AMENDED AND RESTATED CONVERTIBLE SECURED PROMISSORY NOTE

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.

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.

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:

(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.

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.

(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.

(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