CONSULTING AGREEMENT

This Consulting Agreement (the “ Agreement ”) is entered into by and between Sunesis Pharmaceuticals, Inc. (“ SUNESIS ”) and Robert McDowell, Ph.D. (“ CONSULTANT ”). SUNESIS desires to have CONSULTANT serve as a non-exclusive consultant to SUNESIS under the terms of this Agreement.

NOW, THEREFORE, CONSULTANT and SUNESIS agree as follows:

a.   Consulting Services . During the term of this Agreement, CONSULTANT will provide consulting services (the “ Services ”) to SUNESIS as described on Exhibit A attached to this Agreement. CONSULTANT shall use best efforts to perform the Services in a manner satisfactory to SUNESIS. Without limiting the foregoing, CONSULTANT shall provide Services to SUNESIS in accordance with generally accepted professional standards as applied to similar projects performed under similar conditions prevailing in the industry at the time such Services are rendered to SUNESIS. CONSULTANT shall not subcontract any portion of CONSULTANT’s duties or obligations under this Agreement without the prior written consent of SUNESIS.

b.   SUNESIS Liaison; Reports . CONSULTANT will report to the SUNESIS representative or agent (hereinafter, the “ SUNESIS Liaison ”, specified on Exhibit A ) concerning the Services performed under this Agreement. The nature and frequency of these reports will be left to the discretion of the SUNESIS Liaison. Any and all such reports prepared by Consultant shall be the Confidential Information (as defined below) and sole property of SUNESIS.

c.   Support . SUNESIS may from time to time provide CONSULTANT with such support facilities and space at SUNESIS as may be required in SUNESIS’ sole judgment to enable CONSULTANT to properly perform the Services. Notwithstanding the foregoing, CONSULTANT shall be responsible for securing, at CONSULTANT’s sole expense, such other facilities, equipment, space and any other items that are not expenses per Section 1(d) below that are required by CONSULTANT to perform the Services.

d.   Compensation . In consideration for CONSULTANT’s performance of Services, SUNESIS will pay CONSULTANT in accordance with the fees and payment terms set forth in Exhibit A . CONSULTANT shall send SUNESIS an invoice monthly for services rendered. Unless otherwise set forth in Exhibit A, SUNESIS shall make payments to CONSULTANT within fifteen (15) days of invoice receipt.

e.   Expenses . CONSULTANT shall be reimbursed for any reasonable expenses incurred while performing Services on behalf of SUNESIS, including travel expenses (i.e. airfare, meals and lodging). Any air travel on behalf of SUNESIS shall be coach class unless otherwise mutually agreed by the parties. As a condition to receipt of reimbursement, CONSULTANT shall be required to submit to SUNESIS reasonable evidence that the amount involved was expended and related to Services provided under this Agreement.

a.   Confidential Information . As used in this Agreement, the term “ Confidential Information ” means information (A) pertaining to any aspects of SUNESIS’ business, including but not limited to its research, technical data, products, services, plans for products or services, customers and potential customers, markets and marketing, finances, financial projections, employees (including employee compensation), patents, patent applications, developments, inventions, processes, designs, drawings, engineering, formulae, regulatory information, medical reports, clinical data and analysis, compounds, chemical structures, compositions, microorganisms or other cell types, proteins, peptides, reagents, cell lines, genetic or other biological materials, chemical formulas, business plans, and agreements with third parties, disclosed to CONSULTANT by SUNESIS either directly or indirectly in writing, orally or otherwise, or (B) created by CONSULTANT as part of the Services, whether or not during working hours. Confidential Information also includes any information, which SUNESIS has received from a third party which SUNESIS is obligated to treat as confidential or proprietary. Notwithstanding the foregoing, Confidential Information shall not include information that CONSULTANT can demonstrate by competent written proof: (i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of CONSULTANT; (ii) was known to CONSULTANT, other than under an obligation of confidentiality, at the time of disclosure; (iii) was received by CONSULTANT from a third party authorized to make such disclosure; or (iv) is independently developed by CONSULTANT without any use of Confidential Information.

b.   Confidentiality Obligations .  

i.   CONSULTANT shall not, during the term of this Agreement or for ten (10) years after the date of expiration or termination of this Agreement, use any Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of SUNESIS, or disclose Confidential Information to any third party. CONSULTANT agrees not to make copies of Confidential Information except as authorized by SUNESIS. CONSULTANT agrees that Confidential Information, including any copies thereof, shall remain the sole property of SUNESIS. Without SUNESIS’ prior written approval, CONSULTANT will not directly or indirectly disclose to anyone the existence of this Agreement or the fact that CONSULTANT has this arrangement with SUNESIS.  

ii.   CONSULTANT shall take all reasonable precautions to prevent any unauthorized use, access or disclosure of Confidential Information, including but not limited to (i) using the highest degree of care that it utilizes to protect its own most sensitive confidential information of a similar nature, (ii) maintaining any such Confidential Information or any information derived therefrom wholly separate from information provided to CONSULTANT by any third party or belonging thereto, (iii) not taking any such Confidential Information into the facilities of any third party, (iv) not copying or reverse engineering any such Confidential Information, except to the extent necessary to perform the Services, and (v) immediately informing SUNESIS, in writing, of any actual or suspected unauthorized use, disclosure or access to Confidential Information.

iii.   Upon expiration or termination of this Agreement, or upon SUNESIS’ earlier request, CONSULTANT will deliver to SUNESIS all Confidential Information and any property relating thereto and all tangible embodiments thereof in CONSULTANT’s possession or control.

iv.   This Section 2(b) shall not prevent CONSULTANT from disclosing Confidential Information that it is required to disclose pursuant to an order or requirement of a court or other governmental agency; provided, however , CONSULTANT shall provide prompt notice to SUNESIS of such order or requirement to enable SUNESIS the opportunity to seek a protective order or otherwise prevent or restrict such disclosure.

a.   Inventions . CONSULTANT agrees that all information (including, without limitation, business plans and/or business information), technology, know-how, materials, notes, records, designs, discoveries, formulae, compositions, processes, devices, trade secrets, trademarks, inventions, developments, original works of authorship, concepts, improvements, methods, techniques, and ideas, whether or not patentable or registrable under copyright or similar laws, discovered or developed or conceived or reduced to practice by CONSULTANT, solely or in collaboration with others, (i) in the course of or as a result of performing the Services, (ii) through use of information disclosed by SUNESIS, (iii) through funding provided by SUNESIS, and/or (iv) from use of premises or materials owned, leased or contracted for by SUNESIS (collectively, “ Inventions ”) are the sole property of SUNESIS. CONSULTANT also agrees to assign (or cause to be assigned) and hereby irrevocably assigns fully to SUNESIS, or SUNESIS’ designee, all right, title and interest throughout the world in and to the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating to all Inventions. CONSULTANT will not disclose Inventions to any person outside SUNESIS unless requested to do so by the President of SUNESIS.

b.   Further Assistance . Without further compensation, CONSULTANT hereby agrees promptly to disclose to SUNESIS all Inventions. CONSULTANT agrees to sign, execute and acknowledge or cause to