EXHIBIT 10.32


 


NOTICE OF
EXTENSION AND


SECOND
AMENDMENT TO COLLABORATION AGREEMENT


 


This Notice and Amendment to the Collaboration Agreement (the “Amendment”)
dated as of December 15, 2003 (the “Effective Date”) is between Sunesis
Pharmaceuticals, Inc., having a principal place of business at 341 Oyster Point
Boulevard, South San Francisco, California 94080 (“Sunesis”), a Delaware
Corporation, and Johnson & Johnson Pharmaceutical Research &
Development, L.L.C., a limited liability company, having a principal place of
business at 920 U.S. Route 202, Raritan, New Jersey 08869 (“JJPRD”).  Sunesis and JJPRD may be referred to
individually herein as a “Party” or together as the Parties and all references
to “Sunesis” and “JJPRD” shall include their respective Affiliates, unless
otherwise indicated.


 


RECITALS


 


WHEREAS, Sunesis and JJPRD entered into a
Collaboration Agreement dated May 3, 2002 (the “Agreement”); and


 


WHEREAS, Sunesis and JJPRD amended the
Collaboration Agreement December 15, 2002 (the “First Amendment”); and


 


WHEREAS, Sunesis and JJPRD desire to make
modifications to the Agreement for the purpose of extending the Research Term
for one (1) additional year and providing funding by JJPRD for the Research
Program under the Agreement and the extended Research Term; and


 


WHEREAS, JJRPD desires to give written Notice
of its intention to extend the Research Term of the Collaboration Agreement
with Sunesis.


 


NOW, THEREFORE, in consideration of the
mutual covenants set forth in this Amendment, Sunesis and JJPRD hereby agree as
follows:


 


1.             Capitalized
terms used in this Amendment and not otherwise defined here shall have the
meanings ascribed to such terms in the Agreement.


 


2.             Pursuant
to Article 2.4, JJPRD elects to extend the Research Term one (1)
additional year from May 3, 2004 through May 2, 2005 (the “First Extension”).  Sunesis agrees to dedicate and JJPRD agrees
to fund [*] ([*]) FTE’s during the First Extension of the Research Term at [*]
dollars ($[*]) plus [*] ([*]%) or [*] dollars ($[*]) per FTE as provided under Article 5.1.1(b).


 


3.             The
Parties agree the remaining FTE payments, both for the initial two year
Research Term and the First Extension, will be made in advance according to the
following schedule:


 










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.


 





















 


(i)            $[*]
for the remainder of the initial two year Research Term ([*] FTE’s at $[*] per
FTE from February 3, 2004 through May 2, 2004),


 


(ii)           $[*]
for the 2004 portion of the First Extension ([*] FTE’s at $[*] per FTE from May
3, 2004 through December 31, 2004), and


 


(iii)          $[*]
for the 2005 portion of the First Extension ([*] FTE’s at $[*] per FTE from January 1,
2005 through May 2, 2005).


 


It is agreed that in partial recognition of
the right of JJPRD to extend the Research Term hereunder, items (i) and (ii) or
$[*] shall be due on the Second Amendment Effective Date and will be payable by
JJPRD within thirty (30) days after the Second Amendment Effective Date and
that item (iii) shall de due on January 1, 2005 and will be paid by JJPRD
at any time prior to thirty (30) days after January 1, 2005.


 


5.             Pursuant
to Article 3.4, the JRC shall decide prior to execution of this Amendment
how to distribute the FTE’s during the First Extension of the Research Term.


 


5.             Except
to the extent modified or amended herein, all other terms and conditions of the
Agreement shall remain in full force and effect.


 


[The
rest of this page is intentionally left blank]


 










[*]
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.


 





















 


IN WITNESS WHEREOF, the undersigned have duly executed and delivered
this Amendment as a sealed instrument effective as of the date first above
written.


 


 


SUNESIS PHARMACEUTICALS, INC.


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


 


JOHNSON & JOHNSON PHARMACEUTICAL


RESEARCH & DEVELOPMENT, L.L.C.


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title: