SNSS Sunesis Pharmaceuticals Inc

(1) Includes 87,000 shares of Common Stock currently issuable upon the conversion of certain Series E Preferred (as defined below) held by BVF. Excludes 55,100 shares of Common stock currently issuable upon the conversion of certain Series E Preferred held by BVF due to the 9.98% limitation.

Excludes 387,700 shares of Common Stock currently issuable upon the conversion of Series F Preferred (as defined below) held by BVF due to the 9.98% limitation.

(1) Includes 87,000 shares of Common Stock currently issuable upon the conversion of certain Series E Preferred held by BVF. Excludes 55,100 shares of Common stock currently issuable upon the conversion of certain Series E Preferred held by BVF due to the 9.98% limitation.

Excludes 387,700 shares of Common Stock currently issuable upon the conversion of Series F Preferred held by BVF due to the 9.98% limitation.

(1) Excludes 38,900 shares of Common Stock currently issuable upon the conversion of Series E Preferred held by BVF2 due to the 9.98% limitation.

Excludes 363,700 shares of Common Stock currently issuable upon the conversion of Series F Preferred held by BVF2 due to the 9.98% limitation.

(1) Excludes 38,900 shares of Common Stock currently issuable upon the conversion of Series E Preferred held by BVF2 due to the 9.98% limitation.

Excludes 363,700 shares of Common Stock currently issuable upon the conversion of Series F Preferred held by BVF2 due to the 9.98% limitation.

(1) Excludes 10,500 shares of Common Stock currently issuable upon the conversion of Series E Preferred held by Trading Fund OS due to the 9.98% limitation and 55,500 shares of Common Stock currently issuable upon the conversion of Series F Preferred held by Trading Fund OS due to the 9.98% limitation.

(1) Excludes 10,500 shares of Common Stock currently issuable upon the conversion of Series E Preferred held by Trading Fund OS due to the 9.98% limitation and 55,500 shares of Common Stock currently issuable upon the conversion of Series F Preferred held by Trading Fund OS due to the 9.98% limitation.

(1) Includes 87,000 shares of Common Stock currently issuable upon the conversion of certain Series E Preferred held by BVF. Excludes 94,000 shares of Common Stock currently issuable upon the conversion of certain Series E Preferred held in the aggregate by BVF and BVF2 due to the 9.98% limitation. Excludes 751,400 shares of Common Stock currently issuable upon the conversion of Series F Preferred held in the aggregate by BVF and BVF2 due to the 9.98% limitation.

(1) Includes 87,000 shares of Common Stock currently issuable upon the conversion of certain Series E Preferred. Excludes 104,500 shares of Common Stock currently issuable upon the conversion of certain Series E Preferred due to the 9.98% limitation and 833,300 shares of Common Stock currently issuable upon the conversion of Series F Preferred due to the 9.98% limitation.

(1) Includes 87,000 shares of Common Stock currently issuable upon the conversion of certain Series E Preferred. Excludes 104,500 shares of Common Stock currently issuable upon the conversion of certain Series E Preferred due to the 9.98% limitation and 833,300 shares of Common Stock currently issuable upon the conversion of Series F Preferred due to the 9.98% limitation.

(1) Includes 87,000 shares of Common Stock currently issuable upon the conversion of certain Series E Preferred. Excludes 104,500 shares of Common Stock currently issuable upon the conversion of certain Series E Preferred due to the 9.98% limitation and 833,300 shares of Common Stock currently issuable upon the conversion of Series F Preferred due to the 9.98% limitation.

Sunesis Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”).

395 Oyster Point Boulevard, Suite 400

South San Francisco, California 94080

Biotechnology Value Fund, L.P. (“BVF”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF I GP LLC (“BVF GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Fund II, L.P. (“BVF2”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF II GP LLC (“BVF2 GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Trading Fund OS LP (“Trading Fund OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF Partners OS Ltd. (“Partners OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF GP Holdings LLC (“BVF GPH”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Partners L.P. (“Partners”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Inc.

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Mark N. Lampert (“Mr. Lampert”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: United States

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Common Stock, $0.0001 par value per share (the “Common Stock”)

867328874

As of the close of business on December 31, 2020, the Reporting Persons held 1,915 Series E Preferred shares convertible for an aggregate of approximately 191,500 shares of Common Stock (the “Series E Preferred”). The Series E Preferred may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), more than 9.98% of the number of shares of Common Stock then issued and outstanding. As of the close of business on December 31, 2020, the Series E Preferred conversion limitation described in the prior sentence limits the aggregate conversion of Series E Preferred by the Reporting Persons to 87,000 out of the 191,500 shares of Common Stock underlying the Series E Preferred owned by the Reporting Persons in the aggregate.

As of the close of business on December 31, 2020, the Reporting Persons held 8,333 Series F Preferred shares convertible for an aggregate of approximately 833,300 shares of Common Stock (the “Series F Preferred”). The Series F Preferred may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.98% of the number of shares of Common Stock then issued and outstanding. As of the close of business on December 31, 2020, the Series F Preferred conversion limitation described in the prior sentence limits the aggregate conversion of Series F Preferred by the Reporting Persons to 0 out of the 833,300 shares of Common Stock underlying the Series F Preferred owned by the Reporting Persons in the aggregate.

The Reporting Persons may choose to convert the Series E Preferred and the Series F Preferred in other amounts among the Reporting Persons, while continuing to comply with the aggregate 9.98% limitation.

As of the close of business on December 31, 2020 (i) BVF beneficially owned 981,881 shares of Common Stock, including 87,000 shares of Common Stock issuable upon the conversion of Series E Preferred Stock held by it, and excluding 55,100 shares of Common Stock issuable upon the conversion of Series E Preferred held by it and 387,700 shares of Common Stock issuable upon the conversion of Series F Preferred held by it; (ii) BVF2 beneficially owned 663,035 shares of Common Stock, excluding 38,900 of certain Series E Preferred Stock held by it and 363,700 shares of Common Stock issuable upon the conversion of Series F Preferred held by it; and (iii) Trading Fund OS beneficially owned 119,592 shares of Common Stock, excluding 10,500 of certain Series E Preferred Stock held by it and 55,500 shares of Common Stock issuable upon the conversion of Series F Preferred held by it.

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 981,881 Shares beneficially owned by BVF.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 663,035 Shares beneficially owned by BVF2.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 119,592 shares of Common Stock beneficially owned by Trading Fund OS.

BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 1,644,916 Shares beneficially owned in the aggregate by BVF and BVF2.

Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 1,814,308 shares of Common Stock beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS, and certain Partners managed accounts (the “Partners Managed Accounts”), including 49,800 shares of Common Stock held in the Partners Managed Accounts, excluding 26,400 shares of Common Stock issuable upon the conversion of Series F Preferred held within the Partners Managed Accounts.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 1,814,308 shares of Common Stock beneficially owned by Partners.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 1,814,308 shares of Common Stock beneficially owned by BVF Inc.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2, Trading Fund OS, and held in the Partners Managed Account, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

The following percentages are based on a denominator that is the sum of: (a) 18,093,000 shares of Common Stock outstanding as of November 11, 2020 as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 16, 2020 and (b) certain or all of the 87,000 shares of Common Stock that may be acquired upon the conversion of certain Series E Preferred, as applicable.

As of the close of business on December 31, 2020 (i) BVF beneficially owned approximately 5.4% of the outstanding shares of Common Stock, (ii) BVF2 beneficially approximately 3.7% of the outstanding shares of Common Stock, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding shares of Common Stock, (iv) BVF GP may be deemed to beneficially own approximately 5.4% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 3.7% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding shares of Common Stock, (vii) BVF GPH may be deemed to beneficially own approximately 8.7% of the outstanding Shares, and (v) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 9.98% of the outstanding shares of Common Stock (less than 1% of the outstanding shares of Common Stock is held in the Partners Managed Accounts).

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Not Applicable.

BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF and BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by Trading Fund OS and the Partners Managed Accounts.

Not Applicable.

See Exhibit 99.1 to Amendment No. 6 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on February 14, 2020.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2021