Exhibit
10.73

    

      NEITHER
THIS NOTE NOR ANY SECURITIES THAT MAY BE ISSUED UPON CONVERSION HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR
QUALIFIED UNDER ANY STATE SECURITIES LAWS.  THIS NOTE AND ANY SUCH
SECURITIES MAY NOT BE TRANSFERRED UNLESS SO REGISTERED AND QUALIFIED UNDER ALL
APPLICABLE SECURITIES LAWS, OR UNLESS SUCH REGISTRATION AND QUALIFICATION ARE
NOT REQUIRED.

       

      AMENDED
AND RESTATED CONVERTIBLE SECURED PROMISSORY NOTE

       

      
        
          	
                  $__________

                	
                  March
      6, 2009

                


        

      

       

      FOR VALUE
RECEIVED, the undersigned, SARcode Corporation, a
Delaware corporation (the “Company”), hereby
promises to pay to Sunesis
Pharmaceuticals, Inc., a Delaware corporation, or its assigns (“Sunesis” and,
together with the Company, each a “Party”), prior to or
on the Maturity Date (defined below), subject to acceleration or conversion as
set forth herein, the aggregate principal amount of [PRINCIPAL AMOUNT
OF ORIGINAL NOTE] DOLLARS ($[PRINCIPAL AMOUNT
OF ORIGINAL NOTE]) (the “Principal Amount”),
together with interest on the Principal Amount from [DATE OF ORIGINAL
NOTE] (the “Loan Date”) through
and including the date on which such Principal Amount is paid in full at an
annual rate equal to Five Percent (5.0%), compounded annually.

       

      This
Amended and Restated Convertible Secured Promissory Note (the “Note”) supersedes and
replaces in its entirety that certain Convertible Secured Promissory Note in the
principal amount of [PRINCIPAL AMOUNT
OF ORIGINAL NOTE] dated as of the Loan Date by and between the Company
and Sunesis (the “Original
Note”).  This Note is one of three Amended and Restated
Convertible Secured Promissory Notes (collectively, the “Notes”) that
supersede and replace three Convertible Secured Promissory Notes (including the
Original Note) originally issued to Sunesis by the Company pursuant to that
certain License Agreement dated March 30, 2006, by and between the Company and
Sunesis.

       

      1.           Defined
Terms.  For purposes of this Note, the terms listed below shall
have the respective meanings set forth below:

       

      1.1           “Affiliate” of a party
shall mean any person, corporation, joint venture or other business entity
which, directly or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with such party, as the case may
be.  As used in this Section 1.1, "control" shall mean:
(a) to possess, directly or indirectly, the power to affirmatively direct the
management and policies of such person, corporation, joint venture or other
business entity, whether through ownership of voting securities or by contract
relating to voting rights or corporate governance; or (b) direct or indirect
beneficial ownership of fifty percent (50%) or more of the voting share capital
in such person, corporation, joint venture or other business
entity.

       

      1.2           “Assignment Agreement”
means the Intellectual Property Assignment and License Termination Agreement,
dated March 6, 2009, by and between the Company and Sunesis.

       

      1.3           “business day” means
any day other than Saturday, Sunday or a legal holiday that banks located in San
Francisco, California are not open for business.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      1.4           “Disposition of the
Collateral” means a sale of, exclusive license under, or other
disposition of all or substantially all of the Company’s assets comprising the
Collateral in a single or related series of transactions.

       

      1.5           “LFA-1 Compound” shall
have the meaning set forth in the Assignment Agreement.

       

      1.6           “Liquidity Event”
shall have the meaning specified in Section 3.1(c) hereof.

       

      1.7           “Material Adverse
Effect” means any change or effect that, when taken individually or
together with all other changes or effects, materially adversely affects the
business, results of operations, condition (financial or otherwise) or prospects
of the Company and its subsidiaries, taken as a whole.

       

      1.8           “Maturity Date” means
the five (5)-year anniversary of the Loan Date.

       

      1.9           “Patent” shall have
the meaning set forth in the Assignment Agreement.

       

      1.10           “Private Placement” means a
venture capital, institutional or other non-insider led equity financing
primarily for the purpose of raising capital for the account of the Company in
which shares of the Company’s preferred stock are issued and in which either (i)
at least one investor who was not a stockholder of the Company prior to such
issuance invests at least One Million Dollars ($1,000,000) or (ii) the
participating investors invest at least an aggregate of Three Million Dollars
($3,000,000).

       

      1.11           “Private Placement Stock” means (i) in
connection with a conversion under Section 3.1(a)(y)(i) hereof, the Company’s
Series A Preferred Stock, or (ii) in connection with a conversion under
3.1(a)(y)(ii) hereof, the preferred stock of the Company issued in connection
with its most recent Private Placement.

       

      1.12           “Product” means any
pharmaceutical preparation which incorporates an LFA-1 Compound as an active
ingredient.

       

      1.13           “Public Offering” means the
initial firm commitment underwritten public offering of the Company’s common
stock pursuant to a registration statement filed by the Company under the
Securities Act.

       

      1.14           “Sale of the Company”
means a sale of the Company in a single or related series of transactions,
whether (i) by merger, consolidation, sale of stock, sale of assets or other
transaction (not including a Private Placement or Public Offering) in which, in
each case, the holders of the Company’s voting securities outstanding
immediately prior to the consummation of the transaction or transactions own
securities with less than a majority of the voting power of the Company or a
successor immediately after the transaction, or (ii) by sale or exclusive
license of all or substantially all of the Company’s assets, or
otherwise.

       

      1.15           “Securities Act” means the United
States Securities Act of 1933, as amended.

       

      1.16           “Sunesis LFA-1
Know-How” shall have the meaning set forth in the Assignment
Agreement.

       

      1.17           “Sunesis LFA-1
Patents” means the Patents identified on Schedule A attached
hereto, together with all additions, divisions, continuations,
continuations-in-part, substitutions, reissues, re-examinations, extensions,
registrations, patent term extensions, supplemental protection certificates,
renewals, and the like with respect to any of the foregoing.


      
        
           


        

        
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      2.           Payment.  Payment
of interest and principal hereunder shall be made at the business address of the
holder hereof.  If the payments to be made by the Company shall be
stated to be due on a date which is not a business day, such payment may be made
on the next succeeding business day, and the interest payment on each such date
shall include the amount thereof which shall accrue during the period of such
extension of time.  All computations of interest payable under this
Note shall be made on the basis of the actual number of calendar days
elapsed.  All payments hereunder shall be applied first to any unpaid
accrued interest, second to payment of
all, if any, other amounts except principal due under or in respect of this
Note, and third
to repayment of the unpaid Principal Amount.

       

      3.           Conversion.  This
Note shall be convertible as follows:

       

      3.1           Conversion into
Stock.

       

      (a)           At
the election of Sunesis by written notice (the “Conversion Notice”) given to the
Company (the “Conversion Notice”), this Note
shall be converted into that number of shares of Private Placement Stock (the
“Conversion
Shares”) as
shall be equal to the quotient of (x) the sum of the then-outstanding Principal
Amount, plus interest accrued up to September 3, 2008 and (y) at the option of
Sunesis, either (i) $0.6105 or (ii) the lowest price per share paid by investors
for a share of Private Placement Stock in the most recent Private Placement
completed prior to such conversion (the “Conversion Price”).  In
the Conversion Notice, Sunesis shall specify the class and series of authorized
stock that shall be issued pursuant to the preceding sentence in connection with
the conversion of this Note.  In connection with a conversion of this
Note pursuant to this Section 3.1, Sunesis will be treated for all purposes
(including, without limitation, warrant coverage and rights and obligations of
third party investors under any investor rights agreement, registration rights
agreement, right of first refusal agreement and/or voting agreement) on the same
terms as third party investors participating, or that participated, in the most
recent Private Placement completed prior to, or in connection with, as
applicable, such conversion.  The Company shall provide Sunesis with
no less than 30 days’ prior written notice of any Private Placement (the “Private Placement Notice”), which
Private Placement Notice shall be accompanied by drafts (as they then exist) of
all documents intended to be executed in connection therewith.  If
Sunesis does not within twenty (20) days of its receipt of the Private Placement
Notice deliver to the Company a Conversion Notice indicating its intention to
convert this Note prior to the Private Placement, this Note will cease to be
convertible until thirty (30) days following closing of the Private Placement or
sixty (60) days after the date of the Private Placement Notice, whichever is
earlier, provided that
the Company shall not be entitled to make any prepayment of principal or
interest pursuant to Section 4 hereunder during any period where Sunesis is not
entitled to convert this Note.

       

      (b)           No
fractional shares shall be issued upon conversion of this Note.  In
lieu of Company issuing any fractional shares to Sunesis upon the conversion of
this Note, Company shall pay to Sunesis an amount equal to the product obtained
by multiplying the Conversion Price by the fraction of a share not issued
pursuant to the previous sentence.

       

      (c)           Company
shall give Sunesis not less than thirty (30) days’ prior written notice of the
closing of (i) a Liquidity Event or (ii) a Disposition of the
Collateral.  A “Liquidity Event” shall be
(a) any Sale of the Company, or (b) the closing of a firmly underwritten
public offering pursuant to a registration statement filed by Company under the
Securities Act.

       


      
        
           


        

        
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      3.2           Manner of
Conversion.  Upon delivery of the Conversion Notice, whether or
not Sunesis has previously surrendered this Note in accordance with the
following sentence, Sunesis shall cease to have any rights pursuant to this
Note, but shall have all of the rights granted to it as a holder of the
Conversion Shares into which this Note is converted, including, without
limitation, any such rights holders of Conversion Shares may have upon
liquidation, dissolution, change of control or initial public offering of the
Company or a Sale of the Company.  To receive a certificate
representing the Conversion Shares into which this Note converts, Sunesis shall
surrender this Note to the Company.  As soon as practicable after the
surrender of this Note, the Company shall issue and deliver to Sunesis a
certificate for the number of whole shares issuable upon conversion of this
Note.  Upon conversion of the Principal Amount (and accrued but unpaid
interest, to the extent described in Section 3.1(a)(x) above) into Conversion
Shares as provided herein, the provisions of this Note relating to the
obligation of the Company to pay principal and interest to Sunesis, set forth
above, shall be null and void and no payment of principal and interest shall be
owed or paid by the Company to Sunesis pursuant to this Note.

       

      3.3           Conversion Price
Adjustments.  Upon any conversion of this Note, the following
adjustments shall be made:

       

      (a)           Adjustments for Stock Splits
and Subdivisions.  In the event Company should at any time or
from time to time after the date of issuance hereof fix a record date for the
effectuation of a split or subdivision of the outstanding shares of Private
Placement Stock or the determination of holders of Private Placement Stock
entitled to receive a dividend or other distribution payable in additional
shares of Private Placement Stock or other securities or rights convertible
into, or entitling the holder thereof to receive directly or indirectly,
additional shares of Private Placement Stock (hereinafter referred to as “Private Placement Stock Equivalents”) without
payment of any consideration by such holder for the additional shares of Private
Placement Stock or the Private Placement Stock Equivalents (including the
additional shares of Private Placement Stock issuable upon conversion or
exercise thereof), then the Conversion Price of this Note shall be appropriately
decreased so that the number of shares of Private Placement Stock issuable upon
conversion of this Note shall be increased in proportion to such increase of
outstanding shares, provided
that no adjustment shall be required pursuant to this Section 3.3(a) if
the split, subdivision, stock dividend, or stock distribution triggering such
adjustment was rescinded or terminated after the fixing of a record date or the
determination of holders entitled to receipt thereof and prior to any conversion
of this Note.

       

      (b)           Adjustments for Reverse
Stock Splits.  If the number of shares of Private Placement
Stock outstanding at any time after the date hereof is decreased by a
combination of the outstanding shares of Private Placement Stock, then the
Conversion Price for this Note shall be appropriately increased so that the
number of shares of Private Placement Stock issuable on conversion hereof shall
be decreased in proportion to such decrease in outstanding shares.

       

      (c)           Conversion or Redemption of
Private Placement Stock.  Should all of Company’s outstanding
preferred stock representing Private Placement Stock be at any time prior to
conversion of this Note, redeemed or converted into shares of Company’s common
stock in accordance with the Company’s certificate of incorporation then in
effect, then this Note shall be convertible into that number of shares of
Company’s common stock equal to the number of shares of the common stock that
would have been received if this Note had been converted in full and the Private
Placement Stock received thereupon had been simultaneously converted immediately
prior to such event; provided, however, that if the Company subsequently
completes a Private Placement this Note shall be convertible, at the option of
Sunesis, into shares of common stock or Private Placement Stock in accordance
with the provisions of Section 3.

       

      
        
           


        

        
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      (d)           Notices of Record Date,
etc.  In the event of:

       

      (i)           Any
taking by Company of a record of the holders of any class of securities of
Company for the purpose of determining the holders thereof who are entitled to
receive any dividend or other distribution or any right to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right; or

       

      (ii)           Any
capital reorganization of Company, any reclassification or recapitalization of
the capital stock of Company or any transfer of all or substantially all of the
assets of Company to any other Person or any consolidation or merger involving
Company; or

       

      (iii)           Any
voluntary or involuntary dissolution, liquidation or winding-up of
Company;

       

      Company
will mail to Sunesis at least thirty (30) days prior to the earliest date
specified therein, a notice specifying (A) the date on which any such
record is to be taken for the purpose of such dividend, distribution or right
and the amount and character of such dividend, distribution or right; and
(B) the date on which any such reorganization, reclassification, transfer,
consolidation, merger, dissolution, liquidation or winding-up is expected to
become effective and the record date for determining stockholders entitled to
vote thereon and providing a copy of all related documentation.

       

      4.           Prepayments of Principal or
Interest.  Upon ten (10) business days’ prior written notice to
Sunesis and except as set forth in the last sentence of Section 3.1(a), the
Company may prepay or accelerate the maturity of the interest or Principal
Amount of this Note voluntarily at any time prior to the earlier of (x) the
Maturity Date and (y) the date, if any, on which this Note is converted into
Conversion Shares.

       

      5.           Acceleration.  At
the election of Sunesis, the entire unpaid portion of the Principal Amount and
accrued interest represented by this Note will become due and payable upon
written notice of acceleration given by Sunesis to the Company immediately prior
to or following any of the following (each, an “Event of
Default”):  (a) a liquidation or dissolution of the Company, or
any other termination or winding-up of its existence or business, (b) a Sale of
the Company, (c) a Disposition of the Collateral, (d) appointment of any
receiver for the Company or its assets, (e) assignment by the Company for
the benefit of its creditors, (f) institution by the Company of insolvency,
receivership or bankruptcy proceedings or if any such proceeding shall be filed
or shall be commenced against the Company by a third party and the Company shall
indicate its approval thereof, consent thereto or acquiescence therein or such
proceeding shall not have been dismissed within sixty (60) days following the
filing thereof, or (g) material breach by the Company of this Note that is not
cured within ten (10) business days’ written notice thereof from
Sunesis.

       

      6.           Representations and
Warranties of the Company.  The Company hereby represents and
warrants to Sunesis as follows:

       

      6.1           Organization, Good Standing
and Qualification.  The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has all requisite corporate power and authority to carry on its
business as now conducted.  Each of the Company’s subsidiaries, if
any, is duly organized and validly existing and in good standing under the laws
of its state of incorporation.  The Company and each of its
subsidiaries, if any, is duly qualified to transact business and is in good
standing in each jurisdiction in which the failure to so qualify would have a
Material Adverse Effect on the Company and its subsidiaries, if any, taken as a
whole.  The Company and its subsidiaries, if any, have all requisite
corporate power and authority to own and operate their respective properties and
assets, the Company has all requisite corporate power and authority to issue
this Note and the Conversion Shares, and to perform its obligations under, and
carry out the provisions of, this Note.


      
        
           


        

        
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      6.2           Authorization; Binding
Obligations; Governmental Consents.

       

      (a)           All
corporate action on the part of the Company, its officers, directors and
stockholders necessary for the authorization, execution and issuance of this
Note, and the performance of all obligations of the Company hereunder, have been
taken prior to the date hereof.  This Note is a valid and legally
binding obligation of the Company, enforceable in accordance with its terms,
except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, and other laws of general application affecting enforcement of
creditors’ rights, and (ii) as limited by laws relating to the availability of
specific performance, injunctive relief, or other equitable
remedies.

       

      (b)           No
consent, approval, permit, order or authorization of, or registration,
qualification, designation, declaration or filing with, any federal, state or
local governmental authority on the part of the Company is required in
connection with the execution and issuance of this Note.

       

      6.3           Compliance with Other
Instruments.  The Company is not in violation or default of any
provision of its certificate of incorporation or bylaws, or of any mortgage,
indenture, contract, agreement, instrument, judgment, order, writ, decree or
contract to which it is a party or by which it is bound or, to the best of
Company’s knowledge, of any provision of any federal or state statute, rule or
regulation applicable to the  Company, which violation or default
could reasonably have a Material Adverse Effect.  The issuance of this
Note and the Conversion Shares will not result in any such violation or be in
conflict with or constitute, with or without the passage of time or giving of
notice, either a default under any such provision, instrument, judgment, order,
writ, decree or material contract, or result in the creation of any mortgage,
pledge, lien, charge or encumbrance upon any of the properties or assets of the
Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of
any permit, license, authorization, or approval applicable to the business, or
operations or any of the assets or properties the Company.

       

      6.4           Valid
Issuance.  The Conversion Shares to be issued, sold and
delivered upon conversion of this Note, in accordance with the terms hereof and
for the consideration expressed herein, will be duly and validly issued, fully
paid and nonassessable.  Any shares of common stock issuable upon
conversion of such Conversion Shares, in accordance with the terms of thereof,
will be duly and validly issued, fully paid and nonassessable.

       

      7.           Representations and
Warranties of Sunesis.  Sunesis hereby represents and warrants
to the Company as follows:

       

      7.1           Organization.  Sunesis
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and has all requisite corporate power and
authority to carry on its business as now conducted.  Sunesis has all
requisite corporate power and authority to perform its obligations under, and
carry out the provisions of, this Note.

       

      7.2           Authorization; Binding
Obligations; Governmental Consents.

       

      (a)           All
corporate action on the part of Sunesis, its officers, directors and
stockholders necessary for the performance of all obligations of Sunesis
hereunder, have been taken prior to the date hereof.  This Note is a
valid and legally binding obligation of Sunesis, enforceable in accordance with
its terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws of general application affecting
enforcement of creditors’ rights, and (ii) as limited by laws relating to the
availability of specific performance, injunctive relief, or other equitable
remedies.


      
        
           


        

        
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      (b)           No
consent, approval, permit, order or authorization of, or registration,
qualification, designation, declaration or filing with, any federal, state or
local governmental authority on the part of Sunesis is required in connection
with the execution and issuance of this Note.

       

      7.3           Investment
Representations.  Sunesis has been advised that the Note and
the underlying securities have not been registered under the Securities Act, or
any state securities laws and, therefore, cannot be resold unless they are
registered under the Securities Act and applicable state securities laws or
unless an exemption from such registration requirements is
available.  Sunesis is aware that the Company is under no obligation
to effect any such registration with respect to the Note or the underlying
securities or to file for or comply with any exemption from
registration.  Sunesis has not been formed solely for the purpose of
making this investment.  Sunesis has such knowledge and experience in
financial and business matters that Sunesis is capable of evaluating the merits
and risks of such investment, is able to incur a complete loss of such
investment and is able to bear the economic risk of such investment for an
indefinite period of time.  Sunesis hereby represents and warrants as
follows:

       

      (a)           Acquisition for Own
Account.  Sunesis is acquiring this Note and the Conversion
Shares for its own account for investment only, and not with a view toward their
distribution.

       

      (b)           Accredited
Investor.  Sunesis represents that it is an “accredited
investor” within the meaning of Regulation D under the Securities
Act.

       

      (c)           Residence.  The
office of Sunesis in which its investment decision was made is located at the
address of Sunesis set forth in Section 15.

       

      8.           Affirmative
Covenants.  Unless Sunesis shall otherwise agree in writing,
the Company covenants and agrees that, so long as this Note is
outstanding:

       

      8.1           Notices.  

       

      (a)           Defaults.  The
Company will, promptly upon becoming aware thereof, notify Sunesis in writing of
any Event of Default, together with a reasonably detailed description thereof,
and the actions the Company proposes to take with respect thereto.

       

      (b)           Notice of
Litigation.  The Company will give notice to Sunesis in writing
within ten (10) business days of becoming aware of any litigation or proceedings
threatened in writing or any pending litigation and proceedings affecting the
Company or to which the Company is or becomes a party that could reasonably have
a Material Adverse Effect.

       

      8.2           Legal Existence and Good
Standing.  The Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its legal existence and
good standing in the State of Delaware and its good standing and qualification
to transact or do business in each jurisdiction in which the failure to so
qualify or be in good standing would have a Material Adverse
Effect.

       

      8.3           Taxes.  The
Company will duly pay and discharge, or cause to be paid and discharged, before
the same shall become overdue, all taxes, as well as all claims for labor,
materials, or supplies that if unpaid might by law become a lien or charge upon
any of its property or assets.


      
        
           


        

        
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      8.4           Covenant of the Company to
Reserve Stock.  At all times prior to the earlier of (a) the
conversion of this Note into Conversion Shares in accordance with the terms
hereof or (b) the Maturity Date, the Company shall reserve, out of its
authorized and unissued capital stock, an adequate number of Conversion Shares,
and shares of common stock into which the Conversion Shares are convertible or
exchangeable, such that the Conversion Shares and shares of common stock are
immediately issuable upon conversion of this Note.  If at any time the
number of authorized but unissued shares of capital stock shall not be
sufficient to enable the conversion of this Note into Conversion Shares, and the
shares of common stock into which the Conversion Shares are convertible or
exchangeable, in accordance with the terms hereof, the Company will take such
corporate action as may be necessary to increase its authorized but unissued
shares of capital stock to such number of shares of capital stock as shall be
sufficient for such purpose.

       

      9.           Negative
Covenants.  Without limiting the foregoing, the Company
covenants and agrees that, subject to Section 9.9 below, it shall not, so long
as this Note is outstanding, directly or indirectly do or cause, or propose to
do or cause, any of the following without the prior written consent of
Sunesis:

       

      9.1           Charter
Documents.  Cause or permit any amendment to its certificate of
incorporation or bylaws, each as in effect on the date hereof, to the extent it
could reasonably be expected to cause a material impairment of any rights of
Sunesis under this Note;

       

      9.2           Dividends; Changes in
Capital Stock.  Declare or pay any cash dividends or dividends
of property on, or make any other contributions (in cash or property) in respect
of, any of its capital stock or repurchase or otherwise acquire, directly or
indirectly, any shares of its capital stock (other than pursuant to repurchase
rights of the Company that permit the Company to repurchase securities from the
holders thereof at the original purchase price therefor in connection with the
termination of services as an employee of or consultant to the
Company);

       

      9.3           Related Party
Transactions.  Enter into or be a party to any transaction with
any director, officer, employee, significant stockholder or family member of or
consultant to any such person, corporation or other entity of which any such
person beneficially owns 10% or more of the equity interest or has 10% or more
of the voting power, or subsidiary or affiliate of the Company (a “Related Party Transaction”) except
as previously approved by a majority of the independent members of the Company’s
Board of Directors or if the Board of Directors has no independent members
unanimously approved by all members.  Any Related Party Transaction
shall be fair and reasonable to the Company and on terms no less favorable to
the Company than those that could be obtained from unaffiliated third
parties;

       

      9.4           Subsidiaries.  Permit
any subsidiary of the Company to take any action from which the Company would be
prohibited pursuant to this Section, except in the case of Section 9.2 for
intracompany transactions between the Company and its subsidiaries in the
ordinary course of business;

       

      9.5           Breach or Violate
Note.  Take any action that could reasonably be expected to
materially violate or breach, or result in a material violation or breach, of
the Company’s obligations under this Note;

       

      9.6           No
Impairment.  Take any action that could reasonable be expected
to deny Sunesis the anticipated benefits of the conversion rights provided in
this Note in any material respect, or, if this Note is not so converted, the
payment of any Principal Amount or accrued interest pursuant to the terms of
this Note; or

       

      9.7           General.  Authorize,
commit to, agree to take, or permit to occur any of the foregoing
actions.


      
        
           


        

        
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      9.8           Security
Interest.  As security for the prompt and complete payment in
full of the Principal Amount and interest due hereunder, the Company hereby
grants to Sunesis a first priority security interest in the Sunesis LFA-1
Patents, the Sunesis LFA-1 Know-How, and any Products, and all proceeds and
products thereof (collectively, the “Collateral”).  The
Company represents, warrants and agrees that except for (a) the security
interest granted hereunder or under any other Note issued by the Company to
Sunesis, (b) the grant of licenses under the Collateral (or any portion
thereof) to the Company’s Affiliates and third parties (including the grant of
any option to acquire any such license) and the grant by the Company’s
Affiliates and third parties of sublicenses under such licenses,
(c) transfers of the Collateral to the Company's Affiliates, and
(d) the grant by the Company to Sunesis of any rights or license under the
Collateral (or any portion thereof) pursuant to the Assignment Agreement, the
Company holds, and will continue to hold, the Collateral free and clear of all
liens and encumbrances, and will not, while any Principal Amount or interest
remain outstanding hereunder, create any lien or encumbrance of any kind
whatsoever on the Collateral.  The Company agrees that it will assist
Sunesis, at the request of Sunesis, in making such filings or taking such other
actions (including, without limitation, the execution of such documents) as may
be necessary or advisable for Sunesis to perfect its security interest hereunder
(including, without limitation, executing such UCC financing statements as
Sunesis requests).  In addition, Sunesis agrees that it will terminate
or amend as appropriate the UCC financing statement filed in connection with the
issuance of the Original Note to reflect necessary or advisable changes as a
result of the amendment and restatement of the Original Note.  If the
Company shall be in default of the terms of this Note, Sunesis shall have the
rights and remedies of a secured party under the Uniform Commercial Code of
California and any other applicable laws now or hereafter existing, all such
rights and remedies being cumulative, not exclusive, and enforceable
alternatively, successively or concurrently, at such time or times as Sunesis
deems expedient.

       

      9.9           Exclusions from Negative
Covenants.  Notwithstanding the foregoing, the provisions of
this Section 9 shall not prohibit (or require any consent from Sunesis with
respect to) (i) an amendment of the Company's Certificate of Incorporation
that is approved by the Company’s Board of Directors and stockholders in
accordance with applicable law, (ii) the authorization, sale, or issuance of
any equity or debt securities of the Company, including the entering into
of any agreement relating to the borrowing of money or the leasing of equipment
or any real or personal property, or (iii) a merger, acquisition,
reorganization, sale of all or substantially all of the Company’s assets, grant
of any exclusive or non-exclusive license (including the grant of any option to
acquire any such license) or similar transaction involving the Company that is
approved by the Company’s Board of Directors and stockholders in accordance with
applicable law, provided that
in no event shall the Company take any action that would directly and
adversely affect or impair the legal obligation of the Company to repay the
Principal Amount and accrued interest under this Note.

       

      10.           Limitation on Actions by
Sunesis;  Preservation of Licenses and
Sublicenses.  Notwithstanding any provision of this Note,
Sunesis covenants and warrants for the benefit of Company and any permitted
assignee or licensee of any of the Collateral that, in conjunction with or after
exercising its rights and remedies under this Note, Sunesis shall take the
Collateral subject to any licenses and sublicenses granted or authorized by the
Company and any options to acquire any such (sub)license, and that in no event
shall any exercise of rights or remedies under this Note with respect to the
Collateral terminate or otherwise interfere with the exercise by a licensee of
any such license.

       

      11.           Termination.  This
Note shall terminate upon the earlier of (i) the payment in full of the
Principal Amount and all accrued but unpaid interest or (ii) the conversion of
the Note into Private Placement Stock in accordance with Article 3
hereof.

       

      11.1           Termination of Security
Interest in connection with Termination of Note.  On such
termination of this Note, Sunesis agrees that its security interest in all of
the Collateral shall automatically terminate and Sunesis hereby authorizes the
Company and its counsel to execute and deliver lien releases, including the
filing of a Uniform Commercial Code financing statement amendment, to evidence
the termination of such security interest.

       

      
        
           


        

        
          -9-

          
            

          

        

        
           


        

      

       

      11.2           Termination of Security
Interest in connection with certain Transactions.  On the Sale
of the Company or Disposition of the Collateral that results in proceeds to the
Company in the amount of at least the then-outstanding principal amount and
accrued interest under the Notes, Sunesis agrees that its security interest in
the Collateral shall automatically terminate and Sunesis hereby authorizes the
Company and its counsel to execute and deliver lien releases, including the
filing of a Uniform Commercial Code financing statement amendment, to evidence
the termination of such security interest; provided, however, that
notwithstanding the foregoing in this Section 11.2, Sunesis shall retain a
security interest in the Company’s proceeds from a Sale of the Company or
Disposition of the Collateral that are equal to the then outstanding principal
amount and accrued interest under the Notes (including any interest that may
accrue after the date of such event).

       

      12.           Independent
Obligations.  The Company agrees and acknowledges that each
covenant contained in Sections 8, 9 and 10 constitutes an independent obligation
of the Company, not qualified by any other clause, and shall be deemed to be
cumulative.

       

      13.           Waiver of Presentment,
Etc.  The Company hereby, to the fullest extent permitted by
applicable law, waives presentment, demand, notice, protest, and all other
demands and notices in connection with delivery, acceptance, performance,
default, acceleration or enforcement of or under this Note.

       

      14.           Assignment.  This
Note may not be assigned or otherwise transferred, nor may any right or
obligations under this Note be assigned or transferred by either Party without
the consent of the other Party; provided, however, that either Sunesis or the
Company may, without such consent, assign this Note and its rights and
obligations hereunder to an Affiliate or in connection with the transfer or sale
of all or substantially all of its assets or business, or in the event of its
merger or consolidation or change in control or similar
transaction.  Any permitted assignee shall assume all obligations of
its assignor under this Note.  Any purported assignment by a Party in
violation of this Note shall be void.

       

      15.           Notices.  Any
notice, consent or report required or permitted to be given or made under this
Note by one Party to the other Party shall be in English and in writing,
delivered personally or by facsimile (receipt verified and a copy promptly sent
by personal delivery, U.S. first class mail or express courier providing
evidence of receipt, postage prepaid (where applicable)), or by U.S. first class
mail or express courier providing evidence of receipt, postage prepaid (where
applicable), at the following address for a Party (or such other address for a
Party as may be specified by like notice):

       

      To
Sunesis:

       

      Sunesis
Pharmaceuticals, Inc.

      395
Oyster Point Boulevard, Suite 400

      South San
Francisco CA 94080

      Attention:
Erik Bjerkholt

      Facsimile:
650-266-3506

      Phone:
650-266-3700

      


      To
SARcode:

      


      SARcode
Corporation

      343
Sansome Street

      Suite
505

      San
Francisco, CA 94104

      Attention:
CEO

      Facsimile:
415-217-8887

      Phone:
510-914-1896


      
        
           


        

        
          -10-

          
            

          

        

        
           


        

      


      


      All such
notices, consents or reports shall be effective upon receipt.

       

      16.           Applicable
Law.  This Note shall be governed by and construed in
accordance with the laws of State of California, without regard to the conflicts
of law principles thereof.

       

      17.           Dispute
Resolution.

       

      (a)           Referral to Senior
Management.  The Parties agree to attempt initially to solve
any dispute, claim or controversy arising under, out of, or in connection with
this Note (a “Dispute”) by
conducting good faith negotiations.  Any Dispute which cannot be
resolved by good faith negotiation within twenty (20) business days (or as
otherwise specified in this Note), shall be referred, by written notice from
either Party to the other, to the Chief Executive Officer, or authorized
representative designated by the Chief Executive Officer, of each
Party.  Such Chief Executive Officers (or their respective designees)
shall negotiate in good faith to resolve such Dispute through discussions
promptly following such written notice, and in any event within fifteen (15)
business days thereafter.  If the Chief Executive Officers of the
Parties (or their respective designees) are unable to resolve the Dispute within
thirty (30) business days, either Party may, by written notice to the other
Party, invoke the provisions of Section 17(b).

       

      (b)           Arbitration.  Except
as otherwise expressly provided in this Section 17, the Parties agree that if
they are unable to resolve any Dispute after referral to senior management as
set forth in Section 17(a) above, such Dispute may, upon written notice of
either Party to the other, be referred for resolution by final, binding
arbitration in accordance with the provisions of this Section 17.  The
arbitration shall be conducted by the Judicial Arbitration and Mediation
Services, Inc. (or any successor entity thereto) (“JAMS”) under its
rules of arbitration then in effect, except as modified in this
Note.  The arbitration shall be conducted in the English language, by
a single arbitrator.  The arbitrator shall engage an independent
expert with experience in the subject matter of the Dispute to advise the
arbitrator.  The Parties and the arbitrator shall use all reasonable
efforts to complete any such arbitration within six (6) months from the issuance
of notice of a referral of the Dispute to arbitration, unless a Party can
demonstrate to the arbitrator that the complexity of the issues or other reasons
warrant the extension of such six (6) month period.  Unless otherwise
mutually agreed upon by the Parties, the arbitration proceedings shall be
conducted in San Francisco, California.  The arbitrator shall
determine what discovery will be permitted, consistent with the goal of limiting
the cost and time which the Parties must expend for discovery; provided that the
arbitrator shall permit such discovery as he or she deems necessary to permit an
equitable resolution of the Dispute.  The Parties agree that they
shall share equally the cost of the arbitration filing and hearing fees, the
cost of the independent expert retained by the arbitrator, and the cost of the
arbitrator and administrative fees of JAMS.  Each Party shall bear its
own costs and attorneys’ and witnesses' fees and associated costs and
expenses.  Notwithstanding the foregoing, the Company will pay on
demand all costs of collection, including all court costs and reasonable
attorneys’ fees, paid or incurred by Sunesis in enforcing this Note after
default.

       

      (c)           Decisions of
Arbitrator.  Within three (3) months of the conclusion of the
arbitration, the arbitration decision shall be rendered in writing and must
specifically state the arbitrator’s findings of facts as well as the reasons
upon which the arbitrator’s decision is based.  The Parties agree that
the decision of the arbitrator shall be the sole, exclusive and binding remedy
between them regarding the Dispute presented to the arbitrator.  Any
decision of the arbitrator may be entered in a court of competent jurisdiction
for judicial recognition of the decision and an order of
enforcement.  The arbitration proceedings and the decision of the
arbitrator shall not be made public without the joint consent of the Parties and
each Party shall maintain the confidentiality of such proceedings and decision
unless each Party otherwise agrees in writing; provided that either Party may
make such disclosures as are required to comply with applicable law (including
disclosure to actual or potential investors).  Pending the
establishment of the arbitral tribunal or pending the arbitral tribunal’s
determination of the merits of any Dispute, either Party may seek appropriate
interim or provisional relief from any court of competent jurisdiction as
necessary to protect the rights or property of that Party.


      
        
           


        

        
          -11-

          
            

          

        

        
           


        

      

       

      18.           LIMITATION OF
LIABILITY.  NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY
PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES ARISING OUT OF
THIS NOTE, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY.

       

      19.           Interpretation.  The
captions to the several Sections of this Note are not a part of this Note, but
are included for convenience of reference and shall not affect its meaning or
interpretation.  In this Note: (a) the word “including” shall be
deemed to be followed by the phrase “without limitation” or like expression; (b)
the singular shall include the plural and vice versa; and (c) masculine,
feminine and neuter pronouns and expressions shall be
interchangeable.

       

      20.           Waiver;
Amendment.  Except as otherwise expressly provided in this
Note, any term of this Note may be waived only by a written instrument executed
by a duly authorized representative of the Party waiving
compliance.  The delay or failure of any Party at any time to require
performance of any provision of this Note shall in no manner affect such Party’s
rights at a later time to enforce the same.  This Note may be amended,
and any term of this Note may be modified, only by a written instrument executed
by a duly authorized representative of each Party.

       

      21.           Counterparts.  This
Note may be executed in two (2) or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

       

      22.           Binding
Effect.  This Note shall be binding upon and inure to the
benefit of the Parties and their respective legal representatives, successors
and permitted assigns.

       

      [The
remainder of this page is intentionally left blank]


      
        
           


        

        
          -12-

          
            

          

        

        
           


        

      

       

      In Witness
Whereof, the Company has executed and delivered this Amended and Restated
Convertible Secured Promissory Note as an instrument under seal as of the date
first above written.


      


      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  SARCODE
      CORPORATION.

                                
	 
      	 
      
	
                                  By:

                                	 
      
	 	 
	
                                  Name:

                                	 
      
	 	 
	
                                  Title:

                                	 
      


                        

                      

                    

                  

                

              

            

          

        

      

      


      


      
        
          
            
              
                
                  
                    
                      	
                              Acknowledged and Agreed:

                            
	 
      
	
                              SUNESIS
      PHARMACEUTICALS, INC.

                            
	 
      	 
      
	
                              By:

                            	 
      
	 	 
	
                              Name:

                            	 
      
	 	 
	
                              Title:

                            	 
      


                    

                  

                

              

            

          

        

      

      


      [Signature
Page to Amended and Restated Convertible Secured Promissory
Note]



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
A

      


      List
of Sunesis LFA-1 Patents


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Country

                                      	 	
                                        Appln No.

                                      	 	
                                        Filed

                                      	 	
                                        Publn No.

                                      	 	
                                        Published

                                      	 	
                                        Patent No.

                                      	 	
                                        Granted

                                      	 	
                                        Status

                                      
	
                                        US

                                      	 	 	
                                        60/372,672

                                      	 	
                                        15-Apr-02

                                      	 	 	 	 
      	 	 	 	 
      	 	
                                        Expired

                                      
	
                                        US

                                      	 	 	
                                        60/390,527

                                      	 	
                                        21-Jun-02

                                      	 	 	 	 
      	 	 	 	 
      	 	
                                        Expired

                                      
	
                                        US

                                      	 	 	
                                        60/462,640

                                      	 	
                                        14-Apr-03

                                      	 	 	 	 
      	 	 	 	 
      	 	
                                        Expired

                                      
	
                                        US

                                      	 	 	
                                        60/517,535

                                      	 	
                                        5-Nov-03

                                      	 	 	 	 
      	 	 	 	 
      	 	
                                        Expired

                                      
	
                                        US

                                      	 	 	
                                        60/560,517

                                      	 	
                                        8-Apr-04

                                      	 	 	 	 
      	 	 	 	 
      	 	
                                        Expired

                                      
	
                                        US

                                      	 	 	
                                        10/982,463

                                      	 	
                                        5-Nov-04

                                      	 	 	2005-0267098	 	
                                        1-Dec-05

                                      	 	 	7,314,938	 	
                                        1-Jan-08

                                      	 	
                                        Granted

                                      
	
                                        US

                                      	 	 	
                                        11/978,388

                                      	 	
                                        29-Oct-07

                                      	 	 	2008-0176896	 	
                                        24-Jul-08

                                      	 	 	 	 	 
      	 	
                                        Pending

                                      
	
                                        US

                                      	 	 	
                                        11/934,049

                                      	 	
                                        1-Nov-07

                                      	 	 	2008-0182839	 	
                                        31-Jul-08

                                      	 	 	 	 	 
      	 	
                                        Pending

                                      
	
                                        PCT

                                      	 	
                                        PCT/US04/36942

                                      	 	
                                        5-Nov-04

                                      	 	
                                        WO
      2005/044817

                                      	 	
                                        19-May-05

                                      	 	 	 	 	 
      	 	
                                        Nat'l
      Phase

                                      
	
                                        Australia

                                      	 	 	
                                        2004287875

                                      	 	
                                        5-Nov-04

                                      	 	 	 	 	 
      	 	 	 	 	 
      	 	
                                        Pending

                                      
	
                                        Canada

                                      	 	 	
                                        2,544,678

                                      	 	
                                        5-Nov-04

                                      	 	 	 	 	 
      	 	 	 	 	 
      	 	
                                        Pending

                                      
	
                                        China

                                      	 	 	
                                        0480039802.8

                                      	 	
                                        5-Nov-04

                                      	 	 	1902195	A	
                                        24-Jan-07

                                      	 	 	 	 	 
      	 	
                                        Pending

                                      
	
                                        EPO

                                      	 	 	
                                        04810406.1

                                      	 	
                                        5-Nov-04

                                      	 	 	1682537	 	
                                        26-Jul-06

                                      	 	 	 	 	 
      	 	
                                        Pending

                                      
	
                                        Hong
      Kong

                                      	 	 	
                                        07102904.4

                                      	 	
                                        19-Mar-07

                                      	 	 	1095815	 	
                                        18-May-07

                                      	 	 	 	 	 
      	 	
                                        Pending

                                      
	
                                        India

                                      	 	
                                        1233/KOLNP

                                      	 	
                                        5-Nov-04

                                      	 	 	 	 	 
      	 	 	 	 	 
      	 	
                                        Pending

                                      
	
                                        Japan

                                      	 	 	
                                        06-539668

                                      	 	
                                        5-Nov-04

                                      	 	 	2007-513081	 	
                                        24-May-07

                                      	 	 	 	 	 
      	 	
                                        Pending