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Sunesis Pharmaceuticals Announces Up To $43.5 Million Financing
Date:4/1/2009

-- Conference Call Scheduled for Today at 5:00 p.m. EDT --

SOUTH SAN FRANCISCO, Calif., April 1 /PRNewswire-FirstCall/ -- Sunesis Pharmaceuticals, Inc. (Nasdaq: SNSS) today announced the execution of a securities purchase agreement with accredited investors providing for a private placement of up to $43.5 million in a tranched financing, including two tranches of units consisting of convertible preferred stock and common stock warrants, and a tranche of common stock.

The private placement contemplates the sale of up to $15.0 million of units consisting of convertible preferred stock and warrants to purchase common stock in two closings. $10.0 million of units would be sold in the initial closing, which is expected to occur in the near term, subject to the satisfaction of customary closing conditions. An additional $5.0 million of units may be sold in a second closing, which may occur at the company's election or at the election of the investors in the private placement, and which is subject to approval by Sunesis Pharmaceuticals' stockholders and the satisfaction of customary closing conditions. If the closing occurs at the Company's election, it will also be subject to the satisfaction of a condition related to the achievement of a specific milestone with respect to Sunesis Pharmaceuticals' voreloxin product candidate and Sunesis Pharmaceuticals' common stock trading above a specified floor price. Subject to approval by Sunesis Pharmaceuticals' stockholders, the remaining tranche of up to $28.5 million of common stock can be invested at the election of the holders of a majority of the convertible preferred stock, in their sole discretion, with the date of termination of the preferred stockholders' right to make such an election subject to Sunesis Pharmaceuticals' future cash balance.

In the initial closing
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SOURCE Sunesis Pharmaceuticals, Inc.
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