Exhibit
10.27


 


Amendment No. 1 to Collaboration Agreement


 


This Amendment, effective June 17, 2003, is to the Collaboration
Agreement (the “Collaboration Agreement”) effective December 18, 2002
between Sunesis Pharmaceuticals, Inc., (“Sunesis”) a Delaware corporation,
having a principal place of business at 341 Oyster Point Boulevard, South San
Francisco 94080 and Biogen, Inc. (“Biogen”), a Massachusetts corporation,
having a principal place of business at 14 Cambridge Center, MA 02142.


 


The parties hereby agree to the following amendments to the
Collaboration Agreement.


 


Section 2.6.1 is hereby deleted and replaced with the following:


 


2.6.1 Biogen Election of First Tier Targets. At any time during
the first [*] ([*]) months of the Research Term, Biogen has an exclusive
option, in its sole discretion, to add [*] and two additional targets (such two
additional targets to be identified by Biogen and approved by Sunesis within
nine (9) months from the Effective Date)(each of [*] and the two identified
targets, a “First Tier Target”) under the Research Program by providing
written notice to Sunesis. Promptly following Biogen’s notice to Sunesis of
such election, the JRC shall evaluate the potential target to be added under
the Research Program, and the outline of a research plan for such potential
target. Subject to Sections 2.6.3 and 5.2, upon written agreement of the
Parties, such target shall be deemed a “Secondarv Target” (with a
description of such target attached at Amended Exhibit 1.22) and shall be added
under the Research Program on the same terms and conditions of this Agreement
as a Target.


 


Further, Exhibit 1.22 is hereby deleted and replaced with Amended
Exhibit 1.22 (as described below):


 


 










Confidential treatment has been requested for portions of this
exhibit.  The copy filed herewith omits
the information subject to the confidentiality request.  Omissions are designated as [*].  A complete version of this exhibit has been
filed separately with the Securities and Exchange Commission.


 





















 


AMENDED EXHIBIT 1.22


 


TARGETS


 


A.            Primary Target


 


(i)            “TNF[*] TNF”
shall mean the protein encoded by the gene specified by GenBank accession
number [*]


 


B.            Secondary Targets


 


1.             First
Tier Targets


 


(i)            “[*]” shall mean the protein encoded by the
gene specified by GenBank accession number [*]


 


(ii)           “          ” shall
mean                                                                                                    


 


(iii)          “          ” shall mean                                                                                                    


 


2. Second Tier Un-named Targets


 


(i)            “          ”
shall mean                                                                                                    


 


(iv)          “          ”
shall mean                                                                                                    


 


 










[*] Certain information on this page has
been redacted and filed separately with the Securities and Exchange
Commission.  Confidential treatment has
been requested with respect to the omitted portions.


 





















 


All other provisions of the Collaboration Agreement shall remain
unchanged.


 


IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be
duly executed by their authorized representatives and delivered in duplicate
originals as of the date first written above.


 


 


	
  BIOGEN, INC.

  	
  SUNESIS PHARMACEUTICALS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
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