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0000950123-10-063082.txt : 20100701 0000950123-10-063082.hdr.sgml : 20100701 20100701135101 ACCESSION NUMBER: 0000950123-10-063082 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100701 DATE AS OF CHANGE: 20100701 GROUP MEMBERS: BAY CITY CAPITAL FUND V CO-INVESTMENT FUND, L.P. GROUP MEMBERS: BAY CITY CAPITAL FUND V, L.P. GROUP MEMBERS: BAY CITY CAPITAL MANAGEMENT V LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUNESIS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001061027 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943295878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81034 FILM NUMBER: 10930102 BUSINESS ADDRESS: STREET 1: 395 OYSTER POINT BOULEVARD STREET 2: SUITE 400 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-266-3500 MAIL ADDRESS: STREET 1: 395 OYSTER POINT BOULEVARD STREET 2: SUITE 400 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: MOSAIC PHARMACEUTICALS INC DATE OF NAME CHANGE: 19980709 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAY CITY CAPITAL LLC CENTRAL INDEX KEY: 0001288452 IRS NUMBER: 943272448 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 750 BATTERY STREET STE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4156763830 MAIL ADDRESS: STREET 1: 750 BATTERY STREET STE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: BAY CITY CAPITAL FUND LLC DATE OF NAME CHANGE: 20040423 SC 13D/A 1 f56236sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Sunesis Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

867328502

(CUSIP Number)

Judy Koh
Chief Financial Officer
Bay City Capital LLC
750 Battery Street, Suite 400
San Francisco, California 94111
(415) 676-3830

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

July 1, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

NAMES OF REPORTING PERSONS:

BAY CITY CAPITAL FUND V, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

DELAWARE

SOLE VOTING POWER:

NUMBER OF

0 SHARES OF COMMON STOCK

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

43,823,521 SHARES OF COMMON STOCK (A)

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

0 SHARES OF COMMON STOCK

WITH

SHARED DISPOSITIVE POWER:

43,823,521 SHARES OF COMMON STOCK (A)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

43,823,521 SHARES OF COMMON STOCK (A)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

18.96%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

(A) Please see Item 5. This includes 33,828,531 shares of Common Stock and Warrants exercisable for a total of 9,994,990 shares of Common Stock.

NAMES OF REPORTING PERSONS:

BAY CITY CAPITAL FUND V CO-INVESTMENT FUND, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

DELAWARE

SOLE VOTING POWER:

NUMBER OF

0 SHARES OF COMMON STOCK

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

43,823,521 SHARES OF COMMON STOCK (A)

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

0 SHARES OF COMMON STOCK

WITH

SHARED DISPOSITIVE POWER:

43,823,521 SHARES OF COMMON STOCK (A)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

43,823,521 SHARES OF COMMON STOCK (A)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

18.96%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

(A) Please see Item 5. This includes 33,828,531 shares of Common Stock and Warrants exercisable for a total of 9,994,990 shares of Common Stock.

NAMES OF REPORTING PERSONS:

BAY CITY CAPITAL MANAGEMENT V LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

DELAWARE

SOLE VOTING POWER:

NUMBER OF

43,823,521 SHARES OF COMMON STOCK (A)

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

0 SHARES OF COMMON STOCK

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

43,823,521 SHARES OF COMMON STOCK (A)

WITH

SHARED DISPOSITIVE POWER:

0 SHARES OF COMMON STOCK

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

43,823,521 SHARES OF COMMON STOCK (A)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

18.96%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

(A) Please see Item 5. This includes 33,828,531 shares of Common Stock and Warrants exercisable for a total of 9,994,990 shares of Common Stock.

NAMES OF REPORTING PERSONS:

BAY CITY CAPITAL LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

DELAWARE

SOLE VOTING POWER:

NUMBER OF

43,823,521 SHARES OF COMMON STOCK (A)

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

0 SHARES OF COMMON STOCK

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

0
43,823,521 SHARES OF COMMON STOCK (A)

WITH

SHARED DISPOSITIVE POWER:

0 SHARES OF COMMON STOCK

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

43,823,521 SHARES OF COMMON STOCK (A)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

18.96%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

(A) Please see Item 5. This includes 33,828,531 shares of Common Stock and Warrants exercisable for a total of 9,994,990 shares of Common Stock.

ITEM 1. SECURITY AND ISSUER.

This statement relates to shares of voting common stock, par value $0.0001 per share (“Common Stock”), of Sunesis Pharmaceuticals, Inc., a Delaware corporation (“Sunesis” or the “Issuer”). The Issuer’s principal executive offices are located at 395 Oyster Point Boulevard, Suite 400, South San Francisco, CA 94080.

ITEM 2. IDENTITY AND BACKGROUND.

This statement is being filed by (1) Bay City Capital Fund V, L.P., a Delaware limited partnership (“Fund V”), (2) Bay City Capital Fund Co-Investment Fund V, L.P., a Delaware limited partnership (“Co-Investment V” and together with Fund V, the “Purchasers”), (3) Bay City Capital Management V, LLC, a Delaware limited liability company (“Management V”) and (4) Bay City Capital LLC, a Delaware limited liability company (“BCC”). BCC is the manager of Management V. Management V is the general partner of Fund V and Co-Investment V. BCC is also an advisor to Fund V and Co-Investment V. Fund V, Co-Investment V, Management V and BCC are sometimes collectively referred to herein as the “Reporting Persons.” The agreement among the Reporting Persons relating to the joint filing of this statement is attached as Exhibit 1 hereto. The address of the principal business and office of each of the Reporting Persons is 750 Battery Street, Suite 400, San Francisco, California 94111.

The principal business of Fund V and Co-Investment V is investing in life sciences companies. The principal business of Management V is to serve as the general partner of Fund V, Co-Investment V and other pooled investment vehicles formed to invest in parallel with Fund V and Co-Investment V. The principal business of BCC is to serve as an advisor to life science investors, principally those investment funds sponsored by it or its owners, and to serve as the manager of the general partners of such funds.

During the last five years, none of the Reporting Persons has (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the members of BCC and Management V are listed on Schedule 1 hereto and is incorporated by reference herein.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Pursuant to the terms of that certain Securities Purchase Agreement, dated March 31, 2009 (the “Purchase Agreement”), by and among the Issuer, the Purchasers and the other investors that are parties thereto (together with the Purchasers, the “Investors”), Fund V and Co-Investment V purchased units consisting of an aggregate of (i) 666,333 shares of the Issuer’s Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), and (ii) warrants to purchase 6,663,330 shares of Common Stock (the “Warrants”) on April 3, 2009 for an aggregate purchase price of $2,298,851 (the “First Unit Closing”). Each share of Series A Preferred Stock was initially convertible into 10 shares of Common Stock, subject to adjustment for any stock dividends, combinations, stock splits, recapitalizations and the like. The Warrants are exercisable at any time within seven (7) years of the date of issuance at an exercise price of $0.22 per share, provided that stockholder approval must be obtained before any Investor can exercise Warrants that would result in such Investor beneficially owning in excess of 19.99% of the Issuer’s issued and outstanding voting capital stock.

On June 29, 2009 and October 27, 2009, the Issuer and the Investors entered into the Agreement Regarding Private Placement of Securities (the “First Amendment Agreement”) and the Second Agreement Regarding Private Placement of Securities (the “Second Amendment Agreement”), respectively, to amend certain terms of the Purchase Agreement and the Investor Rights Agreement (as defined below). On October 30, 2009, pursuant to the Purchase Agreement, as amended, Fund V and Co-Investment V purchased additional units consisting of an aggregate of (i) 333,166 shares of Series A Preferred Stock and (ii) Warrants to purchase 3,331,660 shares of Common Stock, for an aggregate purchase price of $1,149,425 (the “Second Unit Closing”).

On January 19, 2010 and March 29, 2010, the Issuer and the Investors entered into the Third Agreement Regarding Private Placement of Securities (the “Third Amendment Agreement”) and the Fourth Agreement Regarding Private Placement of Securities (the “Fourth Amendment Agreement,” and together with the First Amendment Agreement, the Second Amendment Agreement and the Third Amendment Agreement, the “Amendment Agreements”), respectively, to amend certain terms of the Purchase Agreement and the Investor Rights Agreement. On June 30, 2010, pursuant to the Purchase Agreement, as amended, Fund V and Co-Investment V purchased 23,824,450 shares of Common Stock (the Common Stock purchased at the Common Equity Closing (as defined below), together with the Series A Preferred Stock and the Warrants, are referred to as the “Securities”), for an aggregate purchase price of $6,551,724 (the “Common Equity Closing”).

Concurrently with the consummation of the Common Equity Closing, each share of Series A Preferred Stock purchased by the Purchasers was converted into shares of Common Stock.

The source of funds for the acquisition of the Securities was from capital contributions from the respective partners of each of the Purchasers.

ITEM 4. PURPOSE OF TRANSACTION.

Fund V and Co-Investment V purchased the Securities for investment purposes with the aim of increasing the value of the investment and the Issuer.

The Reporting Persons may, from time to time, investigate, evaluate, discuss, negotiate or agree to exercise all or a portion of the Warrants, acquire additional shares of Common Stock from the Issuer or third parties and/or investigate, evaluate, discuss, negotiate or agree to retain and/or sell, exchange or dispose all or a portion of the shares of Common Stock, Warrants and/or Common Stock issued upon exercise of the Warrants or in other acquisitions, in the open market, in privately negotiated transactions to the Issuer or third parties or through distributions to their respective partners, in change of control transactions or tender offers, or otherwise. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Common Stock; general market and economic conditions; ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities; contractual obligations; securities law compliance; and other future developments.

Except as set forth in this Item 4 and Item 6 below, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

As of the close of business on June 30, 2010, Fund V, Co-Investment Fund V, Management V and BCC owned directly and/or indirectly the following shares:


Name of Investor	Number of Total Shares	*Percentage of Outstanding Shares()**
Fund V	43,823,521 (1)		18.96	%
Co-Investment V	43,823,521 (1)		18.96	%
Management V	43,823,521 (1) (**)		18.96	%
BCC	43,823,521 (1) (**)		18.96	%


(*)		All percentages in this table are based on (i) 221,175,163 shares of Common Stock of the Issuer outstanding as of June 30, 2010, plus (ii) shares of Common Stock deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i) with respect to such Reporting Person.

(**) Certain Reporting Persons disclaim beneficial ownership as set forth below.

(1) Includes 33,819,440 shares of Common Stock, Warrants exercisable for a total of 9,994,990 shares of Common Stock and 9,091 shares of Common Stock acquired by BCC prior to the execution of the Purchase Agreement and directly owned by BCC.

Fund V and Co-Investment V, respectively, have shared voting and dispositive power with respect to the shares held by Fund V and Co-Investment V, respectively. Management V has sole voting and dispositive power with respect to the shares held by Fund V and Co-Investment V. Management V disclaims beneficial ownership of these shares, except to the extent of its pecuniary interest therein. BCC has sole voting and dispositive power with respect to the shares held by Fund V and Co-Investment V. BCC disclaims beneficial ownership of these shares, except to the extent of its pecuniary interest therein.

Except as set forth herein, none of the Reporting Persons have effected any transaction in Issuer stock during the past 60 days.

Except as set forth herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Securities or the underlying Common Stock.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Investor Rights Agreement

The Issuer and the Investors entered into an Investor Rights Agreement, dated April 3, 2009 (the “Investor Rights Agreement”), as amended by the Amendment Agreements. Pursuant to the Investor Rights Agreement, as amended, the Issuer has agreed to register the resale of the shares of Common Stock (i) issued upon conversion of the shares of Series A Preferred Stock, (ii) issued or issuable upon exercise of the Warrants and (iii) issued in connection with the Common Equity Closing (collectively, the “Registrable Securities”). The Issuer will file a registration statement (the “Initial Registration Statement”) on Form S-3 to register the resale of the Registrable Securities within forty-five calendar days following the consummation of the Common Equity Closing. If the Issuer is not permitted to include all Registrable Securities in such registration as a result of Rule 415, it will file amendments and/or additional registration statements covering the maximum number of Registrable Securities. The Issuer will use its commercially reasonable best efforts to cause each registration statement to become effective within ninety days of filing, unless reviewed. The Issuer will also use its commercially reasonable best efforts to keep the registration statement effective until all shares cease to be Registrable Securities.

The Issuer will file a registration statement with respect to the Registrable Securities for an underwritten offering upon the written request of the holders of at least a majority of the Registrable Securities, provided that (i) the Issuer is not permitted to include all Registrable Securities in the Initial Registration Statement, (ii) the per share fair market value of the Common Stock has been at least $0.66 for a period of thirty trading days with an average daily trading volume during such period of at least 200,000 shares (subject to adjustment for any stock dividends, combinations, splits and recapitalizations) and (iii) the aggregate offering price is at least $10,000,000. The Issuer may decline or postpone the filing of such registration statement under certain circumstances described in the Investor Rights Agreement, as amended. The Issuer has agreed to indemnify

the Purchasers and related persons against certain liabilities under the securities laws in connection with the sale of securities under such registration statements.

Pursuant to the Investor Rights Agreement, as amended, the size of the Issuer’s board of directors will be increased to nine members, and the Investors holding a majority of the Registrable Securities will be entitled to designate, and the Issuer will be required to nominate, five members to the Issuer’s board of directors. Alta BioPharma Partners III, L.P., Bay City Capital L.P., New Enterprise Associates and Nextech Ventures, together with their respective affiliates, each have the right to designate one such investor designee.

A copy of the Investor Rights Agreement and the Amendment Agreements are filed as Exhibits 3 through 7, and are incorporated by reference herein.

Warrants

The Warrants permit the holder to purchase shares of Common Stock at an exercise price of $0.22 per share during the exercise period, which expires seven (7) years from the date of issuance. Payment of the exercise price may be made in cash, or, subject to certain exceptions, by net exercise. The exercise price and the number of shares issuable upon exercise of the Warrants is subject to adjustment for any stock dividends, combinations, stock splits, and the like. Stockholder approval must be obtained before any Investor can exercise Warrants that would result in such Investor beneficially owning in excess of 19.99% of the Issuer’s issued and outstanding voting capital stock.

A copy of the Form of Warrant is filed as Exhibit 8 hereto and is incorporated by reference herein.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.


Exhibit 1		Joint Filing Agreement

Exhibit 2		Securities Purchase Agreement, dated March 31, 2009, by and among Sunesis Pharmaceuticals, Inc., Bay City Capital Fund V, L.P., Bay City Capital Fund V Co-Investment Fund, L.P. and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on April 3, 2009)

Exhibit 3		Agreement Regarding Private Placement of Securities of Sunesis Pharmaceuticals, Inc. dated June 29, 2009, by and among Sunesis Pharmaceuticals, Inc., Bay City Capital Fund V, L.P., Bay City Capital Fund V Co-Investment Fund, L.P. and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on July 2, 2009)

Exhibit 4		Second Agreement Regarding Private Placement of Securities of Sunesis Pharmaceuticals, Inc. dated October 27, 2009, by and among Sunesis Pharmaceuticals, Inc., Bay City Capital Fund V, L.P., Bay City Capital Fund V Co-Investment Fund, L.P. and the other parties thereto (incorporated by reference to Exhibit 10.66 to the Issuer’s Current Report on Form 8-K filed on November 2, 2009)

Exhibit 5		Third Agreement Regarding Private Placement of Securities of Sunesis Pharmaceuticals, Inc., dated January 19, 2010, by and among Sunesis Pharmaceuticals, Inc., Bay City Capital Fund V, L.P., Bay City Capital Fund V Co-Investment Fund, L.P. and the other parties thereto (incorporated by reference to Exhibit 10.67 to the Issuer’s Current Report on Form 8-K filed on January 21, 2010)

Exhibit 6		Fourth Agreement Regarding Private Placement of Securities of Sunesis Pharmaceuticals, Inc., dated March 29, 2010, by and among Sunesis Pharmaceuticals, Inc., Bay City Capital Fund V, L.P., Bay City Capital Fund V Co-Investment Fund, L.P. and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on April 2, 2010)

Exhibit 7		Investor Rights Agreement, dated April 3, 2009, by and among Sunesis Pharmaceuticals, Inc., Bay City Capital Fund V, L.P., Bay City Capital Fund V Co-Investment Fund, L.P. and the other parties thereto (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed on April 3, 2009)

Exhibit 8		Form of Warrant to Purchase Common Stock of Sunesis Pharmaceuticals, Inc., issued to Bay City Capital Fund V, L.P. and Bay City Capital Fund V Co-Investment Fund, L.P. (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed on April 3, 2009)

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: July 1, 2010


/s/ Fred Craves Fred Craves, Chairman and Managing Director
Bay City Capital LLC

for itself, for and on behalf of Bay City Capital Management V LLC in its capacity as manager thereof, and for and on behalf of Bay City Capital Fund V, L.P. and Bay City Capital Fund V Co-Investment Fund, L.P. in its capacity as manager of Bay City Capital Management V LLC, the general partner of Bay City Capital Fund V, L.P. and Bay City Capital Fund V Co-Investment Fund, L.P.

SCHEDULE 1

Members of Management V

Fred Craves
c/o Bay City Capital LLC
750 Battery Street, Suite 400
San Francisco, CA 94111
Principal Occupation: Chairman and Managing Director of Bay City Capital LLC
Citizenship: U.S.A.

Carl Goldfischer
c/o Bay City Capital LLC
750 Battery Street, Suite 400
San Francisco, CA 94111
Principal Occupation: Managing Director of Bay City Capital LLC
Citizenship: U.S.A.

BF5 GP Investors, LLC
71 South Wacker Drive
Chicago, IL 60606
Principal Business: Hold membership interest in Bay City Capital Management V LLC

Kirby Bartlett
c/o Bay City Capital LLC
750 Battery Street, Suite 400
San Francisco, CA 94111
Principal Occupation: Partner of Bay City Capital LLC
Citizenship: U.S.A.

Ross Bersot
c/o Bay City Capital LLC
750 Battery Street, Suite 400
San Francisco, CA 94111
Principal Occupation: Partner of Bay City Capital LLC
Citizenship: U.S.A.

Lionel Carnot
c/o Bay City Capital LLC
750 Battery Street, Suite 400
San Francisco, CA 94111
Principal Occupation: Partner of Bay City Capital LLC
Citizenship: Switzerland

Jeanne Cunicelli
c/o Bay City Capital LLC
750 Battery Street, Suite 400
San Francisco, CA 94111
Principal Occupation: Partner of Bay City Capital LLC
Citizenship: U.S.A.

William Gerber
c/o Bay City Capital LLC
750 Battery Street, Suite 400
San Francisco, CA 94111
Principal Occupation: Partner of Bay City Capital LLC
Citizenship: U.S.A.

Douglass Given
c/o Bay City Capital LLC
750 Battery Street, Suite 400
San Francisco, CA 94111
Principal Occupation: Partner of Bay City Capital LLC
Citizenship: U.S.A.

Robert Hopfner
c/o Bay City Capital LLC
750 Battery Street, Suite 400
San Francisco, CA 94111
Principal Occupation: Partner of Bay City Capital LLC
Citizenship: U.S.A.

Judy Koh
c/o Bay City Capital LLC
750 Battery Street, Suite 400
San Francisco, CA 94111
Principal Occupation: Partner of Bay City Capital LLC
Citizenship: U.S.A.

Dayton Misfeldt
c/o Bay City Capital LLC
750 Battery Street, Suite 400
San Francisco, CA 94111
Principal Occupation: Partner of Bay City Capital LLC
Citizenship: U.S.A.

Members of BCC

PCP-BCC Acquisition, LLC
71 South Wacker Drive
Chicago, IL 60606
Principal Business: Hold membership interest in Bay City Capital LLC
State of Organization: Delaware

Fred Craves
c/o Bay City Capital LLC
750 Battery Street, Suite 400
San Francisco, CA 94111
Principal Occupation: Chairman and Managing Director of Bay City Capital LLC
Citizenship: U.S.A.

Carl Goldfischer
c/o Bay City Capital LLC
750 Battery Street, Suite 400
San Francisco, CA 94111
Principal Occupation: Managing Director of Bay City Capital LLC
Citizenship: U.S.A.

Sanford Zweifach
694 Sausalito Blvd.
Sausalito, CA 94965
Principal Occupation: Managing Director of Reedland Capital Partners
Citizenship: U.S.A.

EXHIBIT INDEX


Exhibit 1		Joint Filing Agreement

Exhibit 2		Securities Purchase Agreement, dated March 31, 2009, by and among Sunesis Pharmaceuticals, Inc., Bay City Capital Fund V, L.P., Bay City Capital Fund V Co-Investment Fund, L.P. and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on April 3, 2009)

Exhibit 3		Agreement Regarding Private Placement of Securities of Sunesis Pharmaceuticals, Inc. dated June 29, 2009, by and among Sunesis Pharmaceuticals, Inc., Bay City Capital Fund V, L.P., Bay City Capital Fund V Co-Investment Fund, L.P. and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on July 2, 2009)

Exhibit 4		Second Agreement Regarding Private Placement of Securities of Sunesis Pharmaceuticals, Inc. dated October 27, 2009, by and among Sunesis Pharmaceuticals, Inc., Bay City Capital Fund V, L.P., Bay City Capital Fund V Co-Investment Fund, L.P. and the other parties thereto (incorporated by reference to Exhibit 10.66 to the Issuer’s Current Report on Form 8-K filed on November 2, 2009)

Exhibit 5		Third Agreement Regarding Private Placement of Securities of Sunesis Pharmaceuticals, Inc., dated January 19, 2010, by and among Sunesis Pharmaceuticals, Inc., Bay City Capital Fund V, L.P., Bay City Capital Fund V Co-Investment Fund, L.P. and the other parties thereto (incorporated by reference to Exhibit 10.67 to the Issuer’s Current Report on Form 8-K filed on January 21, 2010)

Exhibit 6		Fourth Agreement Regarding Private Placement of Securities of Sunesis Pharmaceuticals, Inc., dated March 29, 2010, by and among Sunesis Pharmaceuticals, Inc., Bay City Capital Fund V, L.P., Bay City Capital Fund V Co-Investment Fund, L.P. and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on April 2, 2010)

Exhibit 7		Investor Rights Agreement, dated April 3, 2009, by and among Sunesis Pharmaceuticals, Inc., Bay City Capital Fund V, L.P., Bay City Capital Fund V Co-Investment Fund, L.P. and the other parties thereto (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed on April 3, 2009)

Exhibit 8		Form of Warrant to Purchase Common Stock of Sunesis Pharmaceuticals, Inc., issued to Bay City Capital Fund V, L.P. and Bay City Capital Fund V Co-Investment Fund, L.P. (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed on April 3, 2009)

EX-99.1 2 f56236exv99w1.htm EX-99.1 exv99w1

Exhibit 1

JOINT FILING STATEMENT

Each of Bay City Capital LLC, Bay City Capital Management V LLC, Bay City Capital Fund V, L.P. and Bay City Capital Fund V Co-Investment Fund, L.P. hereby express its agreement that the attached Schedule 13D (and any amendments thereto) relating to the common stock of Sunesis Pharmaceuticals, Inc. is filed on behalf of each of the them.

Date: July 1, 2010


/s/ Fred Craves Fred Craves, Chairman and Managing Director
Bay City Capital LLC