EXHIBIT
10.28


 


Amendment No.2 to Collaboration
Agreement


 


This Amendment, effective September 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 (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 “Secondary
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. As of effective date of this amendment,
[*] has been identified as a third target and both [*] and [*] have been added
under the Research Program as provided. A fourth target shall be identified by
Biogen and approved by Sunesis by January 1, 2004.


 


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 the protein encoded by the gene specified by GenBank accession
number [*]


 


(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.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
  Tilt:

  	
   

  	
   

  	
  Title: