[SG Cowen & Co., LLC Letterhead]
| September 27, 2005 |
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 03-08
Washington, D.C. 20549
Attention: Mr. Zafar Hasan Esq.
Re: Sunesis Pharmaceuticals, Inc.
Registration Statement on Form S-1 (File No. 333-121646)
Ladies and Gentlemen:
As representative of the undersigned underwriters of the proposed initial public offering of up to 6,000,000 shares of common stock of Sunesis Pharmaceuticals, Inc., we hereby represent to the Staff of the U.S. Securities and Exchange Commission that the normal channels of communications between the underwriters and potential purchasers are being and would be used to inform such potential purchasers of (1) the change in the offering price, (2) the indications of interest submitted by the Company’s existing stockholders and (3) the amount of the deemed dividend prior to confirming sales. In addition, a copy of the final prospectus will accompany each confirmation notice.
| Very truly yours, | ||
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| LEHMAN BROTHERS INC. | ||
| SG COWEN & CO., LLC | ||
| NEEDHAM & COMPANY, LLC | ||
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| BY: | SG COWEN & CO., LLC | |
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| BY: | /S/ GRAHAM POWISS |
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| Graham Powiss, | |
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| Managing Director | |
