POWER OF ATTORNEY
Know all by these presents that the undersigned hereby constitutes and
appoints each of Dayton Misfeldt, William P. Quinn, Jr.and Mehdi Khodadad,
signing individually,the undersigned's true and lawful attorneys-in-fact
and agents to:
(1) execute for and on behalf of the undersigned, an officer, director
or holder of 10% or more of a registered class of securities of
Sunesis Pharmaceuticals, Inc.(the "Company"),Forms 3, 4 and 5 in
accordance with Section 16 (a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and the rules thereunder;
(2) do and perform any and all acts for an on behalf of the undersigned
that may be necessary or desirable to complete and execute such
Forms 3, 4 or 5, complete and execute any amendment or amendments
thereto, and timely file such forms or amendments with the
United States Securities and Exchange Commission and any stock
exchange or similar authority; and
(3) take any other action of any nature whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be
of benefit, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any rights and
powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorneys-in-fact's substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
earliest to occur of (a) the undersigned is no longer required to file Forms 3,
4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, (b) revocation by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact or (c) as to any
attorney-in-fact individually, until such attorney-in-fact shall no longer be
employed by the Company or Cooley LLP, as the case may be.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 31st day of May, 2018.
/s/ Homer L. Pearce
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Homer L. Pearce, Ph.D.