SUNESIS
      PHARMACEUTICALS, INC. 

    2005
      EQUITY INCENTIVE AWARD PLAN

     

    STOCK
      OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT

    


    (OUTSIDE
      DIRECTORS - ANNUAL GRANT)

    


    Sunesis
      Pharmaceuticals, Inc. (the “Company”),
      pursuant to the Sunesis Pharmaceuticals, Inc. 2005 Equity Incentive Award Plan
      (the “Plan”),
      hereby grants to the Optionee listed below (“Optionee”),
      an
      option to purchase the number of shares of the Company’s Stock set forth below
      (the “Option”).
      This
      Option is subject to all of the terms and conditions as set forth herein and
      in
      the Stock Option Agreement and the Plan, each of which are attached hereto
      and
      incorporated herein by reference. Capitalized terms not specifically defined
      herein shall have the meanings specified in the Plan.

     

    
      	
              Optionee:

            	 	 
	 	 	 
	
              Date
                of Stock Option Agreement:

            	 	 
	 	 	 
	
              Grant
                Date:

            	 	 
	 	 	 
	
              Vesting
                Commencement Date: 

            	 	 
	 	 	 
	
              Exercise
                Price per Share:

            	 	 
	 	 	 
	
              Total
                Number of Shares Granted:

            	 	
              10,000

            
	 	 	 
	
              Total
                Exercise Price:

            	 	 
	 	 	 
	
              Expiration
                Date:

            	 	 



     

     

    
      	Type of
              Option:	Non-Qualified Stock
              Option


      	 	 


      	Vesting
              Schedule:	
              1/12th
                of
                the shares subject to the Option shall vest monthly following the
                Grant
                Date on the same day of the month as the Grant Date, subject to Optionee
                continuing to be a member of the Company’s Board of Directors on such
                dates.

            


    

     

    By
      his or
      her signature and the Company’s signature below, Optionee agrees to be bound by
      the terms and conditions of the Plan and the Stock Option Agreement attached
      hereto. Optionee has reviewed the Stock Option Agreement and the Plan in their
      entirety, has had an opportunity to obtain the advice of counsel prior to
      executing this Option and fully understands all provisions of the Grant Notice,
      the Stock Option Agreement and the Plan. Optionee hereby agrees to accept as
      binding, conclusive and final all decisions or interpretations of the Committee
      upon any questions arising under the Plan or this Option. Optionee further
      agrees to notify the Company upon any change in the residence address indicated
      below.

     

    
      	
              SUNESIS
                PHARMACEUTICALS, INC. Optionee:

               

            	
              OPTIONEE:

            
	
              By:
                       
                

            	
              By:       
                

            
	
              Print
                Name: 

            	
              Print
                Name: 

            
	
              Title:
                 

            	 
	
              Address:   395
                Oyster Point Blvd., Suite 400

              South
                San Francisco, CA 94080

            	
              Address: 

            
	
              Date:

            	
              Date:

            


    

     

    
      
         

      

      
        GRANT
          NOTICE PAGE 1

        
          

        

      

      
         

      

    

     

    SUNESIS
      PHARMACEUTICALS, INC.

    2005
      EQUITY INCENTIVE AWARD PLAN

     

    STOCK
      OPTION AGREEMENT

    (OUTSIDE
      DIRECTORS - ANNUAL GRANT)

     

    Pursuant
      to the Stock Option Grant Notice (“Grant
      Notice”)
      to
      which this Stock Option Agreement (this “Agreement”)
      is
      attached, Sunesis Pharmaceuticals, Inc. (the “Company”)
      has
      granted to the Optionee set forth in the Grant Notice (the “Optionee”)
      an
      option under the Sunesis Pharmaceuticals, Inc. 2005 Equity Incentive Award
      Plan
      (the “Plan”)
      to
      purchase the number of shares of Stock indicated in the Grant Notice at the
      exercise price indicated in the Grant Notice (the “Option”).
      The
      Option is subject to all of the terms and conditions set forth herein and in
      the
      Grant Notice and the Plan. 

     

    ARTICLE
      I

    DEFINITIONS;
      INCORPORATION OF TERMS

     

    1.1 Definitions.
      Capitalized terms not specifically defined herein shall have the meanings
      specified in the Plan.

     

    1.2 Incorporation
      of Terms of Plan.
      The
      Option is subject to the terms and conditions of the Plan which are incorporated
      herein by reference.

     

    ARTICLE
      II

    GRANT
      OF OPTION

     

    2.1 Grant
      of Option.
      In
      consideration of the Optionee’s agreement to remain a member of the Board of
      Directors of the Company and for other good and valuable consideration,
      effective as of the Grant Date set forth in the Grant Notice (the “Grant
      Date”),
      the
      Company irrevocably grants to the Optionee the Option to purchase any part
      or
      all of an aggregate of the number of shares of Stock set forth in the Grant
      Notice, upon the terms and conditions set forth in this Agreement. The Option
      is
      a Non-Qualified Stock Option.

     

    2.2 Purchase
      Price.
      The
      exercise price per share of the Stock subject to the Option shall be as set
      forth in the Grant Notice, without commission or other charge; provided,
      however,
      that in
      no event shall such exercise price be less 100% of the Fair Market Value of
      a
      share of Stock on the Grant Date or than the par value of a share of Stock,
      unless otherwise permitted by applicable law.

     

    2.3 Consideration
      to the Company.
      In
      consideration of the granting of the Option by the Company, the Optionee agrees
      to render faithful and efficient service to the Company as a member of the
      Board
      of Directors. Nothing in the Plan or this Agreement shall confer upon the
      Optionee any right to continue as a member of the Board of Directors of the
      Company.

    
       

      
        
           

        

        
          STOCK
            OPTION AGREEMENT PAGE 1

          
            

          

        

        
           

        

      

       

    

    ARTICLE
      III

    PERIOD
      OF EXERCISABILITY

     

    3.1 Commencement
      of Exercisability.

     

    (a) Subject
      to Sections 3.3 and 5.8, the Option shall become exercisable upon becoming
      vested in such amounts and at such times as are set forth in the Grant
      Notice.

     

    (b) No
      portion of the Option which has not become vested and exercisable at Termination
      of Service (as defined in Section 3.3 below) shall thereafter become
      exercisable, except as may be otherwise provided by the Board of Directors
      of
      the Company or as set forth in a written agreement between the Company and
      the
      Optionee.

     

    3.2 Duration
      of Exercisability.
      The
      installments provided for in Section 3.1(a) are cumulative. Each such
      installment which becomes vested and exercisable pursuant to Section 3.1
      shall remain exercisable until it becomes unexercisable under
      Section 3.3.

     

    3.3 Expiration
      of Option.
      The
      Option may not be exercised to any extent by anyone after the first to occur
      of
      the following events:

     

    (a) The
      expiration of ten years from the Grant Date; or

     

    (b) The
      expiration of twelve months following the date of the Optionee’s cessation of
      membership on the Board of Directors of the Company for any reason
      (“Termination
      of Service”). 

     

    ARTICLE
      IV

    EXERCISE
      OF OPTION

     

    4.1 Person
      Eligible to Exercise.
      Except
      as provided in Sections 5.2(b) and 5.2(c), during the lifetime of the Optionee,
      only the Optionee may exercise the Option or any portion thereof. 

     

    4.2 Partial
      Exercise.
      Any
      vested and exercisable portion of the Option or the entire Option, if then
      wholly vested and exercisable, may be exercised in whole or in part at any
      time
      prior to the time when the Option or portion thereof becomes unexercisable
      under
      Section 3.3.

     

    4.3 Manner
      of Exercise.
      The
      Option, or any exercisable portion thereof, may be exercised solely by delivery
      to the Secretary of the Company or the Secretary’s office of all of the
      following prior to the time when the Option or such portion thereof becomes
      unexercisable under Section 3.3:

     

    (a) An
      Exercise Notice in writing signed by the Optionee or the other person then
      entitled to exercise the Option or portion thereof, stating that the Option
      or
      portion thereof is thereby exercised, such notice complying with all applicable
      rules established by the Committee. Such notice shall be substantially in the
      form attached as Exhibit
      A
      (or such
      other form as is prescribed by the Committee); and

     

    (b)  
(i) Full
      payment (in cash or by check) for the shares with respect to which the Option
      or
      portion thereof is exercised, to the extent permitted under applicable laws;
      or

     

    (ii) To
      the
      extent permitted under applicable laws, through the delivery of a notice that
      the Optionee has placed a market sell order with a broker with respect to shares
      of Stock then issuable upon exercise of the Option, and that the broker has
      been
      directed to pay a sufficient portion of the net proceeds of the sale to the
      Company in satisfaction of the Option exercise price, provided,
      that
      payment of such proceeds is made to the Company upon settlement of such sale;
      or


    
      
         

        
          
             

          

          
            STOCK
              OPTION AGREEMENT PAGE 2

            
              

            

          

          
             

          

        

         

      

    

    (iii) With
      the
      consent of the Committee, any combination of the consideration provided in
      the
      foregoing subparagraphs (i) and (ii); and

     

    (c) A
      bona
      fide written representation and agreement, in such form as is prescribed by
      the
      Committee, signed by the Optionee or other person then entitled to exercise
      such
      Option or portion thereof, stating that the shares of Stock are being acquired
      for the Optionee’s own account, for investment and without any present intention
      of distributing or reselling said shares or any of them except as may be
      permitted under the Securities Act of 1933, as amended (the “Securities
      Act”),
      and
      then applicable rules and regulations thereunder, and that the Optionee or
      other
      person then entitled to exercise such Option or portion thereof will indemnify
      the Company against and hold it free and harmless from any loss, damage, expense
      or liability resulting to the Company if any sale or distribution of the shares
      by such person is contrary to the representation and agreement referred to
      above.  The Committee may, in its absolute discretion, take whatever
      additional actions it deems appropriate to ensure the observance and performance
      of such representation and agreement and to effect compliance with the
      Securities Act and any other federal or state securities laws or regulations.
      Without limiting the generality of the foregoing, the Committee may require
      an
      opinion of counsel acceptable to it to the effect that any subsequent transfer
      of shares acquired on an Option exercise does not violate the Securities Act
      and
      may issue stop-transfer orders covering such shares. Share certificates
      evidencing Stock issued on exercise of the Option shall bear an appropriate
      legend referring to the provisions of this subsection (c) and the
      agreements herein. The written representation and agreement referred to in
      the
      first sentence of this subsection (c) shall, however, not be required if
      the shares to be issued pursuant to such exercise have been registered under
      the
      Securities Act, and such registration is then effective in respect of such
      shares; and

     

    (d) Full
      payment to the Company of all amounts which, under federal, state, local or
      foreign tax law, it is required to withhold upon exercise of the Option. With
      the consent of the Committee, shares of Stock issuable to the Optionee upon
      exercise of the Option, having a Fair Market Value at the date of Option
      exercise equal to the statutory minimum sums required to be withheld, may be
      used to make all or part of such payment; and

    


    (e) In
      the
      event the Option or portion thereof shall be exercised pursuant to
      Section 4.1 by any person or persons other than the Optionee, appropriate
      proof of the right of such person or persons to exercise the
      Option.

     

    4.4 Conditions
      to Issuance of Stock Certificates.
      The
      shares of Stock deliverable upon the exercise of the Option, or any portion
      thereof, shall be fully paid and nonassessable. The Company shall not be
      required to issue or deliver any certificate or certificates for shares of
      Stock
      purchased upon the exercise of the Option or portion thereof prior to
      fulfillment of all of the following conditions:

     

    (a) The
      admission of such shares to listing on all stock exchanges on which such Stock
      is then listed; and

     

    (b) The
      completion of any registration or other qualification of such shares under
      any
      state or federal law or under rulings or regulations of the Securities and
      Exchange Commission or of any other governmental regulatory body, which the
      Committee shall, in its absolute discretion, deem necessary or advisable;
      and

    
      
         

        
          
             

          

          
            STOCK
              OPTION AGREEMENT PAGE 3

            
              

            

          

          
             

          

        

         

      

    

    (c) The
      obtaining of any approval or other clearance from any state or federal
      governmental agency which the Committee shall, in its absolute discretion,
      determine to be necessary or advisable; and

     

    (d) The
      receipt by the Company of full payment for such shares, including payment of
      all
      amounts which, under federal, state or local tax law, the Company is required
      to
      withhold upon exercise of the Option; and

     

    (e) The
      lapse
      of such reasonable period of time following the exercise of the Option as the
      Committee may from time to time establish for reasons of administrative
      convenience.

     

    4.5 Rights
      as Stockholder.
      The
      holder of the Option shall not be, nor have any of the rights or privileges
      of,
      a stockholder of the Company in respect of any shares purchasable upon the
      exercise of any part of the Option unless and until such shares of Stock have
      been issued (as evidenced by the appropriate entry on the books of the Company
      or of a duly authorized transfer agent of the Company).

     

    ARTICLE
      V

    OTHER
      PROVISIONS

     

    5.1 Administration.
      The
      Committee shall have the power to interpret the Plan and this Agreement and
      to
      adopt such rules for the administration, interpretation and application of
      the
      Plan as are consistent therewith and to interpret, amend or revoke any such
      rules. All actions taken and all interpretations and determinations made by
      the
      Committee in good faith shall be final and binding upon the Optionee, the
      Company and all other interested persons. No member of the Committee shall
      be
      personally liable for any action, determination or interpretation made in good
      faith with respect to the Plan, this Agreement or the Option. In its absolute
      discretion, the Board may at any time and from time to time exercise any and
      all
      rights and duties of the Committee under the Plan and this
      Agreement.

     

    5.2 Option
      Not Transferable.

     

    (a) Subject
      to Section 5.2(b), the Option may not be sold, pledged, assigned or transferred
      in any manner other than by will or the laws of descent and distribution unless
      and until the Option has been exercised, or the shares underlying such Option
      have been issued, and all restrictions applicable to such shares have lapsed.
      Neither the Option nor any interest or right therein shall be liable for the
      debts, contracts or engagements of the Optionee or his or her successors in
      interest or shall be subject to disposition by transfer, alienation,
      anticipation, pledge, encumbrance, assignment or any other means whether such
      disposition be voluntary or involuntary or by operation of law by judgment,
      levy, attachment, garnishment or any other legal or equitable proceedings
      (including bankruptcy), and any attempted disposition thereof shall be null
      and
      void and of no effect, except to the extent that such disposition is permitted
      by the preceding sentence.

     

    (b) Notwithstanding
      any other provision in this Agreement, with the consent of the Committee the
      Option may be transferred to, exercised by and paid to certain persons or
      entities related to the Optionee, including but not limited to members of the
      Optionee’s family, charitable institutes or trusts or other entities whose
      beneficiaries or beneficial owners are members of the Optionee’s family or to
      such other persons or entities as may be expressly approved by the Committee
      (each a “Permitted
      Transferee”),
      pursuant to such conditions and procedures as the Committee may
      require.

     

    (c) Unless
      transferred to a Permitted Transferee in accordance with Section 5.2(b), during
      the lifetime of the Optionee, only the Optionee may exercise the Option or
      any
      portion thereof. Subject to such conditions and procedures as the Committee
      may
      require, a Permitted Transferee may exercise the Option or any portion thereof
      in accordance with this Agreement. After the death of the Optionee, any
      exercisable portion of the Option may, prior to the time when the Option becomes
      unexercisable under Section 3.3, be exercised by the Permitted Transferee
      or the Optionee’s beneficiary designated in accordance with Section 10.4 of the
      Plan, as applicable. If no beneficiary has been designated or survives the
      Optionee, the Option may be exercised by the person entitled to such exercise
      pursuant to the Optionee’s will or the laws of descent and
      distribution.

    
      
         

        
          
             

          

          
            STOCK
              OPTION AGREEMENT PAGE 4

            
              

            

          

          
             

          

        

         

      

    

    5.3 Restrictive
      Legends and Stop-Transfer Orders.

     

    (a) The
      share
      certificate or certificates evidencing the shares of Stock purchased hereunder
      shall be endorsed with any legends that may be required by state or federal
      securities laws.

     

    (b) The
      Optionee agrees that, in order to ensure compliance with the restrictions
      referred to herein, the Company may issue appropriate “stop transfer”
instructions to its transfer agent, if any, and that, if the Company transfers
      its own securities, it may make appropriate notations to the same effect in
      its
      own records.

     

    (c) The
      Company shall not be required: (i) to transfer on its books any shares of Stock
      that have been sold or otherwise transferred in violation of any of the
      provisions of this Agreement, or (ii) to treat as owner of such shares of Stock
      or to accord the right to vote or pay dividends to any purchaser or other
      transferee to whom such shares shall have been so transferred.

     

    5.4 Shares
      to Be Reserved.
      The
      Company shall at all times during the term of the Option reserve and keep
      available such number of shares of Stock as will be sufficient to satisfy the
      requirements of this Agreement.

     

    5.5 Notices.
      Any
      notice to be given under the terms of this Agreement to the Company shall be
      addressed to the Company in care of the Secretary, and any notice to be given
      to
      the Optionee shall be addressed to the Optionee at the address given beneath
      the
      Optionee’s signature on the Grant Notice. By a notice given pursuant to this
      Section 5.5, either party may hereafter designate a different address for
      notices to be given to that party. Any notice which is required to be given
      to
      the Optionee shall, if the Optionee is then deceased, be given to the Optionee’s
      designated beneficiary if any, or the person otherwise entitled to exercise
      his
      or her Option pursuant to Section 4.1 by written notice under this
      Section 5.5.  Any notice shall be deemed duly given when sent via
      email or enclosed in a properly sealed envelope or wrapper addressed as
      aforesaid and deposited (with postage prepaid) in a post office or branch post
      office regularly maintained by the United States Postal Service.

     

    5.6 Titles.
      Titles
      are provided herein for convenience only and are not to serve as a basis for
      interpretation or construction of this Agreement.

     

    5.7 Construction.
      This
      Agreement shall be administered, interpreted and enforced under the laws of
      the
      State of Delaware without regard to conflicts of laws thereof.

     

    5.8 Conformity
      to Securities Laws.
      The
      Optionee acknowledges that the Plan is intended to conform to the extent
      necessary with all provisions of the Securities Act and the Exchange Act and
      any
      and all regulations and rules promulgated by the Securities and Exchange
      Commission thereunder, and all applicable foreign and state securities laws
      and
      regulations. Notwithstanding anything herein to the contrary, the Plan shall
      be
      administered, and the Option is granted and may be exercised, only in such
      a
      manner as to conform to such laws, rules and regulations. To the extent
      permitted by applicable law, the Plan and this Agreement shall be deemed amended
      to the extent necessary to conform to such laws, rules and
      regulations.

    
      
         

      

    

    5.9 Amendments.
      This
      Agreement may not be modified, amended or terminated except by an instrument
      in
      writing, signed by the Optionee or such other person as may be permitted to
      exercise the Option pursuant to Section 4.1 and by a duly authorized
      representative of the Company.

    
       

      
        
           

        

        
          STOCK
            OPTION AGREEMENT PAGE 5

          
            

          

        

        
           

        

      

    


    EXHIBIT
      A

     

    TO
      GRANT NOTICE AND STOCK OPTION AGREEMENT

     

    FORM
      OF EXERCISE NOTICE

     

    


    Effective
      as of today, ___________, _____, the undersigned (“Optionee”)
      hereby
      elects to exercise Optionee’s option to purchase _________ shares of common
      stock (the “Shares”)
      of
      Sunesis Pharmaceuticals, Inc. (the “Company”)
      under
      and pursuant to the Sunesis Pharmaceuticals, Inc. 2005 Equity Incentive
      Award
      Plan
      (the
“Plan”)
      and
      the Grant Notice and Stock Option Agreement dated _____________, _____ (the
      “Option
      Agreement”).
      Capitalized terms used herein without definition shall have the meanings given
      in the Option Agreement.

     

    
      	
              Grant
                Date:

            	 	_________________________
	 	 	 
	
              Number
                of Shares as to which Option is Exercised:

            	 	_________________________
	 	 	 
	
              Exercise
                Price per Share:

            	 	
              $____________

            
	 	 	 
	
              Total
                Exercise Price:

            	 	
              $____________

            
	 	 	 
	
              Certificate
                to be issued in name of:

            	 	_________________________
	 	 	 
	
              Cash
                Payment delivered herewith: 

            	 	
              $____________
                (Representing the full Exercise Price for the
                Shares)

            


    

     

    Type
      of Option: Non-Qualified
      Stock Option

    


    1. Representations
      of Optionee.
      Optionee acknowledges that Optionee has received, read and understood the Plan
      and the Option Agreement. Optionee agrees to abide by and be bound by their
      terms and conditions. 

     

    2. Rights
      as Stockholder.
      Until
      the stock certificate evidencing such Shares is issued (as evidenced by the
      appropriate entry on the books of the Company or of a duly authorized transfer
      agent of the Company), no right to vote or receive dividends or any other rights
      as a stockholder shall exist with respect to Shares subject to the Option,
      notwithstanding the exercise of the Option. The Company shall issue (or cause
      to
      be issued) such stock certificate promptly after the Option is exercised. No
      adjustment will be made for a dividend or other right for which the record
      date
      is prior to the date the stock certificate is issued, except as provided in
      Article 11 of the Plan. 

     

    3. Tax
      Consultation.
      Optionee understands that Optionee may suffer adverse tax consequences as a
      result of Optionee’s purchase or disposition of the Shares. Optionee represents
      that Optionee has consulted with any tax consultants Optionee deems advisable
      in
      connection with the purchase or disposition of the Shares and that Optionee
      is
      not relying on the Company for any tax advice.

     

    4. Successors
      and Assigns.
      The
      Company may assign any of its rights under this Agreement to single or multiple
      assignees, and this Agreement shall inure to the benefit of the successors
      and
      assigns of the Company. Subject to the restrictions on transfer herein set
      forth, this Agreement shall be binding upon Optionee and his or her heirs,
      executors, administrators, successors and assigns.

    
       

      
        
           

        

        
          EXERCISE NOTICE
            PAGE 1

          
            

          

        

        
           

        

         

      

    

    5. Interpretation.
      Any
      dispute regarding the interpretation of this Agreement shall be submitted by
      Optionee or by the Company forthwith to the Committee, which shall review such
      dispute at its next regular meeting. The resolution of such a dispute by the
      Committee shall be final and binding on the Company and on
      Optionee.

     

    6. Governing
      Law; Severability.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware excluding that body of law pertaining to conflicts of law.
      Should any provision of this Agreement be determined by a court of law to be
      illegal or unenforceable, the other provisions shall nevertheless remain
      effective and shall remain enforceable.

     

    7. Notices.
      Any
      notice required or permitted hereunder shall be given in accordance with the
      provisions set forth in Section 5.5 of the Option Agreement.

     

    8. Further
      Instruments.
      The
      parties agree to execute such further instruments and to take such further
      action as may be reasonably necessary to carry out the purposes and intent
      of
      this Agreement.

     

    9. Entire
      Agreement.
      The
      Plan and Option Agreement are incorporated herein by reference. This Agreement,
      the Plan and the Option Agreement constitute the entire agreement of the parties
      and supersede in their entirety all prior undertakings and agreements of the
      Company and Optionee with respect to the subject matter hereof.

     

    


    
      	
              ACCEPTED
                BY:

            	
              SUBMITTED
                BY:

            
	 	 
	
              SUNESIS
                PHARMACEUTICALS, INC.

            	
              OPTIONEE

            
	 	 
	
              By:
                _____________________________________________

            	 
	
              Name:
                ___________________________________________

            	
              Optionee

            
	
              Its:
                _____________________________________________

            	 
	 	 
	 	
              Address:

            
	 	 
	 	 
	 	 
	 	 


    

    


    
       

      
        
           

        

        
          EXERCISE NOTICE
            PAGE 2