SUNESIS PHARMACEUTICALS INC appointed Ivor Royston as new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

Pursuant to the Merger Agreement, on February 24, 2021, effective as of the Effective Time, Steve R. Carchedi, Steven B. Ketchum, Ph.D., Homer L. Pearce, Ph.D., David C. Stump, M.D., H. Ward Wolff, and James W. Young, Ph.D. resigned from the Board and any respective committees of the Board on which they served, which resignations were not the result of any disagreements with the Company relating to the Company's operations, policies or practices. 

Termination of Executive Officers 

Also, pursuant to the Merger Agreement, on February 24, 2021, effective as of the Effective Time, the Company terminated the employment of Parvinder S. Hyare, the Company's interim Chief Executive Officer, Tina Gullota, the Company's Principal Financial Officer, and Judith A. Fox, Ph.D., the Company's Chief Scientific Officer. In connection with the termination of the employment, such officers resigned from all of the positions they held with the Company and its subsidiaries. 

Appointment of Officers 

Effective as of the Effective Time, the Board appointed Ivor Royston, M.D., as the Company's Chief Executive Officer and President, Daniel Chevallard as the Company's Chief Financial Officer and Secretary, and Lisa Rojkjaer, M.D., as the Company's Chief Medical Officer. There are no family relationships among any of the Company's directors and executive officers. 

Ivor Royston, M.D. 

Dr. Royston has served as Chief Executive Officer and President of Viracta since 2015, and has served as a member of Viracta's board of directors since October 2007. From 1990 to 2017, Dr. Royston was a Managing Partner of Forward Ventures, a life science venture capital firm. From 1990 to 2000, Dr. Royston also held the position of Chief Executive Officer of the Sidney Kimmel Cancer Center. Prior to that, Dr. Royston was the Director of Clinical Immunology at University of California, San Diego Cancer Center. Dr. Royston was the co-founder of Hybritech, Inc., which developed the PSA test for prostate cancer; and the co-founder of IDEC Corporation, which developed a monoclonal antibody therapy for cancer, and which subsequently merged with Biogen to form Biogen Idec, now Biogen. Dr. Royston currently serves on the board of directors of Biocept, Inc. (NASDAQ:BIOC). Dr. Royston received his B.A. and M.D. degrees from Johns Hopkins University and completed post-doctoral training in internal medicine and medical oncology at Stanford University. 

Daniel Chevallard 

Mr. Chevallard has served as Chief Financial Officer of Viracta since July 2019. Previously, Mr. Chevallard served as the Chief Financial Officer and principal financial officer at Regulus Therapeutics from May 2017 to July 2019. Mr. Chevallard joined Regulus Therapeutics in December 2012 as Vice President, Accounting and Financial Reporting and served as Vice President, Finance from May 2013 to April 2017. Prior to joining Regulus Therapeutics, Mr. Chevallard held various senior roles in corporate finance, accounting and financial reporting including Controller and Senior Director, Finance of Prometheus Laboratories Inc. (acquired by Nestlé Health Science in July 2011). Prior to joining Prometheus, Mr. Chevallard spent approximately five years in public accounting at Ernst & Young, LLP in their assurance services practice. He received his Bachelor of Accountancy from the University of San Diego and is a Certified Public Accountant in the state of California. 


Lisa Rojkjaer, M.D. 

Dr. Lisa Rojkjaer joined Viracta Therapeutics in May 2020 as Chief Medical Officer. Previously, Dr. Rojkjaer served as the Chief Medical Officer at Nordic Nanovector from November 2016 to April 2020. Prior to this, Dr. Rojkjaer held several senior management positions in biotech and global pharmaceutical companies. She was the Global Clinical Program Head for AML at Novartis Oncology from October 2013 to November 2016. Her previous roles also included Chief Medical Officer at Molecular Partners, and Vice President, Head of Clinical Development at MorphoSys AG. Dr. Rojkjaer received her medical degree from the University of Toronto, where she also completed her internal medicine and hematology training. 

Agreements with Dr. Royston, Mr. Chevallard, and Dr. Rojkjaer 

Viracta has entered into executive employment agreements with each of Dr. Royston, Mr. Chevallard, and Dr. Rojkjaer (the “Employment Agreements”), which are continuing in effect following the closing of the Merger. The Employment Agreements supersede all other or prior agreements with respect to Viracta's named executive officers' employment terms. Employment under the Employment Agreements is at will and may be terminated at any time by Viracta or by the applicable officer. Pursuant to the Employment Agreements, each officer is entitled to: (i) an annual base salary, currently $486,500 in the case of Dr. Royston, $389,400 in the case of Mr. Chevallard, and $425,500 in the case of Dr. Rojkjaer, and (ii) a discretionary annual bonus, 50% of his annual base salary in the case of Dr. Royston, 40% of his annual base salary in the case of Mr. Chevallard, and 40% of her annual base salary in the case of Dr. Rojkjaer, based on achievement of performance objectives to be determined by the Board. If any officer's employment is terminated without cause (other than due to his or her death or disability) or if the officer resigns for good reason at any time, then the officer is entitled to receive (A) continuing payments of base salary at the rate in effect at the time of termination, less applicable withholdings, for a period following his employment termination date of 12 months in the case of Dr. Royston and 9 months in the case of Mr. Chevallard and Dr. Rojkjaer, (B) reimbursement for the cost of continuation of health coverage for each officer and their eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), until the earlier of (1) following termination of his or her employment, for 12 months in the case of Dr. Royston, Mr. Chevallard, and Dr. Rojkjaer or (2) the date such officer and their eligible dependents are no longer eligible for COBRA, and (C) vesting acceleration of outstanding stock options up to 100% in certain circumstances. The foregoing benefits are conditioned upon Dr. Royston, Mr. Chevallard, and Dr. Rojkjaer, as applicable, signing and not revoking a release of claims within 60 days following such officer's employment termination date. The foregoing description of the Employee Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Employee Agreements that were filed as Exhibits 10.18, 10.19, 10.20 to the Company's Amendment No. 1 to Registration Statement on Form S-4, filed with the SEC on January 13, 2021, and incorporated herein by reference. 

The information set forth in Item 5.01 of this Current Report on Form 8-K with respect to the appointment of directors to the Company's board of directors pursuant to and in accordance with the Merger Agreement is incorporated by reference into this Item 5.02(d). Each of Ivor Royston, M.D., Michael Huang, M.S., M.B.A., Sam Murphy, Ph.D., Roger J. Pomerantz, M.D., Gur Roshwalb, M.D., and Thomas Darcy, entered into the Company's standard form of indemnification agreement with the Company, effective as of February 24, 2021, the form of which is incorporated by reference to Exhibit 10.5 of the Company's Registration Statement on Form S-1 (File No. 333-121646), as amended, originally filed on April 19, 2006. 

Audit Committee 

Effective as of the Effective Time, Gur Roshwalb, M.D., Sam Murphy, Ph.D., and Thomas E. Darcy were appointed to the audit committee of the Board, and Mr. Darcy was appointed as the chairman of the audit committee. 

Compensation Committee 

Effective as of the Effective Time, Roger J. Pomerantz, M.D., Nicole Onetto, M.D. and Thomas E. Darcy were appointed to the compensation committee of the Board, and Dr. Onetto was appointed as the chairman of the compensation committee. 

Nominating and Corporate Governance Committee 

Effective as of the Effective Time, Roger J. Pomerantz, M.D., Gur Roshwalb, M.D., and Michael Huang, M.S., M.B.A. were appointed to the nominating and corporate governance committee of the Board, and Dr. Pomerantz was appointed as the chairman of the nominating and corporate governance committee. 


Roger J. Pomerantz, M.D., Director and Chair 

Dr. Pomerantz has served as a member of the board of directors of Viracta since June 2020 and was appointed Chair in September 2020. Dr. Pomerantz has been President, Chief Executive Officer and Chairman of the Board of ContraFect Corporation (NASDAQ: CFRX) since April 2019. Previously, Dr. Pomerantz was a Venture Partner at Flagship Pioneering from 2014 through 2019. In addition, he served as the President, Chief Executive Officer and Chairman of the Board of Seres Therapeutics from 2014-2019, where he continues to serve as Senior Advisor to its Board of Directors. Previously, Dr. Pomerantz was Senior Vice President, Worldwide Head of Licensing & Acquisition at Merck & Co., Inc and prior to that was Senior Vice President and Global Franchise Head of Infectious Diseases at Merck. Prior to joining Merck, Dr. Pomerantz was Global Head of Infectious Diseases for Johnson & Johnson Pharmaceuticals. He also served as Chief Executive Officer of Tibotec Pharmaceuticals, Inc. Dr. Pomerantz currently serves on the boards of Intec Pharma Ltd. (NASDAQ: NTEC). Dr. Pomerantz received his B.A. in Biochemistry at the Johns Hopkins University and his M.D. at the Johns Hopkins School of Medicine. He received post-graduate training at the Massachusetts General Hospital, Harvard Medical School and M.I.T. Dr. Pomerantz is Board Certified in both internal medicine and infectious diseases. He was Professor of Medicine, Biochemistry and Molecular Pharmacology, Chief of Infectious Diseases, and the Founding Director and Chair of the Institute for Human Virology and Biodefense at the Thomas Jefferson University and Medical School. 

Michael Huang, M.S., M.B.A., Director 

Mr. Huang has served as a member of the board of directors of Viracta since 2019. He has been a managing partner at Taiwania Capital Management Company's Life Science Fund since 2018. Prior to joining Taiwania, Mr. Huang was the Co-founder and Chief Executive Officer of NeuroVive Pharmaceutical Asia, Inc. (NVP Asia). Prior to NPV Asia, Mr. Huang had served as head of investor relations for TWi Pharmaceuticals, Inc., a specialty generics company in Taiwan. Mr. Huang currently serves on the board of directors of Frequency Therapeutics (NASDAQ: FREQ), Elixiron Therapeutics, Inc., Regenacy Pharmaceuticals, Inc., Fractyl Laboratories, Inc. and Point Robotics Medtech, Inc. Mr. Huang earned a M.S. degree in Chemistry from the University of Texas at Arlington and an MBA degree from Rice University's Jones Graduate School of Business. 

Sam Murphy, Ph.D., Director 

Dr. Murphy has served as a member of the board of directors of Viracta since January 2019. He has been a Vice President and Head of International Business Development for Shenzhen Salubris Pharmaceutical Co. Ltd. since 2017, and currently serves as Chief Executive Officer of its United States subsidiary, Salubris Biotherapeutics, Inc. Prior to joining Salubris, Dr. Murphy worked for ten years in strategy consulting and transaction advisory services across several global firms including IMS (now IQVIA) and Simon-Kucher & Partners. Dr. Murphy currently serves on the boards of GO Therapeutics, Inc. (chair) and MedAlliance S.A. Dr. Murphy earned a B.A. in Biochemistry, Ph.D. in Molecular Biology with a concentration in Virology and completed his Post-Doctoral Fellowship in Gene Therapy and Translational Medicine at the University of Pennsylvania. 

Gur Roshwalb, M.D., Director 

Dr. Roshwalb has served as a member of the board of directors of Viracta since November 2020. He has been a Managing Director at aMoon since January 2019. Prior to joining aMoon, he was Chief Executive Officer and Director at several private and public biotech companies, including Akari Therapeutics Plc (NASDAQ: AKTX). Prior to his operational roles, Dr. Roshwalb was a Vice President at Venrock, where he was an investment professional on the healthcare team investing in both private and public companies. Dr. Roshwalb started his finance career at Piper Jaffray, where he worked as a vice president and equity analyst. Prior to Piper, Dr. Roshwalb was in private practice in New York following residency training in internal medicine at Mount Sinai Medical Center, where he served as Chief Resident. Dr. Roshwalb obtained his medical degree from Albert Einstein College of Medicine of Yeshiva University, his MBA from the NYU Stern School of Business and a B.A. from Columbia University. 

Nicole Onetto, M.D., Director 

Dr. Onetto is continuing on the board of directors of the combined company upon the closing of the Merger, Dr. Onetto has served as a member of the board of directors of Sunesis since September 2019. Dr. Onetto is a medical doctor and independent consultant in oncology, drug development, and translational research. She was Deputy Director and Chief Scientific Officer at the Ontario Institute for Cancer Research from 2009 to 2016. From 2005 to 2009 she was Chief Medical Officer at ZymoGenetics, a biotechnology company developing protein therapeutics. From 2002 to 2005, she served at OSI 


Pharmaceuticals, a biopharma company developing targeted cancer therapies, first as Executive Vice President Oncology, and then as Chief Medical Officer. Her career in the pharmaceutical industry also includes senior management positions at Bristol-Myers Squibb, Nexstar Pharmaceuticals, which was acquired by Gilead Sciences, and Immunex. Previously, she served for eleven years as a board member of ImmunoGen. Dr. Onetto earned her BS from the University of Paris, and an MS in Pharmacology from the University of Montréal. She obtained her MD and a Hematology-Oncology Certificate from the University of Paris. 

Thomas E. Darcy, Director 

Mr. Darcy joined the combined company's board of directors upon the closing of the Merger. Mr. Darcy previously was a co-founder and director of Tocagen Inc. from August 2007 until June 2020. Mr. Darcy also served as Tocagen Inc.'s Chief Financial Officer from August 2007 to February 2017 and as Tocagen's Executive Vice President from August 2007 to May 2017. Prior to Tocagen, Mr. Darcy served for over five years as Executive Vice President and Chief Financial Officer of Science Applications International Corporation (“SAIC”), a Fortune 500 science and technology company. Mr. Darcy also served as a director and chairman of the audit committee of McAfee, Inc., a publicly-held technology company, for over three years until its sale to Intel Corporation in February 2011. Mr. Darcy currently also serves as a director and audit committee member of Forte Biosciences, Inc. and as a director and chairman of the audit committee of Lytx, Inc., a privately-held technology company. Prior to SAIC, he was an audit Partner in the accounting firm of PricewaterhouseCoopers LLP, where he served as the Managing Partner of both the West and Southwest Region Audit and Business Advisory Service Technology practices, as well as the Managing Partner of the San Diego office. Mr. Darcy is a Certified Public Accountant (inactive) in the state of California and graduated from San Diego State University with a B.S. in Accounting.