SUNESIS
      PHARMACEUTICALS, INC.

     

    Code
      of Business Conduct & Ethics

     

    I. Introduction

     

    Sunesis
      Pharmaceuticals, Inc. ("Company") is committed to maintaining the highest
      standards of ethical conduct. This Code of Business Conduct & Ethics
      (“Code”) reflects the business practices and principles of behavior that support
      this commitment. The Company's Board of Directors (“Board”) is responsible for
      setting the standards of conduct contained in this Code and for updating these
      standards as appropriate to reflect legal and regulatory developments. The
      Company expects every employee and director to read and understand this Code
      and
      its application to the performance of his or her business responsibilities.
      To
      the extent this Code requires a higher standard than required by commercial
      practice or applicable laws, rules, or regulations, the Company adheres to
      these
      higher standards. The Company will hold each of its employees and directors
      accountable for adherence to this Code. Those who violate this Code will be
      subject to disciplinary action, up to and including termination.

     

    II. Compliance
      Officer

     

    The
      Company has designated Camille Acayan, Corporate Counsel, as its Compliance
      Officer to administer this Code. Employees and directors may, at their
      discretion, make any report or complaint provided for in this Code to the
      Compliance Officer. The Compliance Officer will refer complaints submitted,
      as
      appropriate, to the Board or an appropriate Committee of the Board.
      Notwithstanding this Section, the Audit Committee of the Board is responsible
      for the oversight and implementation of the Company’s Complaint, Investigation
      and Whistleblower Policy (“Whistleblower Policy”) as such policy relates to
      complaints regarding accounting, internal accounting controls or auditing
      matters. Please see Section IV of this Code for further detail. 

     

    III. Compliance
      With This Code

     

    This
      Code
      is not intended to be a comprehensive rulebook and cannot address every practice
      or principle related to honest and ethical conduct. This Code addresses certain
      behaviors that are particularly important to proper dealings with the people
      and
      entities with whom the Company interacts, but reflects only a part of the
      Company's commitment to conducting its business with the highest standards
      of
      business ethics. If an employee feels uncomfortable about a situation or has
      any
      doubts about whether it is consistent with the Company's ethical standards,
      the
      employee is encouraged to contact his or her supervisor for help first. If
      the
      employee's supervisor cannot answer the employee's questions or if the employee
      does not feel comfortable contacting his or her supervisor, the employee should
      contact the Compliance Officer. The
      Company prohibits retaliation against an employee who, in good faith, seeks
      help
      or reports known or suspect violations of this Code or other illegal or
      unethical conduct. For further detail, please see the Whistleblower Policy
      and
      Sections IV and VII of this Code.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    A.   
Compliance
      with Applicable Laws, Rules, and Regulations

     

    1. Domestic
      Laws

     

    All
      employees and directors of the Company must comply with all the laws, rules,
      and
      regulations of the United States as well as any state, county, city, and any
      other jurisdiction applicable to the Company or its business. These include:
      laws covering bribery and kickbacks, patents, copyrights, trademarks and trade
      secrets, information privacy, insider trading, illegal political contributions,
      antitrust prohibitions, environmental hazards, employment discrimination or
      harassment, occupational health and safety, false or misleading financial
      information or misuse of corporate assets.

     

    Obeying
      the law, both in letter and in spirit, is the foundation of this Code. The
      Company's success depends upon each employee operating within legal guidelines
      and cooperating with the appropriate authorities. It is therefore essential
      that
      each employee understands the legal and regulatory requirements applicable
      to
      his or her area of responsibility. Although the Company does not expect each
      employee to memorize every detail of these laws, rules and regulations, it
      is
      critical that each employee is able to determine when to seek advice from
      others. If an employee has a question in the area of legal compliance, it is
      important that the employee does not hesitate to seek answers from others in
      positions of responsibility such as the employee's immediate supervisor and
      the
      Compliance Officer.

     

    Disregard
      of this Code will not be tolerated. Violation of domestic laws, rules and
      regulations may subject an individual, as well as the Company to civil and/or
      criminal penalties. Each employee should be aware that conduct and records,
      including emails, are subject to internal and external audits. It is in
      everyone's best interest to know and comply with the Company's legal and ethical
      obligations.

     

    2. International
      Business Laws

     

    Company
      employees are expected to comply with applicable laws in all countries in which
      they travel or in which they or the Company operate. The fact that in some
      countries certain laws are not enforced or that violation of those laws is
      not
      subject to public criticism will not be accepted as an excuse for
      noncompliance.

     

    All
      employees must also comply strictly with United States laws, rules and
      regulations governing the conduct of business by its citizens and corporations
      outside of the United States such as the Foreign Corrupt Practices Act, United
      States Embargoes, Export Controls and Antiboycott Regulations. 

     

    The
      Foreign Corrupt Practices Act prohibits directly or indirectly giving anything
      of value to a government official in order to obtain or retain business or
      favorable treatment, and requires the maintenance of accurate books of account,
      with all Company transactions being properly recorded.

     

    
      
         

      

      
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    United
      States Embargos restrict or, in some cases, prohibit companies and their
      employees from doing business with certain other countries. Countries that
      are
      the subject of current United States Embargoes include Cuba, Iran, North Korea,
      Sudan and Syria, as well as specific companies and individuals identified on
      lists published by the U.S. Treasury Department.

     

    Export
      Controls restrict the export of goods, services, technology or other types
      of
      information to designated countries, or the re-export of United States origin
      goods from the country of original destination to a third country.

     

    Antiboycott
      Regulations prohibit U.S. companies from taking any action that has the effect
      of furthering or supporting a restrictive trade practice or boycott imposed
      by a
      foreign country against a country friendly to the U.S. or against any U.S.
      person.

     

    If
      an
      employee has a question as to whether an activity is restricted or prohibited,
      the employee should seek assistance before taking any action, including giving
      any verbal assurances that might be regulated by international
      laws.

     

    B. Conflict
      of Interest

     

    A
      conflict of interest exists when an individual’s loyalties or actions are
      divided between the Company’s interests and those of another party, including
      the individual’s own self-interests or those of a competitor, supplier or other
      employer. 

     

    The
      Company has adopted a Conflict of Interest Policy to establish clear guidelines
      for its employees and directors for avoiding actual or potential conflicts
      of
      interests and complying with this Code. It is essential that each Company
      employee and director avoid any situation or interest that might interfere
      with
      his or her judgment or responsibilities to the Company. These ethical duties
      apply to all of the Company's employees, directors and any person or entity
      working on their behalf. Please see the Company’s Conflict of Interest Policy
      for further detail.

    


    C. Corporate
      Opportunity

     

    Except
      as
      may be approved or ratified by the Board or a committee of independent
      directors, employees and directors are prohibited from (1) taking for themselves
      personally any opportunities that belong to the Company or are discovered
      through the use of corporate property, information or position; (2) using
      Company property, information or position for personal gain; and
      (3) competing with the Company.

     

    D. Confidentiality

     

    All
      employees and agents, under the Confidential Information and Invention
      Assignment Agreement signed when they commenced working for or with the Company,
      and all directors, must maintain the confidentiality of proprietary information
      entrusted to them by the Company or its partners, suppliers or customers, except
      when disclosure is authorized by the Company or required by laws, regulations
      or
      legal proceedings. Whenever feasible, employees, directors and agents should
      consult a supervisor, the Compliance Officer or a member of the Company’s Legal
      Department if they believe they have a legal obligation to disclose proprietary
      information. 

     

    
      
         

      

      
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    E. Fair
      Dealing

     

    Each
      employee and director should endeavor to deal fairly with the Company’s other
      employees and directors, partners, customers, suppliers, and competitors. None
      of the Company’s employees or directors should take unfair advantage of anyone
      through manipulation, concealment, abuse of privileged information,
      misrepresentation of material facts or any other unfair dealing practice.
      Stealing proprietary information, misusing trade secret information that was
      obtained without the owner’s consent, or inducing such disclosures by past or
      present employees of other companies is prohibited.

     

    F. Protection
      and Proper Use of Company Assets

     

    All
      employees and directors should protect the Company’s assets and ensure their
      efficient use. Theft, carelessness, and waste have a direct impact on the
      Company’s profitability. All Company assets should be used for legitimate
      business purposes. Of course, incidental personal use may be appropriate for
      certain Company assets, but each employee should check with a supervisor to
      determine what may be appropriate.

     

    G.  Gifts
      and Entertainment

     

    Business
      gifts and entertainment are meant to create goodwill and sound working
      relationships and not to gain improper advantage with customers or facilitate
      approvals from government officials. Subject to the exceptions below with
      respect to healthcare professionals, the exchange, as a normal business
      courtesy, of meals or entertainment (such as tickets to a game or the theatre
      or
      a round of golf) is a common and acceptable practice as long as it is not
      extravagant. Unless express permission is received from a supervisor, the
      Compliance Officer or the Audit Committee, gifts and entertainment cannot be
      offered, provided or accepted by any employee unless consistent with customary
      business practices and not (i) excessive in value, (ii) in cash, (iii)
      susceptible of being construed as a bribe or kickback, (iv) made or received
      on
      a regular or frequent basis, or (v) in violation of any applicable laws or
      regulations. This policy applies to the Company’s transactions everywhere in the
      world, even where the practice is widely considered “a way of doing business.”
Employees should not accept gifts or entertainment that may reasonably be deemed
      to affect their judgment or actions in the performance of their duties. The
      Company’s customers, suppliers and the public at large should know that our
      employees’ judgment is not for sale. 

     

    Any
      gifts
      or entertainment provided to healthcare professionals (defined as physicians
      and
      other individuals who have the ability to influence the prescribing decision)
      shall comply with the PhRMA Code on Interactions with Healthcare Professionals.
      Gifts to healthcare professionals shall not be in cash or cash equivalents
      or of
      a personal benefit to such healthcare professional. Meals with healthcare
      professionals are permissible if (i) occasional, (ii) modest as judged by local
      standards, and (iii) occur in a venue and manner conducive to informational
      communication and provide scientific or educational value. Dine & dash
      programs are not appropriate. Items primarily for the benefits of patients
      may
      be offered to healthcare professionals if they are not of substantial value
      ($100 or less). Items of minimal value ($25 or less) may be offered to
      healthcare professionals if they are primarily associated with a healthcare
      professional’s practice (such as pens, notepads and similar items with a company
      logo).

     

    
      
         

      

      
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    Under
      some statutes, such as the Foreign Corrupt Practices Act, giving anything of
      value to a government official to obtain or retain business or favorable
      treatment is a criminal act subject to prosecution and conviction. 

     

    An
      employee should discuss with the employee’s supervisor or the Compliance Officer
      any proposed entertainment or gifts if such employee is uncertain about their
      appropriateness.

     

    H.
      Related-Person Transactions

     

    A
      “Related Person” is defined as a director, executive officer or a nominee to
      become a director of the Company; a significant stockholder known by the Company
      to be the beneficial owner of more than 5% of any class of the Company’s voting
      securities; an immediate family member of a director or officer of the Company
      (which includes any child, stepchild, parent, stepparent, spouse, sibling,
      mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or
      sister-in-law of such person, and any person sharing the household of such
      person); or an affiliate (which includes a firm, corporation or other entity
      in
      which any of the foregoing persons is an executive, partner or principal or
      similar control position or in which such person has a 5% or greater beneficial
      ownership interest). A "Related-Person
      Transaction" is a transaction, arrangement or relationship (or any series of
      similar transactions, arrangements or relationships) in which the Company and
      any Related Person are, were or will be participants in which the amount
      involved exceeds $120,000.
      Transactions
      involving compensation for services provided to the Company as an employee,
      consultant or director shall not be considered Related-Person Transactions
      under
      this policy.

     

    Each
      director and executive officer shall identify, and the Company shall request
      each significant stockholder to identify, any Related-Person Transaction
      involving such director, executive officer or significant stockholder, or his,
      her or its “affiliates” and “immediate family members” and seek approval from
      the Audit Committee before engaging in such a transaction. Any proposed
      transaction that has been identified as a Related-Person Transaction may be
      consummated or materially amended only following approval by the Audit
      Committee. In the event that it is inappropriate for the Audit Committee to
      review the transaction for reasons of conflict of interest or otherwise, after
      taking into account possible recusals by Committee members, then the
      Related-Person Transaction shall be approved by another independent body of
      the
      Board of Directors. The approving body shall be referred to as the
“Committee.”

     

    Any
      Related-Person Transaction, if not a Related-Person Transaction when originally
      consummated, or if not initially identified as a Related-Person Transaction
      prior to consummation, shall be submitted to the Committee for review and
      ratification as soon as reasonably practicable. The Committee shall consider
      whether to ratify and continue, amend and ratify, or terminate or rescind such
      Related-Person Transaction.

     

    
      
         

      

      
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    In
      the
      event that the Company proposes to enter into, or materially amend, a
      Related-Person Transaction, management of the Company shall present such
      Related-Person Transaction to the Committee for review, consideration and
      approval or ratification. The presentation shall include, to the extent
      reasonably available, a description of (i) all of the parties thereto, (ii)
      the
      interests, direct or indirect, of any Related Person in the transaction in
      sufficient detail so as to enable the Committee to fully assess such interests,
      (iii) a description of the purpose of the transaction, (iv) all of the material
      facts of the proposed Related-Person Transaction, including the proposed
      aggregate value of such transaction, or, in the case of indebtedness, that
      amount of principal that would be involved, (v) the benefits to the Company
      of
      the proposed Related-Person Transaction, (vi) if applicable, the availability
      of
      other sources of comparable products or services, (vii) an assessment of whether
      the proposed Related-Person Transaction is on terms that are comparable to
      the
      terms available to or from, as the case may be, an unrelated thirty party or
      to
      or from employees generally, and (viii) management’s recommendation with respect
      to the proposed Related-Person Transaction. In addition to the information
      identified above, the presentation shall include a description of the extent
      of
      work performed and remaining to be performed in connection with the transaction
      and an assessment of the potential risks and costs of termination of the
      transaction, and where appropriate, the possibility of modification of the
      transaction.

     

    The
      Committee, in approving or rejecting the proposed Related-Person Transaction,
      shall consider all the relevant facts and circumstances deemed relevant by
      and
      available to the Committee, including, but not limited to (i) the risks, costs
      and benefits to the Company, (ii) the impact on a director’s independence in the
      event the Related Person is a director, immediate family member of a director
      or
      an entity with which a director is affiliated, (iii) the terms of the
      transaction, (iv) the availability of other sources for comparable services
      or
      products, and (v) the terms available to or from, as the case may be, unrelated
      third parties or to or from employees generally. The Committee shall approve
      only those Related-Party Transactions that, in light of known circumstances,
      are
      in, or are not inconsistent with, the best interests of the Company and its
      stockholders, as the Committee determines in the good faith exercise of its
      discretion.

     

    IV. Accounting
      and Auditing Complaints

     

    The
      Audit
      Committee is responsible for the oversight and implementation of the Company’s
      Complaint, Investigation and Whistleblower Policy (“Whistleblower Policy”) as
      such policy relates to complaints regarding accounting, internal accounting
      controls or auditing matters. Please see the Company’s Whistleblower Policy for
      further detail. Employees or directors who have concerns or complaints regarding
      such matters are encouraged to promptly submit those concerns or complaints
      to
      the Audit Committee. Such concerns or complaints may also be made anonymously
      through the Company's complaint hotline by either:

     

    A. Telephone
      (1-866-217-8590);

     

    B. Email
      (snss@openboard.com);
      or

     

    C. Web
      (www.openboard.info/snss).

     

    
      
         

      

      
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    V. Company
      Records

     

    Accurate
      and reliable records are crucial to the Company as they are the basis of its
      earnings statements, financial reports and other disclosures to the public,
      and
      guide its decision-making and strategic planning. Company records include
      booking information, payroll, timecards, travel and expense reports, emails,
      accounting and financial data, measurement and performance records, electronic
      data files and all other documents maintained in the ordinary course of
      business.

     

    All
      Company records must be complete, accurate and reliable in all material
      respects. Undisclosed or unrecorded funds, payments or receipts are inconsistent
      with the Company's business practices and are prohibited. Each employee is
      responsible for understanding and complying with the Company's Records
      Management and Retention Policy and for cooperating fully with requests from
      the
      Finance/Accounting and Legal Departments. If an employee has any questions
      regarding any aspect of a Company record keeping practices, the employee should
      contact his or her supervisor or the Compliance Officer.

     

    VI. Accuracy
      of Financial Reports and Other Public Communications

     

    The
      Company is subject to various securities laws, regulations and reporting
      obligations. Both federal law and the Company's policies require the disclosure
      of accurate and complete information regarding the Company's business, financial
      condition, and results of operations. Inaccurate, incomplete or untimely
      reporting will not be tolerated and can severely damage the Company and result
      in legal liability.

     

    The
      Company's Chief Financial Officer and other employees working in the Finance
      and
      Accounting Departments have a special responsibility to ensure that all of
      the
      Company's financial disclosures are full, fair, accurate, timely, and
      understandable. These employees must understand and strictly comply with
      generally accepted accounting principles and all standards, laws, and
      regulations for accounting and financial reporting of transactions, estimates,
      and forecasts. We require that:

     

    
      	 	
              •

            	
              no
                entry be made in our books and records that intentionally hides or
                disguises the nature of any transaction or of any of our liabilities
                or
                misclassifies any transactions as to accounts or accounting
                periods;

            


    

     

    
      	 	
              •

            	
              transactions
                be supported by appropriate
                documentation;

            


    

     

    
      	 	
              •

            	
              the
                terms of sales and other commercial transactions be reflected accurately
                in the documentation for those transactions and all such documentation
                be
                reflected accurately in the Company’s books and
                records;

            


    

     

    
      	 	
              •

            	
              employees
                comply with the Company’s system of internal controls;
                and

            


    

     

    
      	 	
              •

            	
              no
                cash or other assets be maintained for any purpose in any unrecorded
                or
                “off-the-books” fund.

            


    

     

    
      
         

      

      
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    VII. Reporting
      Illegal or Unethical Behavior

     

    Employees
      are encouraged to promptly contact supervisors, managers, the human resources
      department or the Compliance Officer if the employee believes that the employee
      has observed illegal or unethical behavior by any officer, director or employee
      or by anyone purporting to be acting on the Company’s behalf. Alternatively,
      such reports may be made anonymously to the Company's complaint hotline by
      either:

     

    A. Telephone
      (1-866-217-8590);

     

    B. Email
      (snss@openboard.com);
      or

     

    C. Web
      (www.openboard.info/snss).

     

    The
      Company prohibits retaliation against an employee who, in good faith, seeks
      help
      or reports known or suspected violations. For further detail, please see the
      Company’s Whistleblower Policy and Section IV of this Code.

     

    VIII. Enforcement

     

    Any
      violators of this Code will be subject to disciplinary action. The disciplinary
      actions will be determined by senior management or the Board, as appropriate.
      An
      employee accused of violating this Code will be given an opportunity to present
      his or her version of the events at issue prior to any determination of
      appropriate discipline. The Company intends such disciplinary action to reflect
      its belief that all employees and directors should be held accountable to the
      standards of conduct set forth herein. Accordingly, such disciplinary action
      may
      include, without limitation, demotion, re-assignment, suspension or termination,
      depending on the nature and the severity of the violation.

     

    IX. Waivers

     

    Waivers
      of this Code for employees may be made only by an officer of the Company. Any
      waiver of the provisions this Code for officers or directors of the Company
      may
      only be made by the Board, and must be promptly disclosed to stockholders,
      along
      with the reasons for any such waiver, as required by the Securities Exchange
      Act
      of 1934, as amended, and the applicable rules of The Nasdaq Stock
      Market.

     

     

    
      
         

      

      
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