Sunesis Pharmaceuticals Completes Second Tranche of Private Placement

SOUTH SAN FRANCISCO, Calif., Nov. 2 /PRNewswire-FirstCall/ -- Sunesis
Pharmaceuticals, Inc. (Nasdaq: SNSS) today announced the closing of a private
placement of $5.0 million of units consisting of convertible preferred stock
and common stock warrants on October 30, 2009. This closing constitutes the
second tranche of the private placement of up to $43.5 million of Sunesis'
securities announced in April 2009. The private placement contemplated the
sale of up to $15.0 million of units consisting of convertible preferred stock
and warrants to purchase common stock, of which $10.0 million of units were
sold in the initial closing in April 2009 and the remaining $5.0 million of
units were sold in the second closing held on October 30, 2009. The remaining
tranche of up to $28.5 million of common stock may 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 connection with the second closing, Sunesis issued approximately 1.45
million shares of convertible preferred stock, which are convertible into
approximately 14.5 million shares of common stock, and warrants to purchase
approximately 14.5 million shares of common stock. The per unit purchase
price for a share of convertible preferred stock and a warrant to purchase 10
shares of common stock was $3.45, which is equivalent to the purchase price of
the units sold in the initial closing in April 2009 in accordance with the
terms of the private placement. The warrants issued at the first and second
closings have an exercise price of $0.22 per share and a term of 7 years from
issuance.

Participants in the second closing of the private placement were the same
investors that participated in the initial closing held in April 2009 and
include funds managed by Bay City Capital, New Enterprise Associates, Alta
Partners, Caxton Advantage Life Sciences Fund, Merlin Nexus, Nextech Venture,
OpusPoint Partners, Venrock Associates and Vision Capital Advisors and members
of Sunesis' management.

About Sunesis Pharmaceuticals
Sunesis is a biopharmaceutical company focused on the development and
commercialization of new oncology therapeutics for the treatment of
hematologic and solid cancers. Sunesis has built a highly experienced cancer
drug development organization committed to advancing its lead product
candidate, voreloxin, in multiple indications to improve the lives of people
with cancer. For additional information on Sunesis please visit
http://www.sunesis.com.

The securities to be issued in the private placement have not been registered
under the Securities Act of 1933, as amended (the "Securities Act'), or any
state securities laws and unless so registered may not be offered or sold in
the United States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and
applicable state securities laws.

This press release contains forward-looking statements, including without
limitation statements related to the completion of the remaining tranche of
the financing transaction described in this press release. Words such as
"may" and similar expressions are intended to identify forward-looking
statements. These forward-looking statements are based upon Sunesis' current
expectations. Forward-looking statements involve risks and uncertainties.
Sunesis' actual results and the timing of events could differ materially from
those anticipated in such forward-looking statements as a result of these
risks and uncertainties, which include, without limitation, risks related to
the completion of the remaining tranche of the financing transaction; risks
related to Sunesis' need for additional funding; risks related to the terms of
the financing transaction and securities to be issued; the risk that Sunesis'
development activities for voreloxin, including enrollment and reporting of
results, could be halted significantly or delayed for various reasons; and the
risk that Sunesis' clinical trials for voreloxin may not demonstrate safety or
efficacy or lead to regulatory approval. These and other risk factors are
discussed under "Risk Factors" and elsewhere in Sunesis' Quarterly Report on
Form 10-Q for the quarter ended June 30, 2009 and other filings with the
Securities and Exchange Commission. Sunesis expressly disclaims any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in the
company's expectations with regard thereto or any change in events, conditions
or circumstances on which any such statements are based.

SUNESIS and the logo are trademarks of Sunesis Pharmaceuticals, Inc.

Investor and Media Inquiries:
Andrea Rabney Eric Bjerkholt
Argot Partners Sunesis Pharmaceuticals
212-600-1902 650-266-3717

SOURCE Sunesis Pharmaceuticals, Inc.

Andrea Rabney of Argot Partners, +1-212-600-1902, for Sunesis Pharmaceuticals;
or Eric Bjerkholt of Sunesis Pharmaceuticals, +1-650-266-3717