UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
January 15, 2009
SUNESIS
PHARMACEUTICALS, INC.
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(Exact
name of registrant as specified in its charter)
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer Identification No.)
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of
incorporation)
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395 Oyster Point Boulevard, Suite 400
South
San Francisco, California
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(650)
266-3500
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(Former
name or former address, if changed since last
report.)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
1.01. Entry into Material Definitive Agreement.
See Item
1.02 of this Current Report, which is incorporated by reference
herein.
Item
1.02. Termination of a Material Definitive Agreement.
On
January 15, 2009, Sunesis Pharmaceuticals, Inc. (“Sunesis”) entered into an
Agreement for Termination of Lease and Voluntary Surrender of Premises (the
“Termination Agreement”) with ARE-Technology Center, SSF, LLC (“Alexandria”) to
terminate the Lease Agreement dated May 12, 2000, by and between Sunesis and
Alexandria, as amended pursuant to a First Amendment to Lease Agreement dated
December 20, 2000 (the “Lease Agreement”). The Lease Agreement was filed on
December 23, 2004 as Exhibits 10.23 and 10.24 to Sunesis’ Registration Statement
on Form S-1. The Lease Agreement governed the terms and conditions
under which Sunesis leased the premises commonly known as 341 Oyster Point
Boulevard, South San Francisco, California (the “Premises”), which formerly
served as Sunesis’ headquarters and research and development facility. Sunesis
vacated the Premises following a consolidation of Sunesis staff under a
restructuring plan implemented by Sunesis in June 2008. Under the Lease
Agreement, Sunesis was required to pay Alexandria a base monthly rent and
operating expenses of approximately $15.7 million between February 2009 and June
2013.
Pursuant
to the terms of the Termination Agreement, the Lease Agreement terminated
effective January 15, 2009 (the “Termination Date”) and Sunesis has surrendered
the Premises to Alexandria. In consideration of the early termination of the
Lease Agreement, Sunesis has agreed to pay Alexandria, within two business days
of the Termination Date, an aggregate fee of $2,211,888 (the “Termination
Fee”). The Termination Agreement excuses both Sunesis and Alexandria
from any further obligations with respect to the Lease Agreement as of the
Termination Date, except only for such obligations under the Lease Agreement
which are, by their terms, intended to survive termination of the Lease
Agreement. Pursuant to the Termination Agreement, Sunesis also releases and
exculpates Alexandria from any liability arising, as of the Termination Date,
from the Lease Agreement and termination of the Lease
Agreement. Under a separate agreement, Alexandria will retain a
$300,000 cash security deposit in consideration of Sunesis’ failure to pay rent
for the Premises for the month of January 2009 and a license to Sunesis to
access the Premises through mid-February to conduct surrender-related
activities.
There are
no material relationships between Sunesis and Alexandria other than in respect
of the Lease Agreement, the Termination Agreement and the related
documents.
The
foregoing is only a brief description of the Termination Agreement, does not
purport to be complete and is qualified in its entirety by reference to the full
text of such agreement, a copy of which will be filed as an exhibit to Sunesis’
Annual Report on Form 10-K for the year ending December 31, 2008.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: January
16, 2009
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SUNESIS
PHARMACEUTICALS, INC.
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By:
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/s/ Valerie L. Pierce
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Valerie
L. Pierce
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Senior
Vice President, General Counsel and Corporate
Secretary
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