Item 1.02. Termination of a Material Definitive Agreement.

On November 7, 2008, Sunesis Pharmaceuticals, Inc. ("Sunesis") agreed to accelerate the payment of its entire outstanding balance under that certain Master Security Agreement, dated as of June 15, 2000, as amended (the "Security Agreement"), by and between Sunesis and General Electric Capital Corporation ("General Electric"). In exchange for Sunesis' payment of approximately $1.5 million, General Electric agreed to terminate the Security Agreement, related Negative Pledge Agreement, dated May 17, 2002, and outstanding promissory notes with Sunesis. There are no material relationships between Sunesis and General Electric other than in respect of the Security Agreement and the related documents.

Sunesis entered into the Security Agreement in June 2000 for the financing of certain equipment; various credit lines have been issued under the Security Agreement since 2000. Outstanding balances under the credit lines bore interest at rates ranging from 8.70 percent to 10.61 percent per annum due in 36 to 48 monthly payments. The equipment loans under the Security Agreement were secured by the equipment financed.

As part of its 2008 restructuring, Sunesis implemented a corporate realignment to focus on the development of its oncology products and terminated its research activities. Due to this realignment, certain laboratory equipment is currently being held-for-sale. Sunesis was required to pay the entire outstanding balance under the Security Agreement with General Electric before it could sell the held-for-sale assets.

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