On March 6, 2009, Sunesis Pharmaceuticals, Inc. ("Sunesis") entered into an Intellectual Property Assignment and License Termination Agreement (the "Termination Agreement") with SARcode Corporation ("SARcode"), providing for the sale by Sunesis of certain of its intellectual property and other assets related to Sunesis' LFA-1 inhibitor program to SARcode for a total cash consideration of $2 million. Pursuant to the terms of the Termination Agreement, the parties have terminated an earlier license agreement relating to this program and Sunesis has agreed to forego future potential milestone payments and royalties under such earlier agreement. SARcode's lead product candidate, SAR1118, is a small molecule LFA-1 being developed for T-cell mediated ophthalmic diseases. Under the original license agreement between the parties, Sunesis granted SARcode an exclusive, worldwide license to patents and know-how related to Sunesis' LFA-1 inhibitor program, in exchange for license fees, convertible notes and milestone payments, as well as potential royalty payments. Under this license agreement, Sunesis has received milestone payments in the form of cash or convertible notes for the selection of SAR1118 as a development candidate and for the initiation of a phase 1 trial of SAR1118.

In connection with the Termination Agreement, SARcode and Sunesis also amended and restated a series of secured convertible notes (collectively, the "Convertible Notes") that were previously issued by SARcode to Sunesis under the earlier license agreement on January 3, 2007, May 4, 2007 and September 5, 2008, respectively. These notes remain outstanding and have an aggregate principal value of $1 million.

The foregoing is only a brief description of the Termination Agreement and the Convertible Notes, does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, a copy of each of which is filed herewith as Exhibits 10.72 and 10.73 and incorporated herein by reference.

 (d)  Exhibits

Exhibit Number   Description
   10.72(1)      Intellectual Property Assignment and License Termination Agreement
                 by and between the Registrant and SARcode Corporation, dated March
                 6, 2009.

    10.73        Form of Amended and Restated Convertible Secured Promissory Notes
                 issued by SARcode Corporation to the Registrant, dated March 6,
                 2009.

(1) Exhibit 3.2 to the agreement hereunder is filed separately as Exhibit 10.73 to this Current Report on Form 8-K.