Sunesis Pharmaceuticals, Inc.
341 Oyster Point Boulevard
South San Francisco, California 94080
September 20, 2005
VIA FACSIMILE AND EDGAR TRANSMISSION
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: |
| Jeffrey P. Riedler, Assistant Director |
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| Zafar Hasan, Attorney-Advisor |
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| Suzanne Hayes, Attorney-Advisor |
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| Ibolya Ignat, Staff Accountant |
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| James Atkinson, Staff Accountant |
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Re: |
| Sunesis Pharmaceuticals, Inc. |
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| Registration Statement on Form S-1 |
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| File No. 333-121646 |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (No. 333-121646) (the “Registration Statement”) of Sunesis Pharmaceuticals, Inc. (the “Registrant”). We respectfully request that the Registration Statement become effective as of 9:00 a.m., Washington, D.C. time, on September 22, 2005, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling William Davisson at (650) 463-2660. We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the effective time and date of the Registration Statement be sent to our counsel, Latham & Watkins LLP, Attention: William Davisson, by facsimile to (650) 463-2600.
Please do not hesitate to call William Davisson at (650) 463-2660 if you have any questions regarding this request.
| Very truly yours, | |
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| /s/ Daryl B. Winter, Ph.D. |
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| Daryl B. Winter, Ph.D. | |
| Senior Vice President, General Counsel and | |
