Senior Vice President of Clinical Development.  Employment Agreement

Exhibit 10.8


April 18, 2003

BY FEDERAL EXPRESS


Daniel C. Adelman, M.D.


Dear Dan:


On behalf of Sunesis Pharmaceuticals, Inc. (the " Company" ), I am delighted to offer you the position of Senior Vice President of Clinical Development. Speaking for myself, as well as the other members of the Company' s Management and Board of Directors, we look forward to working with you and to your future success with the Company.


The terms of your new position with the Company are as set forth below:


1. Position.


a. You will become Senior Vice President of Clinical Development of the Company, working in the Company' s facility in South San Francisco and initially reporting to the CEO.


You agree to the best of your ability and experience that you will at all times loyally and conscientiously perform all of the duties and obligations required of and from you pursuant to the express and implicit terms hereof. During the term of your employment, you further agree that you will devote all of your business time and attention to the business of the Company, the Company will be entitled to all of the benefits and profits arising from or incident to all such work services and advice, you will not render commercial or professional services of any nature to any person or organization, whether or not for compensation, without the prior consent of the Company' s Board of Directors, and you will not directly or indirectly engage or participate in any business that is competitive in any manner with the business of the Company. Nothing in this letter agreement will prevent you from accepting speaking or presentation engagements in exchange for honoraria or from serving on boards of charitable organizations or otherwise participating in civic, charitable or fraternal organizations or from owning no more than one percent (1%) of the outstanding equity securities of a corporation whose stock is listed on a national stock exchange. Further, you are encouraged to continue your clinical medical practice at a rate of up to one (1) day every two (2) weeks.


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2. Start Date . Subject to fulfillment of any conditions imposed by this letter agreement, you will begin full time employment with the Company not later than May 27, 2003.


3. Compensation .


a. Base Salary . You will be paid a monthly salary of $19,166.66 which is equivalent to $230,000 on an annualized basis. Your salary will be payable in two equal payments per month pursuant to the Company' s regular payroll policy. Your base salary will be reviewed annually for adjustment based on cost of living and merit, at the discretion of the Board of Directors.


4. Stock Options .


In connection with the commencement of your employment, the Company will recommend to the Board of Directors of Sunesis Pharmaceuticals, Inc. that you be granted an option pursuant to the 1998 Stock Option Plan (the " Plan" ) to purchase 200,000 Shares of Common Stock (the " Options" ). The stock vests over a four-year period. The first 25% of the stock vests after one year, and the rest of the shares vest in monthly increments thereafter. The Options may be exercised prior to vesting by paying to the Company the exercise price for the Shares being purchased, and (ii) entering into a standard form of restricted stock purchase agreement with the Company.


5. Benefits .


a. Insurance Benefits . Once you begin full time employment with the Company, you will be eligible to participate in our employee benefits program, which includes medical, dental, life, vision and long term disability. You will be eligible to participate in the 401(k) retirement program the first of the month following three full months of employment. In addition, the Company currently indemnifies all officers and directors to the maximum extent permitted by law, and you will be requested to enter into the Company' s standard form of Indemnification Agreement giving you such protection. Pursuant to th ...