Form of Warrant



 Exhibit 10.8 
 [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 
 Exhibit A 

Form of Warrant 
 THIS
WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES,
SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION. 
 WARRANT TO PURCHASE STOCK

  

			
	Company:	 	SUNESIS PHARMACEUTICALS, INC., a Delaware corporation
(the “Company”)
	Number of Shares:	 	[              
      ], subject to adjustment in accordance with Article 2 below
	Class of Stock:	 	Common Stock of the Company, par value $0.0001 per share (the “Common
Stock”)
	Warrant Price:	 	$[            ] per
share
	Issue Date:	 	March 29, 2012
	Expiration Date:	 	The 5th anniversary after the Closing following an Expansion of Enrollment Triggering
Event (each as defined in the Participation Agreement)
	Revenue Participation Agreement:	 	This Warrant is issued in connection with the Revenue Participation Agreement, dated as
of March 29, 2012, by and between the Company and RPI Finance Trust (as amended from time to time, the “Participation Agreement”).

 THIS WARRANT CERTIFIES THAT, for good and valuable consideration, including, without limitation, the
mutual promises contained in the Participation Agreement, RPI Finance Trust (“Royalty Pharma,” together with any registered holder from time to time of this Warrant or any holder of the shares issuable or issued upon exercise of this
Warrant, “Holder”) is entitled to purchase the number of fully paid and nonassessable shares of Common Stock (the “Shares”) at the Warrant Price, all as set forth above and as adjusted pursuant to Article 2 of this Warrant,
subject to the provisions and upon the terms and conditions set forth in this Warrant. 
 ARTICLE 1. EXERCISE. 

  
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 [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
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 1.1 Method of Exercise. Holder may exercise this Warrant in whole or in part by
delivering a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Article 1.2, Holder shall also deliver to the
Company a check, wire transfer (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased. 

1.2 Conversion Right. In lieu of exercising this Warrant as specified in Article 1.1, Holder may from time to time convert this
Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares
by (b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Article 1.3. 
 1.3 Fair Market Value. The fair market value of each Share shall be the closing price of a share of Common Stock reported on the NASDAQ Capital Market for the business day immediately before Holder
delivers its Notice of Exercise to the Company. 
 1.4 Delivery of Certificate and New Warrant. Promptly after Holder
exercises or converts this Warrant and, if applicable, the Company receives payment of the aggregate Warrant Price, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or
converted and has not expired, a new Warrant exercisable for the number of shares of Common Stock remaining available for purchase under this Warrant. 
 1.5 Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or
destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation on surrender and cancellation of this Warrant, the Company shall execute and deliver, in lieu of this Warrant,
a new warrant of like tenor. 
 1.6 Treatment of Warrant Upon Acquisition of Company. 

1.6.1 “Acquisition”. For the purpose of this Warrant, “Acquisition” means any sale, license, or other
disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, or merger of the Company where the holders of the Company’s securities immediately before the transaction beneficially own less than 50%
of the outstanding voting securities of the surviving entity immediately after the transaction. 
 1.6.2 Treatment of
Warrant at Acquisition. 
 A) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is not an
asset sale and in which the consideration is cash, Marketable Securities (as defined below), or a combination thereof, either (a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed
effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this 

  
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 [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
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Warrant will expire upon the consummation of such Acquisition. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable
information as the Holder may request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than [ * ] days prior to the closing of the proposed Acquisition. 

B) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is an “arms length” sale of all or
substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate (as defined below) of the Company (a “True Asset Sale”), either (a) Holder shall exercise its conversion or purchase right
under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this Warrant will continue until the Expiration Date if the Company
continues as a going concern following the closing of any such True Asset Sale. The Company shall provide Holder with written notice of its request relating to the foregoing (together with such reasonable information as Holder may request in
connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than [ * ] days prior to the closing of the proposed Acquisition. 
 C) Upon the closing of any Acquisition other than those particularly described in subsections (A) and (B) above, the successor entity shall assume this Warrant, and shall succeed to, and be
substituted for (so that from and after the date of such Acquisition, the provisions of this Warrant referring to the “Company” shall refer instead to the successor entity), and may exercise every right and power of the Company and shall
assume all of the obligations of the Company under this Warrant with the same effect as if such successor entity had been named as the Company herein. Upon the closing of the Acquisition, this Warrant shall be exercisable for, in lieu of the Shares,
the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date of such Acquisition and subsequent closing. The
Warrant Price and/or number and type of securities subject to this Warrant following such Acquisition shall be adjusted accordingly (as determined in good faith by the Board of Directors of the Company). 

As used herein (x) “Affiliate” shall mean any person or entity that owns or controls directly or indirectly ten (10) percent or more
of the Common Stock, any person or entity that controls or is controlled by or is under common control with such persons or entities, and each of such person’s or entity’s officers, directors, joint venturers or partners, as applicable;
and (y) “Marketable Securities” shall mean securities meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and is then current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the
issuer that would be received by Holder in connection with the Acquisition were Holder to exercise or convert this Warrant on or prior to the closing thereof is then traded on a national securities exchange or over-the-counter market;
(iii) Holder would not be restricted by contract or by applicable federal or state securities laws from publicly re-selling, within six (6) months following the closing of such Acquisition, all of the issuer’s shares and/or other
securities that would be received by Holder in such Acquisition 

  
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 [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
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were Holder to convert this Warrant pursuant to Section 1.2 above in full on or prior to the closing of such Acquisition; and (iv) the issuer has a market capitalization, as of the date
immediately prior to and on the closing of such Acquisition of at least $200,000,000. 
 ARTICLE 2. ADJUSTMENTS TO THE SHARES.

 2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on its Common Stock payable in shares of
Common Stock, or other securities of the Company, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder
owned the Shares of record as of the date the dividend occurred. If the Company subdivides the shares of Common Stock by reclassification or otherwise into a greater number of shares, the number of Shares purchasable hereunder shall be
proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares of Common Stock are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be
proportionately increased and the number of Shares shall be proportionately decreased. Any adjustment made pursuant to the first sentence of this paragraph shall become effective immediately after the record date for the determination of
stockholders entitled to receive such dividend, and any adjustment pursuant to the second and third sentences of this paragraph shall become effective immediately after the effective date of such subdivision or combination. 

2.2 Reclassification, Exchange, Combinations or Substitution. Upon any changes in the Common Stock by reason of
recapitalizations, reclassifications, exchanges, substitutions, combinations, reorganizations, liquidations or similar transactions, or other event that results in a change of the number and/or class of the securities issuable upon exercise or
conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised
immediately before such event. The Company or its successor shall promptly issue to Holder an amendment to this Warrant setting forth the number and kind of such new securities or other property issuable upon exercise or conversion of this Warrant
as a result of such reclassification, exchange, substitution or other event that results in a change of the number and/or class of securities issuable upon exercise or conversion of this Warrant. The amendment to this Warrant shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon
exercise of the new Warrant. The provisions of this Article 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events. 
 2.3 Intentionally Omitted. 
 2.4 No Impairment. The Company shall
not, by amendment of its Certificate of Incorporation or through a reorganization, transfer of assets, consolidation, merger, dissolution, issuance, or sale of its securities or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of 

  
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 [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
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this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment. 

2.5 Fractional Shares. No fractional Shares shall be issuable upon exercise or conversion of this Warrant and the number of
Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional share interest by paying Holder the amount
computed by multiplying the fractional interest by the fair market value of a full Share. 
 2.6 Certificate as to
Adjustments. Upon each adjustment of the Warrant Price, the Company shall promptly notify Holder in writing, and, at the Company’s expense, promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial
Officer setting forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price in effect upon the date thereof and the series of
adjustments leading to such Warrant Price. 
 ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY. 

3.1 Representations and Warranties. The Company represents and warrants and covenants to Holder as follows: All Shares which may
be issued upon the exercise of the purchase right represented by this Warrant, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer
provided for herein or under applicable federal and state securities laws. 
 3.2 Notice of Certain Events. If the
Company proposes at any time (a) to declare any dividend or distribution upon any of its stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to effect any reclassification or
recapitalization of any of its stock; or (c) to merge or consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up, then, in connection with
each such event, the Company shall give Holder: (1) at least [ * ] days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of
Common Stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (a) above; (2) in the case of the matters referred to in (b) and (c) above at least [ * ] days prior
written notice of the date when the same will take place (and specifying the date on which the holders of common stock will be entitled to exchange their common stock for securities or other property deliverable upon the occurrence of such event).
Notwithstanding the foregoing, the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice. Company will also provide information requested by Holder
reasonably necessary to enable the Holder to comply with the Holder’s accounting or reporting requirements. 
 3.3
Reserved. 
 3.4 No Shareholder Rights. Except as provided in this Warrant, the Holder will not have any rights
as a shareholder of the Company until the exercise of this Warrant. 

  
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 ARTICLE 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER. The Holder represents and warrants to the
Company as follows: 
 4.1 Purchase for Own Account. This Warrant and the securities to be acquired upon exercise of
this Warrant by the Holder will be acquired for investment for the Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Securities Act of 1933, as amended (the
“Act”). Holder also represents that the Holder has not been formed for the specific purpose of acquiring this Warrant or the Shares. 
 4.2 Disclosure of Information. The Holder has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to
the acquisition of this Warrant and its underlying securities. The Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying
securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to the Holder or to which the Holder has
access. 
 4.3 Investment Experience. The Holder understands that the purchase of this Warrant and its underlying
securities involves substantial risk. The Holder has experience as an investor in securities of companies in the development stage and acknowledges that the Holder can bear the economic risk of such Holder’s investment in this Warrant and its
underlying securities and has such knowledge and experience in financial or business matters that the Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting
personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables the Holder to be aware of the character, business acumen and financial circumstances of such
persons. 
 4.4 Accredited Investor Status. The Holder is an “accredited investor” within the meaning of
Regulation D promulgated under the Act. 
 4.5 The Act. The Holder understands that this Warrant and the Shares issuable
upon exercise or conversion hereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed
herein. The Holder understands that this Warrant and the Shares issued upon any exercise or conversion hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless
exemption from such registration and qualification are otherwise available. 
 ARTICLE 5. MISCELLANEOUS. 

5.1 Term. This Warrant is exercisable in whole or in part at any time and from time to time on or before the Expiration Date.

 5.2 Legends. This Warrant and the Shares shall be imprinted with a legend in substantially the following form:


  
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 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM
REGISTRATION. 
 5.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of
this Warrant may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation
letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to any “affiliate” (as such term is
defined in Regulation D promulgated under the Act) of Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act. Additionally, the Company shall also not require an opinion
of counsel if there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it
has complied with Rule 144(f), and the Company is provided with a copy of Holder’s notice of proposed sale. 
 5.4
Transfer Procedure. After receipt by Holder of the executed Warrant, Royalty Pharma may transfer all or part of this Warrant to one or more of Royalty Pharma’s affiliates (each, a “Royalty Pharma Affiliate”) by execution of an
Assignment substantially in the form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing the Company with written notice, Royalty Pharma, any such Royalty Pharma Affiliate and any subsequent Holder may transfer all or part of
this Warrant or the Shares issuable upon exercise of this Warrant to any transferee, provided, however, in connection with any such transfer, the Royalty Pharma Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the
Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable). 

5.5 Notices. All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and
effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may (or on the first business day after transmission by
facsimile) be, in writing by the Company or such Holder from time to time. Effective upon receipt of the fully executed Warrant and the initial transfer described in Article 5.4 above, all notices to the Holder shall be addressed as follows until
the Company receives notice of a change of address in connection with a transfer or otherwise: 

  
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 RPI Finance Trust 

c/o Wilmington Trust Company 
 Rodney Square North 
 1100 North Market Street 

Wilmington, Delaware 19890-0001 
 Attention: Corporate Trust Administration 
 Facsimile: (302) 636-4140

 with a copy to: 
 RP Management, LLC 
 110 E. 59th Street, Suite 3300 

New York, New York 10022 
 Attention: Pablo Legorreta 
 Facsimile: (212) 883-2260 

with another copy to: 
 Goodwin | Procter LLP 
 Exchange Place 

53 State Street 

Boston, Massachusetts 02109 
 Attention: Arthur R. McGivern 
 Facsimile: (617) 523-1231 

Notice to the Company shall be addressed as follows until the Holder receives notice of a change in address: 

Sunesis Pharmaceuticals, Inc. 
 395 Oyster Point Boulevard, Suite 400 
 South San Francisco, California 94080

 Attn: Chief Financial Officer 
 Telephone: (650) 266-3717 
 Facsimile: (650) 266-3505 

5.6 Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated (either generally or in a
particular instance and either retroactively or prospectively) only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 

5.7 Attorneys’ Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant,
the party prevailing in such dispute shall be entitled to 

  
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collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees. 
 5.8 Automatic Conversion upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in
accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be converted pursuant to Section 1.2 above as to all Shares (or such
other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly deliver a certificate representing the Shares (or such other securities) issued upon such conversion to the Holder. 

5.9 Trustee Capacity of Wilmington Trust Company. Notwithstanding anything contained herein to the contrary, it is expressly
understood and agreed by the parties hereto that (i) this Warrant is executed and delivered by Wilmington Trust Company, not individually or personally but solely in its trustee capacity, in the exercise of the powers and authority conferred
and vested in it under the Amended and Restated Trust Agreement dated as of August 9, 2011, among State Street Custodial Services (Ireland) Limited, as Trustee of Royalty Pharma Select, and Wilmington Trust Company, as owner trustee of Royalty
Pharma, (ii) each of the representations, undertakings and agreements herein made on the part of Royalty Pharma is made and intended not as a personal representation, undertaking and agreement by Wilmington Trust Company but is made and
intended for the purpose of binding only Royalty Pharma and (iii) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of Royalty Pharma or be liable for the breach or
failure of any obligation, representation, warranty or covenant made or undertaken by Royalty Pharma under this Warrant or any related documents. 
 5.10 Counterparts. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. 

5.11 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California,
without giving effect to its principles regarding conflicts of law. 
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		 	COMPANY:
		
		 	SUNESIS PHARMACEUTICALS, INC.
			
		 	By:	 	  

		 		 	Name: Daniel N. Swisher, Jr.
		 		 	Title: President and Chief Executive Officer
			
		 	By:	 	  

			
		 		 	Name: Eric H. Bjerkholt
		 		 	Title: Senior Vice President, Corporate Development and Finance, Chief Financial Officer and Corporate Secretary
		
		 	HOLDER:
		
		 	RPI FINANCE TRUST
			
		 	By:	 	Wilmington Trust Company, not in its individual capacity but solely in its capacity as owner trustee
			
		 	By:	 	  

		 		 	Name:
		 		 	Title:


  
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 APPENDIX 1 

NOTICE OF EXERCISE  
 Holder elects to purchase          shares of the common stock of SUNESIS PHARMACEUTICALS, INC., par value $0.0001 per share (the “Common Stock”), pursuant
to the terms of the attached Warrant, and tenders payment of the purchase price of the shares in full. 
 [or]

 Holder elects to convert the attached Warrant into shares of Common Stock in the manner specified in the
Warrant. This conversion is exercised for          of the Shares covered by the Warrant. 
 [Strike paragraph that does not apply.] 
 Please issue a
certificate or certificates representing the shares of Common Stock in the name specified below: 
  

					
		 	  
	 	
		 	Holders Name	 	
			
		 	  
	 	
			
		 	  
	 	
			
		 	(Address)	 	

 By its execution below and for the benefit of the Company, Holder hereby restates each
of the representations and warranties in Article 4 of the Warrant as the date hereof. 
  

			
	HOLDER:
		
	 By:
	 	  

		
	 Name:
	 	  

		
	 Title:
	 	  

		
	 (Date):
	 	  




  
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 APPENDIX 2 

ASSIGNMENT  
 For value received, RPI Finance Trust hereby sells, assigns and transfers unto 
  

							
		 	[Name:	  	[ROYALTY PHARMA TRANSFEREE]	 	
		 	Address:	  	  
	 	
				
		 	Tax ID:	  	  
	 	]

 that certain Warrant to Purchase Stock issued by SUNESIS PHARMACEUTICALS, INC. (the “Company”),
on March 29, 2012 (the “Warrant”) together with all rights, title and interest therein. 
  

			
	RPI FINANCE TRUST
	
	Wilmington Trust Company, not in its individual capacity but solely in its capacity as owner trustee
		
	By:	 	  

	Name:	 	
	Title:	 	
	Date:	 	


 By its execution below, and for the benefit of the Company, [ROYALTY PHARMA TRANSFEREE] makes each of the
representations and warranties set forth in Article 4 of the Warrant and agrees to all other provisions of the Warrant as of the date hereof. 
  

			
	 [ROYALTY PHARMA

TRANSFEREE]

		
	By:	 	  

	Name:	 	
	Title:	 	



  
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