EX-10.1


 Exhibit 10.1 

Execution Version 

SUNESIS PHARMACEUTICALS, INC. 

CONTROLLED EQUITY OFFERINGSM 

AMENDMENT NO. 2 TO 

SALES AGREEMENT 

March 12, 2015 
 Cantor Fitzgerald &
Co. 
 499 Park Avenue 
 New York, NY 10022 

Ladies and Gentlemen: 
 Reference is made to the
Sales Agreement, dated August 11, 2011 as amended on April 10, 2013, including the Schedules thereto (the “Sales Agreement”), between Cantor Fitzgerald & Co. (“CF&Co”) and Sunesis
Pharmaceuticals, Inc., a Delaware corporation (the “Company”), pursuant to which the Company agreed to sell through CF&Co, as sales agent, shares of common stock, par value $0.0001 per share, of the Company. All capitalized
terms used in this Amendment No. 2 to Sales Agreement between CF&Co and the Company (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to such terms in the Sales Agreement.
CF&Co and the Company agree as follows: 
 A. Amendments to Sales Agreement. The Sales Agreement is amended as follows: 

1. The first sentence of Section 1 of the Sales Agreement is hereby deleted and replaced with the following: 

“The Company agrees that, from time to time after March 12, 2015 and during the term of this Agreement, on the terms and subject to
the conditions set forth herein, it may issue and sell through CF&Co, acting as agent and/or principal, shares (the “Placement Shares”) of common stock of the Company, par value $0.0001 per share (the “Common
Stock”), having an aggregate offering price of up to $30,000,000 and such amount of Placement Shares shall be available for offer and sale in addition to any offers and sales of Placement Shares registered under the Prospectus
Supplement filed by the Company on August 11, 2011, the Prospectus Supplement filed by the Company on April 10, 2013, and the Prospectus Supplement declared effective on April 30, 2013 pursuant to this Agreement, subject to any
limitations set forth in Section 6(e) hereof (“Maximum Amount”).” 
 2. The first sentence
of the second paragraph of Section 1 of the Sales Agreement is amended by deleting the parenthetical “(No. 333-166366)” and replacing it with “(File No. 333-195779).” 

3. (i) Section 11(d) of the Sales Agreement is hereby deleted in its entirety and Section 11(e) is relabeled as
Section 11(d); (ii) Newly labeled Section 11(d) of the Sales Agreement is hereby deleted and replaced in its entirety with the following: “This 






 
Agreement shall remain in full force and effect unless terminated pursuant to Sections 8(k),11(a), (b), or (c) above or otherwise by mutual agreement of the parties”;
(iii) Section 11(f) of the Sales Agreement is relabeled as Section 11(e); and (iv) Section 11(g) of the Sales Agreement is relabeled as Section 11(f). 

4. Schedule 1 is amended by adding the words “and March 12, 2015” after “April 10, 2013.” 

5. Schedule 2 is amended by adding under Cantor Fitzgerald & Co. after “Josh Feldman
(jfeldman@cantor.com)”: 
 “Sameer Vasudev (svasudev@cantor.com) 

With copies to: 

CFControlledEquityOffering@cantor.com” 

6. The first sentence of the Form of Representation Date Certificate attached as Exhibit 7(m) is amended to add “and
March 12, 2015” after “April 10, 2013.” 
 B. Prospectus Supplement. The Company shall file a Rule 424(b)
Prospectus Supplement reflecting this Amendment within 2 business days of the date hereof. 
 C. No Other Amendments. Except as set
forth in Part A above, all the terms and provisions of the Sales Agreement shall continue in full force and effect. 
 D.
Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the
other may be made by facsimile or email transmission. 
 E. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of New York without regard to the principles of conflicts of laws. 
 [Remainder of page
intentionally left blank.] 

  
 2 







 If the foregoing correctly sets forth the understanding between us, please so indicate in the
space provided below for that purpose. 
  

					
	Very truly yours,
	
	SUNESIS PHARMACEUTICALS, INC.
		
	By:  		 /s/ Eric H. Bjerkholt

			Name:		Eric H. Bjerkholt
			Title:		Executive Vice President, Corporate Development and Finance, and Chief
					Financial Officer
	
	ACCEPTED as of the date first above written:
	
	CANTOR FITZGERALD & CO.
		
	By:		 /s/ Jeffrey Lumby

			Name:		Jeffrey Lumby
			Title:		Senior Managing Director



  

SIGNATURE PAGE 

SUNESIS PHARMACEUTICALS, INC. – AMENDMENT NO. 2
TO SALES AGREEMENT