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Exhibit 10.1




T HIS A GREEMENT (the “ Agreement ”) is made and entered into as of this 29 th day of March, 2010, by and among S UNESIS P HARMACEUTICALS , I NC ., a Delaware corporation (the “ Company ”), and the persons and entities listed on Exhibit A hereto (the “ Investors ”).


A. The Company and the Investors wish to amend that certain Investor Rights Agreement, dated April 3, 2009, as amended June 29, 2009 and October 27, 2009 (as amended, the “ Rights Agreement ”), by and among the Company and the Investors (as defined in the Rights Agreement);

B. Pursuant to Section 8(c) of the Rights Agreement, Section 7(b) of the Rights Agreement may be amended only by written consent of the Company, the Majority Investors (as defined in the Rights Agreement) and Alta Partners, Bay City Capital, NEA and Nextech (each as defined in the Rights Agreement); and

C. The undersigned hold or have the right to acquire at least a majority-in-interest of the total Unit Shares and constitute the Majority Investors and include Alta Partners, Bay City Capital, NEA and Nextech (collectively, the “ Requisite Investors ”).


N OW , T HEREFORE , in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. A MENDMENT TO R IGHTS A GREEMENT . All capitalized terms not otherwise defined in this Section 2 shall be as defined in the Rights Agreement. The Company and the undersigned hereby agree that Section 7(b)(2) of the Rights Agreement is hereby amended and restated to read as follows:

“Subject to Section 7(b)(6) below, from and after the earlier to occur of (i) the Second Unit Closing, (ii) the Common Equity Closing and (iii) the closing of an Alternative Common Stock Financing in which the Investors exercise preemptive rights pursuant to the terms of this Agreement and, as a result, beneficially own greater than a majority of the Company’s voting stock as of such closing, the Company shall take all appropriate action to promptly establish and maintain the size of the Board at nine (9) members, five (5) of which shall be Investor Designees and nominated in accordance with the provisions of this Section 7(b). Alta Partners, Bay City Capital, NEA and Nextech, together with their respective affiliates, shall each have the right to designate one (1) such Investor Designee. Notwithstanding the foregoing, the Company’s obligation to set and maintain the size of the Board at nine (9) members and the Investors’ right to designate five (5) Investor Designees pursuant to this Section 7(b)(2) shall not be effective prior to May 1 , 2010 or such later date as determined by the Majority Investors. On or prior to January 20 of each year in which the Majority Investors have rights pursuant to this Section 7(b) (assuming the Company has made a request therefor at least five (5) Trading Days prior thereto), and within five (5) Trading Days of the request by the Company in connection with the preparation of a proxy statement with respect to the election of memb

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