Warrant(s)

Warrant(s). The warrants to purchase shares of Common Stock issued to the Investors pursuant to the Note and Warrant Purchase Agreement, the form of which is attached to the Note and Warrant Purchase Agreement as Exhibit B.

Warrant(s). Means the Warrants issued pursuant to the Purchase Agreement. The Placement Agent and/or its designees also received placement agent warrants as compensation for services rendered in connection with the transactions set forth in the Purchase Agreement, which warrants shall also constitute Warrants for all purposes hereunder

Warrant(s). Collectively the Series B Warrants, Series D Warrants and Series E Warrants

Warrant(s). Means the warrants to purchase an aggregate of 723,627 shares of Common Stock granted to the Original Investors prior to the date of the First Amended and Restated Registration Rights Agreement.

Warrant(s). Warrants to purchase Common Stock of the Company at a price of $0.125 per share, in the form attached hereto as Exhibit D

Warrant(s). Shall have the meaning set forth in the Background section

Warrant(s). The meaning specified in the introduction to this Warrant

Warrant(s). The Company's Class D Warrants

Warrant(s). Means the warrant to purchase an aggregate of 3,378,379 shares of Common Stock, dated concurrently with this Agreement, issued by the Company to the Initial Investor and any replacement or successor warrants issued in accordance with the terms thereof.

Warrant(s). Means the Warrants to Purchase Shares of Common Stock of Sunesis Pharmaceuticals, Inc issued pursuant to the Purchase Agreement.