X0203 3 2009-04-03 0 0001061027 SUNESIS PHARMACEUTICALS INC SNSS 0001257444 ALTA BIOPHARMA PARTNERS III LP ONE EMBARCADERO CENTER, SUITE 3700 SAN FRANCISCO CA 94111 0 0 1 0 0001198328 MARDUEL ALIX ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO CA 94111 0 0 1 0 0001198332 PENHOET EDWARD ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO CA 94111 0 0 1 0 0001280265 ALTA BIOPHARMA PARTNERS III GMBH & CO BETEILIGUNGS KG ONE EMBARCADERO CENTER, SUITE 3700 SAN FRANCISCO CA 94111 0 0 1 0 0001280238 ALTA EMBARCADERO BIOPHARMA PARTNERS III LLC ONE EMBARCADERO CENTER, SUITE 3700 SAN FRANCISCO CA 94111 0 0 1 0 0001280234 ALTA BIOPHARMA MANAGEMENT III LLC ONE EMBARCADERO CENTER, SUITE 3700 SAN FRANCISCO CA 94111 0 0 1 0 0001198323 DELEAGE JEAN ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO CA 94111 0 0 1 0 0001198321 CHAMPSI FARAH ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO CA 94132 0 0 1 0 Common Stock 2044750 D Common Stock 137323 I See footnotes Common Stock 50391 I See footnotes Common Stock Warrant 6.21 2006-03-17 2013-03-17 Common Stock 530992 D Common Stock Warrant 6.21 2006-03-17 2013-03-17 Common Stock 35661 I See footnotes Common Stock Warrant 6.21 2006-03-17 2013-03-17 Common Stock 13086 I See footnotes Series A Preferred Stock 0.22 Common Stock 3051530 D Series A Preferred Stock 0.22 Common Stock 204940 I See footnotes Series A Preferred Stock 0.22 Common Stock 75200 I See footnotes Common Stock Warrant 0.22 2009-04-03 2016-04-03 Common Stock 3051530 D Common Stock Warrant 0.22 2009-04-03 2016-04-03 Common Stock 204940 I See footnotes Common Stock Warrant 0.22 2009-04-03 2016-04-03 Common Stock 75200 I See footnotes Alta BioPharma Management III, LLC ("ABMIII") is the general partner of Alta BioPharma Partners III, L.P. ("ABPIII") and the managing limited partner of Alta BioPharma Partners III GmbH & Co. Beteiligungs KG ("ABPIIIKG"). Jean Deleage, Farah Champsi, Edward Penhoet, Edward Hurwitz, and Alix Marduel are directors of ABMIII and managers of Alta Embarcadero BioPharma Partners III, LLC ("AEBPIII" and, along with ABMIII and ABPIIIKG, the "Funds") and exercise shared voting and investment power with respect to the securities held by the funds. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of his, her or its proportionate pecuniary interest therein. These securities are held by ABPIIIKG. These securities are held by AEBPIII. Acquired in a private placement pursuant to the Securities Purchase Agreement dated March 31, 2009, which closed on April 3, 2009. Each share of Series A Preferred Stock, which had an issue price of $2.20 per share, is initially convertible into 10 shares of common stock, subject to adjustment for any stock dividends, combinations, stock splits, recapitalizations and the like. The Series A Preferred Stock is convertible at the election of the holder at any time after the earlier of (i) one day following the closing of a qualifying alternative common stock financing (as defined in the applicable Certificate of Designation) or (ii) January 24, 2011. All outstanding shares of Series A Preferred Stock would be automatically converted into shares of common stock upon the earlier to occur of: (i) the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred Stock; (ii) the date, following the closing of a qualifying alternative common stock financing (as defined in the applicable Certificate of Designation), on which the closing bid price for the common stock has been Not applicable. By Alta BioPharma Management III, LLC, it's General Partner /s/ Jean Deleage, Director 2009-04-07 /s/ Alix Marduel 2009-04-07 /s/ Edward Penhoet 2009-04-07 By Alta BioPharma Management III, LLC, it's Managing Limited Partner /s/ Jean Deleage, Director 2009-04-07 /s/ Jean Deleage, Manager 2009-04-07 /s/ Jean Deleage, Director 2009-04-07 /s/ Jean Deleage 2009-04-07 /s/ Farah Champsi 2009-04-07