Fourth Agreement Regarding Private Placement of Securities



 Exhibit 10.1 
 FOURTH AGREEMENT REGARDING PRIVATE PLACEMENT OF SECURITIES 
 OF 
 SUNESIS PHARMACEUTICALS, INC. 
 THIS AGREEMENT (the “Agreement”) is made and entered into
as of this 29th day of March, 2010, by and among
SUNESIS PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A hereto (the
“Investors”). 
 RECITALS 
 A. The Company and the Investors wish to amend that certain Investor Rights Agreement, dated April 3, 2009, as amended
June 29, 2009 and October 27, 2009 (as amended, the “Rights Agreement”), by and among the Company and the Investors (as defined in the Rights Agreement); 
 B. Pursuant to Section 8(c) of the Rights Agreement, Section 7(b) of the Rights Agreement may be amended only by written
consent of the Company, the Majority Investors (as defined in the Rights Agreement) and Alta Partners, Bay City Capital, NEA and Nextech (each as defined in the Rights Agreement); and 
 C. The undersigned hold or have the right to acquire at least a majority-in-interest of the total Unit Shares and constitute the
Majority Investors and include Alta Partners, Bay City Capital, NEA and Nextech (collectively, the “Requisite Investors”). 
 AGREEMENT 
 NOW,
THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1. AMENDMENT TO RIGHTS AGREEMENT. All capitalized terms not otherwise defined in this
Section 2 shall be as defined in the Rights Agreement. The Company and the undersigned hereby agree that Section 7(b)(2) of the Rights Agreement is hereby amended and restated to read as follows: 
 “Subject to Section 7(b)(6) below, from and after the earlier to occur of (i) the Second Unit Closing,
(ii) the Common Equity Closing and (iii) the closing of an Alternative Common Stock Financing in which the Investors exercise preemptive rights pursuant to the terms of this Agreement and, as a result, beneficially own greater than a
majority of the Company’s voting stock as of such closing, the Company shall take all appropriate action to promptly establish and maintain the size of the Board at nine (9) members, five (5) of which shall be Investor Designees and
nominated in accordance with the provisions of this Section 7(b). Alta Partners, Bay City Capital, NEA and Nextech, together with their respective affiliates, shall each have the right to designate one (1) such Investor Designee.
Notwithstanding the foregoing, the Company’s obligation to set and maintain the size of the Board at nine (9) members and the Investors’ right to designate five (5) Investor Designees pursuant to this Section 7(b)(2) shall
not be effective prior to May 1, 2010 or such later date as determined by the Majority Investors. On or prior to January 20 of each year in which the Majority Investors have rights pursuant to this Section 7(b) (assuming the
Company has made a request therefor at least five (5) Trading Days prior thereto), and within five (5) Trading Days of the request by the Company in connection with the preparation of a proxy statement with respect to the election of
members of the Board or a vacancy created on

  

 1. 








 
the Board by the resignation, death or disability of an Investor Designee or the failure of an Investor Designee to be elected at a meeting of the Company at any time at which the Majority
Investors have rights pursuant to this Section 7(b), each Investor shall notify the Company of the number of voting shares of the Company’s capital stock beneficially owned by such Investor as of a date within five (5) Trading Days of
the delivery of such notice.” 
 2. MISCELLANEOUS. This Agreement 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. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by
facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any
party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof. Other than as set forth herein, the Rights Agreement shall remain in full force and effect.
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles
of conflicts of law thereof. Upon the execution of this Agreement by the Company and the Requisite Investors, all parties to the Rights Agreement shall be bound by this Agreement. 
 [SIGNATURE PAGE TO FOLLOW] 
  

 2. 








 IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first above written. 
  

							
	COMPANY:	    	INVESTORS:
		
	SUNESIS PHARMACEUTICALS, INC.	    	BAY CITY CAPITAL FUND V, L.P. 
				
	Signature:	 	 /s/ Daniel N. Swisher, Jr.
	    	By:	 	 /s/ Fred Craves

				
	Print Name:	 	 Daniel N. Swisher, Jr.
	    	Name	 	 Fred Craves

				
	Title:	 	 President and CEO
	    	Title:	 	 Managing Director

				
	Address:	 	395 Oyster Point Boulevard, #400	    		 	
		 	South San Francisco, CA 94080	    		 	
		 		    	BAY CITY CAPITAL FUND V CO-INVESTMENT FUND, L.P.

				
		 		    	By:	 	 /s/ Fred Craves

				
		 		    	Name:	 	 Fred Craves

				
		 		    	Title:	 	 Managing Director










			
	GROWTH EQUITY OPPORTUNITIES FUND, LLC
		
	By:	 	 /s/ Charles W. Newton, III

		
	Name:	 	 Charles W. Newton, III

		
	Title:	 	 Manager of NEA 12 GP, LLC, which is
 the general partner of NEA Partners 12, Limited Partnership, the general partner of New Enterprise Associates 12, Limited Partnership, the sole shareholder of Growth Equity Opportunities Fund,
LLC











			
	ALTA BIOPHARMA PARTNERS III, L.P.
	
	By: Alta BioPharma Management III LLC
		
	By:	 	 /s/ Edward Hurwitz

		
	Name:	 	 Edward Hurwitz

		
	Title:	 	 Director

	
	ALTA BIOPHARMA PARTNERS III GMBH & CO. BETEILIGUNGS
KG
	
	By: Alta BioPharma Management III LLC
		
	By:	 	 /s/ Edward Hurwitz

		
	Name:	 	 Edward Hurwitz

		
	Title:	 	 Director

	
	ALTA EMBARCADERO BIOPHARMA PARTNERS III, LLC
		
	By:	 	 /s/ Edward Hurwitz

		
	Name:	 	 Edward Hurwitz

		
	Title:	 	 Manager











			
	ONC GENERAL PARTNER LIMITED AS GENERAL PARTNER OF ONC
PARTNERS, L.P.
		
	By:	 	 /s/ Michael Robinson

		
	Name:	 	 Michael Robinson

		
	Title:	 	 Director










 EXHIBIT A 
 LIST OF INVESTORS 
 Bay
City Capital Fund V, L.P. 
 Bay City Capital Fund V Co-Investment Fund, L.P. 
 Growth Equity Opportunities Fund, LLC 
 Alta BioPharma Partners III, L.P. 
 Alta BioPharma Partners III GmbH & Co. Beteiligungs KG 
 Alta Embarcadero BioPharma Partners III, LLC 
 ONC General Partner Limited as General Partner of
ONC Partners, L.P.