executives place of employment on the
Effective Date.  The termination of Executives
employment as a result of Executives death or disability will not be deemed to
be a Constructive Termination.  5


6.8          Covered Termination
means an Involuntary Termination Without Cause or a Constructive Termination.  6.9Excise Tax means the excise tax imposed by
Section 4999 of the Code, together with any interest or penalties imposed
with respect to such excise tax.  6.10Involuntary Termination Without Cause means Executives
dismissal or discharge other than for Cause. 
The termination of Executives employment as a result of Executives
death or disability will not be deemed to be an Involuntary Termination Without
Cause.  6.11A
Payment shall mean any payment
or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of
the Code) to or for the benefit of the Executive, whether paid or payable
pursuant to this Agreement or otherwise.  6.12        Stock Awards
means all stock options, restricted stock and such other awards granted
pursuant to the Companys stock option and equity incentive award plans or
agreements and any shares of stock issued upon exercise thereof.  ARTICLE 7
GENERAL PROVISIONS  7.1          Employment Status.  This Agreement does not constitute a contract
of employment or impose upon Executive any obligation to remain as an employee,
or impose on the Company any obligation (a) to retain Executive as an
employee, (b) to change the status of Executive as an at-will employee, or
(c) to change the Companys policies regarding termination of employment.  7.2          Notices.  Any notices provided hereunder must be in
writing, and such notices or any other written communication shall be deemed
effective upon the earlier of personal delivery (including personal delivery by
facsimile) or the third day after mailing by first class mail to the Company at
its primary office location and to Executive at Executives address as listed
in the Companys payroll records.  Any
payments made by the Company to Executive under the terms of this Agreement
shall be delivered to Executive either in person or at the address as listed in
the Companys payroll records.  7.3          Severability.  Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in
any jurisdiction, such invalidity, illegality or unenforceability will not
affect any other provision or any other jurisdiction, but this Agreement will
be reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provisions had never been contained herein.  7.4          Waiver.  If either party should waive any breach of
any provisions of this Agreement, he or it shall not thereby be deemed to have
waived any preceding or succeeding breach of the same or any other provision of
this Agreement.  7.5          Arbitration.  Any dispute, claim or controversy based on,
arising out of or relating to Executives employment or this Agreement shall be
settled by final and binding arbitration in San Mateo County, California,
before a single neutral arbitrator in accordance with the National Rules for
the Resolution of Employment Disputes (the Rules)
of the American Arbitration Association, and judgment on the award rendered by
the arbitrator may be entered in any court having jurisdiction.  Arbitration may be compelled pursuant to the
California Arbitration Act (Code of Civil Procedure §§ 1280 et seq.). 
If the parties are unable to agree upon an arbitrator, one shall be
appointed by the AAA in accordance with its Rules.  Each party shall pay the fees of its own
attorneys, the expenses of its witnesses and all other expenses connected with
presenting its case; however,
Executive and the Company agree that, to the extent permitted by law, the
arbitrator may, in his discretion, award reasonable attorneys fees to the
prevailing party.  Other costs of the
arbitration, including the cost of any record or transcripts of the
arbitration, AAAs administrative fees, the fee of the arbitrator, and all
other fees and costs, shall be borne by the Company.  This Section 7.5 is intended to be the
exclusive method for resolving any and all claims by the parties against each
other for payment of damages under this Agreement or relating to Executives employment;
provided, however,
that neither this Agreement nor the submission to arbitration shall limit the
parties right to seek provisional relief, including, without limitation,
injunctive relief, in any court of competent jurisdiction pursuant to California
Code of Civil Procedure § 1281.8 or any similar statute of an applicable
jurisdiction.  Seeking any such relief
shall not be deemed to be a waiver of such partys right to compel
arbitration.  Both Executive and the
Company expressly waive their right to a jury trial. Pursuant to California
Civil Code Section 1717, each party warrants that it was represented by
counsel in the negotiation and execution of this Agreement, including the
attorneys fees provision herein.  6


7.6          Complete Agreement.  This Agreement, including Exhibit A and Exhibit B,
constitutes the entire agreement between Executive and the Company and is the
complete, final, and exclusive embodiment of their agreement with regard to
this subject matter, wholly superseding all written and oral agreements with
respect to severance benefits to Executive in the event of employment
termination.  It is entered into without
reliance on any promise or representation other than those expressly contained
herein.  Notwithstanding anything herein
to the contrary, this Agreement shall not supersede any indemnification
agreement between Executive and the Company.  7.7          Amendment or Termination of Agreement.  This Agreement may be changed or terminated
only upon the mutual written consent of the Company and Executive.  The written consent of the Company to a
change or termination of this Agreement must be signed by an executive officer
of the Company after such change or termination has been approved by the Board.  7.8          Counterparts.  This Agreement may be executed in separate
counterparts, any one of which need not contain signatures of more than one
party, but all of which taken together will constitute one and the same
Agreement.  7.9          Headings.  The headings of the Articles and Sections
hereof are inserted for convenience only and shall not be deemed to constitute
a part hereof nor to affect the meaning thereof.  7.10        Successors and Assigns.  This Agreement is intended to bind and inure
to the benefit of and be enforceable by Executive, and the Company, and any
surviving entity resulting from a Change of Control and upon any other person
who is a successor by merger, acquisition, consolidation or otherwise to the
business formerly carried on by the Company, and their respective successors,
assigns, heirs, executors and administrators, without regard to whether or not
such person actively assumes any rights or duties hereunder; provided, however, that Executive may not assign any duties
hereunder and may not assign any rights hereunder without the written consent
of the Company, which consent shall not be withheld unreasonably.  7.11        Choice of Law.  All questions concerning the construction,
validity and interpretation of this Agreement will be governed by the law of
the State of California, without regard to such states conflict of laws rules.  7.12        Non-Publication.  The parties mutually agree not to disclose
publicly the terms of this Agreement except to the extent that disclosure is
mandated by applicable law or regulation or to their respective advisors (e.g., attorneys, accountants).  7.13        Construction of Agreement.  In the event of a conflict between the text
of the Agreement and any summary, description or other information regarding
the Agreement, the text of the Agreement shall control.  7.14        Code
Section 409A. 
This Agreement shall be interpreted, construed and administered in a
manner that satisfies the requirements of Sections 409A of the Code, and any
payment scheduled to be made hereunder that would otherwise violate Section 409A
of the Code shall be delayed to the extent necessary for this Agreement and
such payment to comply with Section 409A of the Code.  (Signature
Page Follows)  7


IN WITNESS WHEREOF,
the parties have executed this Agreement on the Effective Date written above.   SUNESIS PHARMACEUTICALS, INC.
  
  ROBERT MCDOWELL, PH.D.By:
  /s/ ANTHONY B. EVNIN
  
  /s/ ROBERT MCDOWLL, PH.D.Name:
  Anthony B. EvninTitle:
  Chairman of the Compensation Committee of the Board of Directors   Exhibit A:  Release
(Individual Termination) Exhibit B:  Release (Group
Termination)  8