Unassociated Document


    
      Exhibit
10.71

    

     

    SUNESIS
PHARMACEUTICALS, INC.

    2006
EMPLOYMENT COMMENCEMENT INCENTIVE PLAN

     

    STOCK
OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT

    


    Sunesis
Pharmaceuticals, Inc. (the “Company”),
pursuant to the Sunesis Pharmaceuticals, Inc.  2006 Employment
Commencement Incentive 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:

                            	 
      	 
      
	 	 	 
	
                              Total
      Exercise Price:

                            	 
      	
                              $

                            
	 	 	 
	
                              Expiration
      Date:

                            	 
      	 
      


                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            	Type of Option:
    	Non-Qualified
      Stock Option
	 	 
	
                    Vesting
      Schedule:

                  	
                    [Twenty-five
      percent (25%) of the shares subject to the Option shall vest twelve months
      after the Vesting Commencement Date, and 1/48th
      of the shares subject to the Option shall vest each month thereafter on
      the same day of the month as the Vesting Commencement Date, subject to the
      Optionee’s continued service with the
Company.]

                  


          

        

      

    

     

    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 agrees that
Optionee has not been previously employed in any capacity by the Company or a
Subsidiary, or if previously employed, has had a bona-fide period of
non-employment, and that the grant of this Option is an inducement material to
Optionee’s agreement to enter into employment with the Company or
Subsidiary.  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:	
                                                       

                                                       

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          GRANT
NOTICE PAGE 1

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SUNESIS
PHARMACEUTICALS, INC.

    2006
EMPLOYMENT COMMENCEMENT INCENTIVE PLAN

     

    STOCK
OPTION AGREEMENT

     

    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. 2006 Employment Commencement
Incentive 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
commence and remain in the employ of the Company or its Subsidiaries 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 shall be 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 than 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 services to the
Company or any Subsidiary, with such duties and responsibilities as the Company
shall from time to time prescribe.  Nothing in the Plan or this
Agreement shall confer upon the Optionee any right to continue in the employ of
the Company or any Subsidiary or shall interfere with or restrict in any way the
rights of the Company and its Subsidiaries, which are hereby expressly reserved,
to discharge the Optionee at any time for any reason whatsoever, with or without
cause, except to the extent expressly provided otherwise in a written agreement
between the Company and the Optionee.

     

    
      
        
        

      

      
        STOCK
OPTION AGREEMENT PAGE 1

        
          

        

      

      
        
        

      

    

     

    ARTICLE
III

    PERIOD
OF EXERCISABILITY

     

    3.1           Commencement of
Exercisability.

     

    (a)           Subject
to Sections 3.3 and 5. 9, 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 Committee 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 three months following the date of the Optionee’s Termination of
Service, unless such Termination of Service occurs by reason of the Optionee’s
death or Disability or unless a different period is set forth in a written
agreement between the Optionee and the Company, as approved by the Committee;
or

     

    (c)           The
expiration of twelve months following
the date of the Optionee’s Termination of Service by reason of the Optionee’s
death or Disability.

     

    (e)           For
purposes of this Agreement, “Termination of
Service” means the time when the employment relationship between the
Optionee and the Company or any Subsidiary is terminated for any reason, with or
without cause, including, but not by way of limitation, a termination by
resignation, discharge, death or Disability; but excluding (a) a termination
where there is a simultaneous reemployment or continuing employment of the
Optionee by the Company or any Subsidiary or a parent corporation thereof
(within the meaning of Section 422 of the Code), (b) at the discretion of the
Committee, a termination which results in a temporary severance of the
employee-employer relationship, and (c) at the discretion of the Committee, a
termination which is followed by the simultaneous establishment of a consulting
relationship by the Company or a Subsidiary with the former
Employee.  The Committee, in its absolute discretion, shall determine
the effect of all matters and questions relating to Termination of Service for
the purposes of this Agreement, and all questions of whether particular leaves
of absence for Optionees constitute Terminations of
Service.  Notwithstanding any other provision of the Plan or this
Agreement, the Company or any Subsidiary has an absolute and unrestricted right
to terminate the Optionee’s employment and/or consultancy at any time for any
reason whatsoever, with or without cause, except to the extent expressly
provided otherwise in a written agreement between the Company and the
Optionee.

     

    
      
        
        

      

      
        STOCK
OPTION AGREEMENT PAGE 2

        
          

        

      

      
        
        

      

    

     

    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

     

    (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

     

    
      
        
        

      

      
        STOCK
OPTION AGREEMENT PAGE 3

        
          

        

      

      
        
        

      

    

     

    (d)           Full
payment to the Company (or other employer corporation) 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

     

    (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 (or other
employer corporation) 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 an 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; provided, however, any action
taken by the Board in connection with the administration of the Plan shall not
be deemed approved by the Board unless such actions are approved by a majority
of the Independent Directors.

     

    
      
        
        

      

      
        STOCK
OPTION AGREEMENT PAGE 4

        
          

        

      

      
        
        

      

    

     

    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 9.4 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.

     

    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.

     

    
      
        
        

      

      
        STOCK
OPTION AGREEMENT PAGE 5

        
          

        

      

      
        
        

      

    

     

    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           Stockholder Approval Not
Required.  The Plan will not be submitted for approval by the
Company’s stockholders.  As more particularly described in Section
15.1 of the Plan, pursuant to NASD
Rule 4350(i)(1)(A)(iv), the issuance of this Option and the shares of Common
Stock issuable upon exercise or vesting of such Option pursuant to the Plan are
not subject to the approval of the Company’s stockholders.

     

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

     

    5.9           Conformity to Applicable
Laws.  The Optionee acknowledges that the Plan is intended to
conform to the extent necessary with all provisions of the Securities Act and
the Securities Exchange Act of 1934, as amended and any and all regulations and
rules promulgated by the Securities and Exchange Commission thereunder, and
state securities laws and regulations.  The Optionee also acknowledges
that the Plan is intended to conform with the requirements of rules promulgated
by the NASD and, without limiting the foregoing, in particular NASD Rule
4350(i)(1)(A)(iv).  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.

     

    5.10           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 6

        
          

        

      

      
        
        

      

    

     

    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. 2006 Employment
Commencement Incentive 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, as well as any
      applicable withholding tax)

                              	 


                      

                       

                      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 10 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