Common use of Co-Funding Obligation Clause in Contracts

Co-Funding Obligation. In the event Sunesis exercises its Co-Funding Option with respect to a Product, Sunesis shall be obligated to reimburse Biogen Idec for a percentage (the “Co-Funding Percentage”) of post Phase I Development Costs for such Product, subject to the provisions of this Section 3.2. It is understood and agreed that the Co-Funding Percentage shall initially be [*] percent ([*]%) for each Co-Funded Product. In addition the following shall apply: (a) The Co-Development Plan and Budget will be updated on a quarterly basis. Promptly following the final Biogen Idec Board of Directors meeting each calendar year during the development activities for a particular Co-Funded Product or such other date as is mutually agreed by the Parties, the JDC shall update and amend the Co-Development Plan and [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Budget for such Co-Funded Product for the subsequent year. Biogen Idec shall provide Sunesis with reasonable opportunity to provide input into each Co-Development Plan and Budget, and , subject to Article 5, Biogen Idec shall reasonably consider Sunesis’ comments in establishing and updating each Co-Development Plan and Budget. (b) Within thirty (30) days after the end of each calendar quarter, Biogen Idec shall provide to Sunesis a statement reflecting the total post Phase I Development Costs incurred by Biogen Idec in accordance with the then-current Co-Development Plan and Budget during such calendar quarter with respect to each Co-Funded Product. Within thirty (30) days after Sunesis’ receipt of such statement, Sunesis shall reimburse Biogen Idec for the applicable Co-Funding Percentage of the post Phase I Development Costs incurred by Biogen Idec during such calendar quarter for such Co-Funded Product. (c) Upon ninety (90) days written notice to Biogen Idec, Sunesis may terminate its Co-Funding Option for a particular Co-Funded Product. In such event, Sunesis’ funding obligation under this Section 3.2.3 above shall apply only with respect to post Phase I Development Costs for activities conducted with respect to such Co-Funded Product prior to the effective date of such termination. Should Sunesis terminate its Co-Funding Option under this Section 3.2 with respect to a particular Co-Funded Product, (i) any royalties payable to Sunesis on such Co-Funded Product shall be paid in accordance with Section 7.5.1, subject to Section 7.5.2(b), and (ii) Sunesis shall relinquish its right to participate in the JDC pursuant to Section 5.4 and any right to its Co-Promotion Option under Section 4.2 for such Co-Funded Product. (d) Upon written notice to Biogen Idec at least ninety (90) days prior to the end of a budget year, Sunesis may elect to [*] its Co-Funding Percentage for a particular Co-Funded Product to either [*]% or [*]%, by so notifying Biogen Idec in writing, referencing this Section 3.2.3(d) and specifying such [*] percentage. In such event, Sunesis shall receive a [*] royalty on Net Sales of such Co-Funded Product in accordance with the schedule set forth in Section 7.5.2(c) below and Sunesis’ Co-Promotion rights under Section 4.2 shall be correspondingly [*]. Upon such election, Sunesis’ previous Co-Funding Percentage under this Section 3.2.3 shall apply only with respect to post Phase I Development Costs for activities conducted with respect to such Co-Funded Product prior to the end of the budget year in which Sunesis provided notice of such [*], thereafter Sunesis’ co-funding obligation under this Section 3.2.3 shall apply to the applicable [*] Co-Funding Percentage of the post Phase I Development Costs with respect to such Co-Funded Product. Sunesis may [*] its Co-Funding Percentage in accordance with this Section 3.2.3(d) more than once, provided that (i) Sunesis shall not be permitted to subsequently [*] its Co-Funding Percentage for such Co-Funded Product, and (ii) Sunesis may [*] its Co-Funding Percentage under this Section 3.2.3(d) no more than once per budget year. As used herein, “budget year” shall mean a calendar year, provided that Biogen Idec shall have the right to change the budget year to coincide with Biogen Idec’s annual budget cycle, provided that Biogen Idec provide Sunesis with at least one hundred twenty (120) days notice of such change. [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (e) Notwithstanding the foregoing, in the event that Sunesis experiences a Change in Control, then Sunesis’ Co-Promotion rights under Section 4.2 and the right to participate in the JDC under Section 5.4 and any Product Teams under Section 3.3 shall terminate. In addition: (i) With respect to any Co-Funded Product for which Sunesis has exercised its Co-Funding Option prior to such Change of Control, Sunesis’ rights and obligations under this Section 3.2.3 shall continue, provided that Biogen Idec shall no longer be obligated to provide the detailed plans required of a Co-Development Plan and Budget to Sunesis (or its successor entity), but shall provide Sunesis (or its successor entity) with annual budgets of post Phase I Development Costs for such Co-Funded Product. (ii) Sunesis’ Co-Funding Option with respect to future Products shall continue as well (i.e. with respect to Products that are not Co-Funded Products as of the date of such Change of Control), provided that Biogen Idec shall no longer be obligated to provide for each Product the detailed plans and clinical data required of an Initial Development Plan and Phase II Notice. Biogen Idec shall, however, provide Sunesis (or its successor entity) with annual budgets of post Phase I Development Costs for such Co-Funded Product in accordance with the timetable for a Phase II Notice set forth in Section 3.2.1, and shall provide reasonable cooperation to Sunesis (or its successor entity) in evaluating such Product and the post Phase I Development Costs related thereto, including consulting with Sunesis (or its successor entity) in good faith regarding such annual budgets and the financial, scientific and regulatory assumptions reflected therein.

Co-Funding Obligation. In the event Sunesis exercises its Co-Funding Option with respect to a Licensed Product, Sunesis shall be obligated to reimburse Biogen Idec Millennium for a percentage (the “Co-Funding Percentage”) of post Phase I Development Costs for such Licensed Product, subject to the provisions of this Section 3.22.2. It is understood and agreed that the Co-Funding Percentage shall initially be [*[ * ] percent ([*[ * ]%) for each Co-Funded Product. In addition the following shall apply: (a) The Co-Development Plan and Budget will be updated on a quarterly basis. Millennium shall provide to Sunesis its then current estimates for each upcoming budget year for each Co-Funded Product by November 15 of each year. Promptly following the final Biogen Idec Board April 1 of Directors meeting each calendar year during the development activities for a particular Co-Funded Product or such other date as is mutually agreed by the Parties, the JDC shall update and amend the Co-Development Plan and [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Budget for such Co-Funded Product for the period ending March 31 of the subsequent calendar year. Biogen Idec Millennium shall provide Sunesis with reasonable opportunity to provide input into each Co-Development Plan and Budget, and and, subject to Article 54, Biogen Idec Millennium shall reasonably consider Sunesis’ ’s comments in establishing and updating each Co-Development Plan and Budget. (b) Within thirty (30) days after the end of each calendar quarter, Biogen Idec Millennium shall provide to Sunesis a statement reflecting the total post Phase I Development Costs incurred by Biogen Idec Millennium in accordance with the then-current Co-Development Plan and Budget during such calendar quarter with respect to each Co-Funded Product. Within thirty (30) days after Sunesis’ ’s receipt of such statement, Sunesis shall reimburse Biogen Idec Millennium for the applicable Co-Funding Percentage of the post Phase I Development Costs incurred by Biogen Idec Millennium during such calendar quarter for such Co-Funded Product. (c) Upon ninety (90) [ * ] days written notice to Biogen IdecMillennium, Sunesis may terminate its Co-Funding Option for a particular Co-Funded Product. In such event, Sunesis’ ’s funding obligation under this Section 3.2.3 2.2.3 above shall apply only with respect to post Phase I Development Costs for activities conducted with respect to such Co-Funded Product prior to the effective date of such termination. Should Sunesis terminate its Co-Funding Option under this Section 3.2 2.2.3(c) with respect to a particular Co-Funded Product, (i) any royalties payable to Sunesis on such Co-Funded Product shall be paid in accordance with Section 7.5.16.3.1, subject to Section 7.5.2(b6.3.2(b), and (ii) Sunesis shall relinquish its right to participate in the JDC pursuant to Section 5.4 4.3 and any right to its Co-Promotion Option under Section 4.2 3.2 for such Co-Funded Product. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (d) Upon written notice to Biogen Idec Millennium at least ninety (90) days prior to the end of a budget year, Sunesis may elect to [*] its Co-Funding Percentage for a particular Co-Funded Product to either [*[ * ]% or [*]%, by so notifying Biogen Idec Millennium in writing, referencing this Section 3.2.3(d2.2.3(d) and specifying such [*] percentage[ * ]. In such event, Sunesis shall receive a [*[ * ] royalty on Net Sales of such Co-Funded Product in accordance with the schedule set forth in Section 7.5.2(c6.3.2(c) below and Sunesis’ Co-Promotion rights under Section 4.2 shall be correspondingly [*[ * ]. Upon such election, Sunesis’ ’s previous Co-Funding Percentage under this Section 3.2.3 2.2.3 shall apply only with respect to post Phase I Development Costs for activities conducted with respect to such Co-Funded Product prior to the end of the budget year in which Sunesis provided notice of such [*], thereafter Sunesis’ co-funding obligation under this Section 3.2.3 shall apply to the applicable [*[ * ] Co-Funding Percentage of the post Phase I Development Costs with respect to such Co-Funded Product. Sunesis may [*[ * ] its Co-Funding Percentage in accordance with this Section 3.2.3(d) more than once, provided that (i) Sunesis shall not be permitted to subsequently [*[ * ] its Co-Funding Percentage for such Co-Funded Product, and (ii) Sunesis may [*] its Co-Funding Percentage under this Section 3.2.3(d) no more than once per budget year[ * ]. As used herein, “budget year” shall mean a calendar yearApril 1 through March 31, provided that Biogen Idec Millennium shall have the right to change the budget year to coincide with Biogen IdecMillennium’s annual budget cycle, provided that Biogen Idec provide Millennium provides Sunesis with at least one hundred twenty (120) days notice of such change. [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (e) Notwithstanding the foregoing, in the event that Sunesis experiences a Change in Control, then Sunesis’ ’s Co-Promotion rights under Section 4.2 and 3.2, the right to participate in the JDC under Section 5.4 4.3, the right to participate in the JCC under Section 4.4, and any Licensed Product Teams under Section 3.3 2.3 shall terminate. In addition: (i) With respect to any Co-Funded Product for which Sunesis has exercised its Co-Funding Option prior to such Change of Control, Sunesis’ ’s rights and obligations under this Section 3.2.3 2.2.3 shall continue, provided that Biogen Idec Millennium shall no longer be obligated to provide the detailed plans required of a Co-Development Plan and Budget to Sunesis (or its successor entity), but shall provide Sunesis (or its successor entity) with annual budgets of post Phase I Development Costs for such Co-Funded Product. (ii) Sunesis’ ’s Co-Funding Option with respect to future Licensed Products shall continue as well (i.e. i.e., with respect to Licensed Products that are not Co-Funded Products as of the date of such Change of Control), provided that Biogen Idec Millennium shall no longer be obligated to provide for each Licensed Product the detailed plans and clinical data required of an Initial Development Plan and Phase II Notice. Biogen Idec Millennium shall, however, provide Sunesis (or its successor entity) with annual budgets of post Phase I Development Costs for such Co-Funded Product in accordance with the timetable for a Phase II Notice set forth in Section 3.2.12.2.1, and shall provide reasonable cooperation to Sunesis (or its successor entity) in evaluating such Licensed Product and the post Phase I Development Costs related thereto, including consulting with Sunesis (or its successor entity) in good faith regarding such annual budgets and the financial, scientific and regulatory assumptions reflected therein.

Co-Funding Obligation. In the event Sunesis exercises its Co-Funding Option with respect to a Product, Sunesis shall be obligated to reimburse Biogen Idec for a percentage (the “Co-Funding Percentage”) of post Phase I Development Costs for such Product, subject to the provisions of this Section 3.2. It is understood and agreed that the Co-Funding Percentage shall initially be [*] { * } percent ([*]{ * }%) for each Co-Funded Product. In addition the following shall apply: (a) The Co-Development Plan and Budget will be updated on a quarterly basis. Promptly following the final Biogen Idec Board of Directors meeting each calendar year during the development activities for a particular Co-Funded Product or such other date as is mutually agreed by the Parties, the JDC shall update and amend the Co-Development Plan and [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Budget for such Co-Funded Product for the subsequent year. Biogen Idec shall provide Sunesis with reasonable opportunity to provide input into each Co-Development Plan and Budget, and and, subject to Article 5, Biogen Idec shall reasonably consider Sunesis’ comments in establishing and updating each Co-Development Plan and Budget. { * } = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE NOTATION “[RESERVED]” IS ORIGINAL, IS CURRENTLY IN THE DOCUMENT AND DOES NOT REFLECT INFORMATION REDACTED PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) Within thirty (30) days after the end of each calendar quarter, Biogen Idec shall provide to Sunesis a statement reflecting the total post Phase I Development Costs incurred by Biogen Idec in accordance with the then-current Co-Development Plan and Budget during such calendar quarter with respect to each Co-Funded Product. Within thirty (30) days after Sunesis’ receipt of such statement, Sunesis shall reimburse Biogen Idec for the applicable Co-Funding Percentage of the post Phase I Development Costs incurred by Biogen Idec during such calendar quarter for such Co-Funded Product. (c) Upon ninety (90) days written notice to Biogen Idec, Sunesis may terminate its Co-Funding Option for a particular Co-Funded Product. In such event, Sunesis’ funding obligation under this Section 3.2.3 above shall apply only with respect to post Phase I Development Costs for activities conducted with respect to such Co-Funded Product prior to the effective date of such termination. Should Sunesis terminate its Co-Funding Option under this Section 3.2 with respect to a particular Co-Funded Product, (i) any royalties payable to Sunesis on such Co-Funded Product shall be paid in accordance with Section 7.5.1, subject to Section 7.5.2(b), and (ii) Sunesis shall relinquish its right to participate in the JDC pursuant to Section 5.4 and any right to its Co-Promotion Option under Section 4.2 for such Co-Funded Product. (d) Upon written notice to Biogen Idec at least ninety (90) days prior to the end of a budget year, Sunesis may elect to [*] its Co-Funding Percentage for a particular Co-Funded Product to either [*]% or [*]%{ * }, by so notifying Biogen Idec in writing, referencing this Section 3.2.3(d) and specifying such [*] percentage{ * }. In such event, Sunesis shall receive a [*] royalty on Net Sales of such Co-Funded Product { * } in accordance with the schedule set forth in Section 7.5.2(c) below and Sunesis’ Co-Promotion rights under Section 4.2 shall be correspondingly [*]{ * }. Upon such election, Sunesis’ previous Co-Funding Percentage under this Section 3.2.3 shall apply only with respect to post Phase I Development Costs for activities conducted with respect to such Co-Funded Product prior to the end of the budget year in which Sunesis provided notice of such [*], thereafter Sunesis’ co-funding obligation under this Section 3.2.3 shall apply to the applicable [*] Co-Funding Percentage of the post Phase I Development Costs { * } with respect to such Co-Funded Product. Sunesis may [*] its Co-Funding Percentage in accordance with this Section 3.2.3(d) more than once, { * } provided that (i) Sunesis shall not be permitted to subsequently [*] { * } its Co-Funding Percentage for such Co-Funded Product, and (ii) Sunesis may [*] its Co-Funding Percentage under this Section 3.2.3(d) no more than once per budget year{ * }. As used herein, “budget year” shall mean a calendar year, provided that Biogen Idec shall have the right to change the budget year to coincide with Biogen Idec’s annual budget cycle, provided that Biogen Idec provide Sunesis with at least one hundred twenty (120) days notice of such change. [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (e) Notwithstanding the foregoing, in the event that Sunesis experiences a Change in Control, then Sunesis’ Co-Promotion rights under Section 4.2 and the right to participate in the JDC under Section 5.4 and any Product Teams under Section 3.3 shall terminate. In addition: (i) With respect to any Co-Funded Product for which Sunesis has exercised its Co-Funding Option prior to such Change of Control, Sunesis’ rights and obligations under this Section 3.2.3 shall continue, provided that Biogen Idec shall no longer be obligated to provide the detailed plans required of a Co-Development Plan and Budget to Sunesis (or its successor entity), but shall provide Sunesis (or its successor entity) with annual budgets of post Phase I Development Costs for such Co-Funded Product. { * } = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE NOTATION “[RESERVED]” IS ORIGINAL, IS CURRENTLY IN THE DOCUMENT AND DOES NOT REFLECT INFORMATION REDACTED PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) Sunesis’ Co-Funding Option with respect to future Products shall continue as well (i.e. with respect to Products that are not Co-Funded Products as of the date of such Change of Control), provided that Biogen Idec shall no longer be obligated to provide for each Product the detailed plans and clinical data required of an Initial Development Plan and Phase II Notice. Biogen Idec shall, however, provide Sunesis (or its successor entity) with annual budgets of post Phase I Development Costs for such Co-Funded Product in accordance with the timetable for a Phase II Notice set forth in Section 3.2.1, and shall provide reasonable cooperation to Sunesis (or its successor entity) in evaluating such Product and the post Phase I Development Costs related thereto, including consulting with Sunesis (or its successor entity) in good faith regarding such annual budgets and the financial, scientific and regulatory assumptions reflected therein.

Co-Funding Obligation. In the event Sunesis Array exercises its Co-Funding Option with respect to a Licensed Product, Sunesis Array shall be obligated to reimburse Biogen Idec [ * ] AZ for a percentage (the “Co-Funding Percentage”) [ * ] of post such Phase I III Development Costs for such Licensed Product, subject to the provisions of this Section 3.2. It is understood and agreed that the Co-Funding Percentage shall initially be [*] percent ([*]%) for each Co-Funded Product. In addition the following shall apply:3.5. (a) The draft plan and budget provided with the Phase III Notice, as modified in accordance with this Section 3.5.2 (a), is referred to as the “Co-Development Plan and Budget will be updated on a quarterly basis. Promptly following the final Biogen Idec Board Budget.” By October 1 of Directors meeting each calendar year during the development activities Phase III Development for a particular Co-Funded Product or such other date as is mutually agreed by the PartiesProduct, the JDC Development Committee shall update and amend the Co-Development Plan and [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Budget for such Co-Funded Product for the subsequent next succeeding year. Biogen Idec shall provide Sunesis with reasonable opportunity to provide input into each Unless otherwise specified in the Co-Development Plan and Budget, and , subject to Article 5, Biogen Idec any amounts projected for a full year shall reasonably consider Sunesis’ comments be considered budgeted in establishing and updating each four equal quarterly amounts. Whether or not Array exercises its Co-Funding Option, AZ agrees to use commercially reasonable diligent efforts to carry out the Phase III Development of each Licensed Product in accordance with the budget specified in the Co- Development Plan and Budget. (b) Within thirty (30) days after the end of each calendar quarter[ * ], Biogen Idec AZ shall provide to Sunesis Array a statement reflecting the total post Phase I III Development Costs incurred by Biogen Idec in accordance with the then-current Co-Development Plan and Budget during [ * ] such calendar quarter Calendar Quarter with respect to each the particular Co-Funded Product. Within thirty (30) [ * ] days after Sunesis’ Array’s receipt of such statement, Sunesis Array shall reimburse Biogen Idec for the applicable Co-Funding Percentage [ * ] AZ [ * ] of the post Phase I III Development Costs incurred by Biogen Idec during [ * ] such calendar quarter quarterly period in accordance with the statement for such Co-Funded Product; provided, however, that Array shall not be required to [ * ] AZ for [ * ]. AZ agrees to keep Array informed on an ongoing basis as to the actual Phase III Development Costs incurred to date as compared to the Phase III Development Costs reflected in the Co-Development Plan and Budget. (c) Upon ninety (90) days [ * ] prior written notice to Biogen IdecAZ, Sunesis Array may terminate its Co-Funding Option for a particular Co-Funded Product. In such event, Sunesis’ Array’s funding obligation under this Section 3.2.3 3.5.2(b) above shall apply only with respect to post Phase I III Development Costs for of activities conducted with respect to such Co-Funded Product prior to the effective date of such termination. Such costs shall be [ * ] to Array in accordance with Section 6.6.2(d). Should Sunesis terminate AZ have [ * ] Phase III Development Costs in the period prior to Array’s termination of its Co-Funding Option under this Section 3.2 with AZ shall invoice Array in respect to a particular Co-Funded Product, (i) any royalties payable to Sunesis on of [ * ] of costs within [ * ] of such Co-Funded Product costs being [ * ] and such payments shall be paid in accordance with Section 7.5.1, subject to Section 7.5.2(b), and (ii) Sunesis shall relinquish its right to participate in the JDC pursuant to Section 5.4 and any right to its Co-Promotion Option under Section 4.2 for such Co-Funded Productdue [ * ] of receipt of invoice by Array. (d) Upon written notice to Biogen Idec at least ninety (90) days prior to the end of a budget year, Sunesis may elect to [*] its Co-Funding Percentage for a particular Co-Funded Product to either [*]% or [*]%, by so notifying Biogen Idec in writing, referencing this Section 3.2.3(d) and specifying such [*] percentage. In such event, Sunesis shall receive a [*] royalty on Net Sales of such Co-Funded Product in accordance with the schedule set forth in Section 7.5.2(c) below and Sunesis’ Co-Promotion rights under Section 4.2 shall be correspondingly [*]. Upon such election, Sunesis’ previous Co-Funding Percentage under this Section 3.2.3 shall apply only with respect to post Phase I Development Costs for activities conducted with respect to such Co-Funded Product prior to the end of the budget year in which Sunesis provided notice of such [*], thereafter Sunesis’ co-funding obligation under this Section 3.2.3 shall apply to the applicable [*] Co-Funding Percentage of the post Phase I Development Costs with respect to such Co-Funded Product. Sunesis may [*] its Co-Funding Percentage in accordance with this Section 3.2.3(d) more than once, provided that (i) Sunesis shall not be permitted to subsequently [*] its Co-Funding Percentage for such Co-Funded Product, and (ii) Sunesis may [*] its Co-Funding Percentage under this Section 3.2.3(d) no more than once per budget year. As used herein, “budget year” shall mean a calendar year, provided that Biogen Idec shall have the right to change the budget year to coincide with Biogen Idec’s annual budget cycle, provided that Biogen Idec provide Sunesis with at least one hundred twenty (120) days notice of such change. [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (e) Notwithstanding the foregoing, in the event that Sunesis experiences a Change in Control, then Sunesis’ Co-Promotion rights under Section 4.2 and the right to participate in the JDC under Section 5.4 and any Product Teams under Section 3.3 shall terminate. In addition: (i) With respect to any Co-Funded Product for which Sunesis has exercised its Co-Funding Option prior to such Change of Control, Sunesis’ rights and obligations under this Section 3.2.3 shall continue, provided that Biogen Idec shall no longer be obligated to provide the detailed plans required of a Co-Development Plan and Budget to Sunesis (or its successor entity), but shall provide Sunesis (or its successor entity) with annual budgets of post Phase I Development Costs for such Co-Funded Product. (ii) Sunesis’ Co-Funding Option with respect to future Products shall continue as well (i.e. with respect to Products that are not Co-Funded Products as of the date of such Change of Control), provided that Biogen Idec shall no longer be obligated to provide for each Product the detailed plans and clinical data required of an Initial Development Plan and Phase II Notice. Biogen Idec shall, however, provide Sunesis (or its successor entity) with annual budgets of post Phase I Development Costs for such Co-Funded Product in accordance with the timetable for a Phase II Notice set forth in Section 3.2.1, and shall provide reasonable cooperation to Sunesis (or its successor entity) in evaluating such Product and the post Phase I Development Costs related thereto, including consulting with Sunesis (or its successor entity) in good faith regarding such annual budgets and the financial, scientific and regulatory assumptions reflected therein.

Co-Funding Obligation. In the event Sunesis exercises its Co-Funding Option with respect to a Product, Sunesis shall be obligated to reimburse Biogen Idec for a percentage (the “Co-Funding Percentage”) of post Phase I Development Costs for such Product, subject to the provisions of this Section 3.2. It is understood and agreed that the Co-Funding Percentage shall initially be [*] { * } percent ([*]{ * }%) for each Co-Funded Product. In addition the following shall apply: (a) The Co-Development Plan and Budget will be updated on a quarterly basis. Promptly following the final Biogen Idec Board of Directors meeting each calendar year during the development activities for a particular Co-Funded Product or such other date as is mutually agreed by the Parties, the JDC shall update and amend the Co-Development Plan and [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Budget for such Co-Funded Product for the subsequent year. Biogen Idec shall provide Sunesis with reasonable opportunity to provide input into each Co-Development Plan and Budget, and , subject to Article 5, Biogen Idec shall reasonably consider Sunesis’ comments in establishing and updating each Co-Development Plan and Budget. (b) Within thirty (30) days after the end of each calendar quarter, Biogen Idec shall provide to Sunesis a statement reflecting the total post Phase I Development Costs incurred by Biogen Idec in accordance with the then-current Co-Development Plan and Budget during such calendar quarter with respect to each Co-Funded Product. Within thirty (30) days after Sunesis’ receipt of such statement, Sunesis shall reimburse Biogen Idec for the applicable Co-Funding Percentage of the post Phase I Development Costs incurred by Biogen Idec during such calendar quarter for such Co-Funded Product. (c) Upon ninety (90) days written notice to Biogen Idec, Sunesis may terminate its Co-Funding Option for a particular Co-Funded Product. In such event, Sunesis’ funding obligation under this Section 3.2.3 above shall apply only with respect to post Phase I Development Costs for activities conducted with respect to such Co-Funded Product prior to the effective date of such termination. Should Sunesis terminate its Co-Funding Option under this Section 3.2 with respect to a particular Co-Funded Product, (i) any royalties payable to Sunesis on such Co-Funded Product shall be paid in accordance with Section 7.5.1, subject to Section 7.5.2(b), and (ii) Sunesis shall relinquish its right to participate in the JDC pursuant to Section 5.4 and any right to its Co-Co Promotion Option under Section 4.2 for such Co-Funded Product. (d) Upon written notice to Biogen Idec at least ninety (90) days prior to the end of a budget year, Sunesis may elect to [*] its Co-Funding Percentage for a particular Co-Funded Product to either [*]% or [*]%{ * }, by so notifying Biogen Idec in writing, referencing this Section 3.2.3(d) and specifying such [*] percentage{ * }. In such event, Sunesis shall receive a [*] royalty on Net Sales of such Co-Funded Product { * } in accordance with the schedule set forth in Section 7.5.2(c) below and Sunesis’ Co-Promotion rights under Section 4.2 shall be correspondingly [*]{ * }. Upon such election, Sunesis’ previous Co-Funding Percentage under this Section 3.2.3 shall apply only with respect to post Phase I Development Costs for activities conducted with respect to such Co-Funded Product prior to the end of the budget year in which Sunesis provided notice of such [*], thereafter Sunesis’ co-funding obligation under this Section 3.2.3 shall apply to the applicable [*] Co-Funding Percentage of the post Phase I Development Costs { * } with respect to such Co-Funded Product. Sunesis may [*] its Co-Funding Percentage in accordance with this Section 3.2.3(d) more than once, { * } provided that (i) { * } = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Sunesis shall not be permitted to subsequently [*] { * } its Co-Funding Percentage for such Co-Funded Product, and (ii) Sunesis may [*] its Co-Funding Percentage under this Section 3.2.3(d) no more than once per budget year{ * }. As used herein, “budget year” shall mean a calendar year, provided that Biogen Idec shall have the right to change the budget year to coincide with Biogen Idec’s annual budget cycle, provided that Biogen Idec provide Sunesis with at least one hundred twenty (120) days days’ notice of such change. [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (e) Notwithstanding the foregoing, in the event that Sunesis experiences a Change in Control, then Sunesis’ Co-Promotion rights under Section 4.2 and the right to participate in the JDC under Section 5.4 and any Product Teams under Section 3.3 shall terminate. In addition: (i) With respect to any Co-Funded Product for which Sunesis has exercised its Co-Funding Option prior to such Change of Control, Sunesis’ rights and obligations under this Section 3.2.3 shall continue, provided that Biogen Idec shall no longer be obligated to provide the detailed plans required of a Co-Development Plan and Budget to Sunesis (or its successor entity), but shall provide Sunesis (or its successor entity) with annual budgets of post Phase I Development Costs for such Co-Funded Product. (ii) Sunesis’ Co-Funding Option with respect to future Products shall continue as well (i.e. with respect to Products that are not Co-Funded Products as of the date of such Change of Control), provided that Biogen Idec shall no longer be obligated to provide for each Product the detailed plans and clinical data required of an Initial Development Plan and Phase II Notice. Biogen Idec shall, however, provide Sunesis (or its successor entity) with annual budgets of post Phase I Development Costs for such Co-Funded Product in accordance with the timetable for a Phase II Notice set forth in Section 3.2.1, and shall provide reasonable cooperation to Sunesis (or its successor entity) in evaluating such Product and the post Phase I Development Costs related thereto, including consulting with Sunesis (or its successor entity) in good faith regarding such annual budgets and the financial, scientific and regulatory assumptions reflected therein.

Co-Funding Obligation. In the event Sunesis Array exercises its Co-Funding Option with respect to a Licensed Product, Sunesis Array shall be obligated to reimburse Biogen Idec [ * ] AZ for a percentage (the “Co-Funding Percentage”) [ * ] of post such Phase I III Development Costs for such Licensed Product, subject to the provisions of this Section 3.2. It is understood and agreed that the Co-Funding Percentage shall initially be [*] percent ([*]%) for each Co-Funded Product. In addition the following shall apply:3.5. (a) The draft plan and budget provided with the Phase III Notice, as modified in accordance with this Section 3.5.2 (a), is referred to as the “Co-Development Plan and Budget will be updated on a quarterly basis. Promptly following the final Biogen Idec Board Budget.” By October 1 of Directors meeting each calendar year during the development activities Phase III Development for a particular Co-Funded Product or such other date as is mutually agreed by the PartiesProduct, the JDC Development Committee shall update and amend the Co-Development Plan and [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Budget for such Co-Funded Product for the subsequent next succeeding year. Biogen Idec shall provide Sunesis with reasonable opportunity to provide input into each Unless otherwise specified in the Co-Development Plan and Budget, and any amounts projected for a full year shall be considered budgeted in four equal quarterly amounts. Whether or not Array exercises its Co-Funding Option, subject AZ agrees to Article 5, Biogen Idec shall reasonably consider Sunesis’ comments use commercially reasonable diligent efforts to carry out the Phase III Development of each Licensed Product in establishing and updating each accordance with the budget specified in the Co-Development Plan and Budget. (b) Within thirty (30) days after the end of each calendar quarter[ * ], Biogen Idec AZ shall provide to Sunesis Array a statement reflecting the total post Phase I III Development Costs incurred by Biogen Idec in accordance with the then-current Co-Development Plan and Budget during [ * ] such calendar quarter Calendar Quarter with respect to each the particular Co-Funded Product. Within thirty (30) [ * ] days after Sunesis’ Array’s receipt of such statement, Sunesis Array shall reimburse Biogen Idec for the applicable Co-Funding Percentage [ * ] AZ [ * ] of the post Phase I III Development Costs incurred by Biogen Idec during [ * ] such calendar quarter quarterly period in accordance with the statement for such Co-Funded Product; provided, however, that Array shall not be required to [ * ] AZ for [ * ]. AZ agrees to keep Array informed on an ongoing basis as to the actual Phase III Development Costs incurred to date as compared to the Phase III Development Costs reflected in the Co-Development Plan and Budget. (c) Upon ninety (90) days [ * ] prior written notice to Biogen IdecAZ, Sunesis Array may terminate its Co-Funding Option for a particular Co-Funded Product. In such event, Sunesis’ Array’s funding obligation under this Section 3.2.3 3.5.2(b) above shall apply only with respect to post Phase I III Development Costs for of activities conducted with respect to such Co-Funded Product prior to the effective date of such termination. Such costs shall be [ * ] to Array in accordance with Section 6.6.2(d). Should Sunesis terminate AZ have [ * ] Phase III Development Costs in the period prior to Array’s termination of its Co-Funding Option under this Section 3.2 with AZ shall invoice Array in respect to a particular Co-Funded Product, (i) any royalties payable to Sunesis on of [ * ] of costs within [ * ] of such Co-Funded Product costs being [ * ] and such payments shall be paid in accordance with Section 7.5.1, subject to Section 7.5.2(b), and (ii) Sunesis shall relinquish its right to participate in the JDC pursuant to Section 5.4 and any right to its Co-Promotion Option under Section 4.2 for such Co-Funded Productdue [ * ] of receipt of invoice by Array. (d) Upon written notice to Biogen Idec at least ninety (90) days prior to the end of a budget year, Sunesis may elect to [*] its Co-Funding Percentage for a particular Co-Funded Product to either [*]% or [*]%, by so notifying Biogen Idec in writing, referencing this Section 3.2.3(d) and specifying such [*] percentage. In such event, Sunesis shall receive a [*] royalty on Net Sales of such Co-Funded Product in accordance with the schedule set forth in Section 7.5.2(c) below and Sunesis’ Co-Promotion rights under Section 4.2 shall be correspondingly [*]. Upon such election, Sunesis’ previous Co-Funding Percentage under this Section 3.2.3 shall apply only with respect to post Phase I Development Costs for activities conducted with respect to such Co-Funded Product prior to the end of the budget year in which Sunesis provided notice of such [*], thereafter Sunesis’ co-funding obligation under this Section 3.2.3 shall apply to the applicable [*] Co-Funding Percentage of the post Phase I Development Costs with respect to such Co-Funded Product. Sunesis may [*] its Co-Funding Percentage in accordance with this Section 3.2.3(d) more than once, provided that (i) Sunesis shall not be permitted to subsequently [*] its Co-Funding Percentage for such Co-Funded Product, and (ii) Sunesis may [*] its Co-Funding Percentage under this Section 3.2.3(d) no more than once per budget year. As used herein, “budget year” shall mean a calendar year, provided that Biogen Idec shall have the right to change the budget year to coincide with Biogen Idec’s annual budget cycle, provided that Biogen Idec provide Sunesis with at least one hundred twenty (120) days notice of such change. [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (e) Notwithstanding the foregoing, in the event that Sunesis experiences a Change in Control, then Sunesis’ Co-Promotion rights under Section 4.2 and the right to participate in the JDC under Section 5.4 and any Product Teams under Section 3.3 shall terminate. In addition: (i) With respect to any Co-Funded Product for which Sunesis has exercised its Co-Funding Option prior to such Change of Control, Sunesis’ rights and obligations under this Section 3.2.3 shall continue, provided that Biogen Idec shall no longer be obligated to provide the detailed plans required of a Co-Development Plan and Budget to Sunesis (or its successor entity), but shall provide Sunesis (or its successor entity) with annual budgets of post Phase I Development Costs for such Co-Funded Product. (ii) Sunesis’ Co-Funding Option with respect to future Products shall continue as well (i.e. with respect to Products that are not Co-Funded Products as of the date of such Change of Control), provided that Biogen Idec shall no longer be obligated to provide for each Product the detailed plans and clinical data required of an Initial Development Plan and Phase II Notice. Biogen Idec shall, however, provide Sunesis (or its successor entity) with annual budgets of post Phase I Development Costs for such Co-Funded Product in accordance with the timetable for a Phase II Notice set forth in Section 3.2.1, and shall provide reasonable cooperation to Sunesis (or its successor entity) in evaluating such Product and the post Phase I Development Costs related thereto, including consulting with Sunesis (or its successor entity) in good faith regarding such annual budgets and the financial, scientific and regulatory assumptions reflected therein.

Co-Funding Obligation. In the event Sunesis exercises its Co-Funding Option with respect to a Product, Sunesis shall be obligated to reimburse Biogen Idec for a percentage (the “Co-Funding Percentage”) of post Phase I Development Costs for such Product, subject to the provisions of this Section 3.2. It is understood and agreed that the Co-Funding Percentage shall initially be [*] { * } percent ([*]{ * }%) for each Co-Funded Product. In addition the following shall apply: (a) The Co-Development Plan and Budget will be updated on a quarterly basis. Promptly following the final Biogen Idec Board of Directors meeting each calendar year during the development activities for a particular Co-Funded Product or such other date as is mutually agreed by the Parties, the JDC shall update and amend the Co-Development Plan and [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Budget for such Co-Funded Product for the subsequent year. Biogen Idec shall provide Sunesis with reasonable opportunity to provide input into each Co-Development Plan and Budget, and , subject to Article 5, Biogen Idec shall reasonably consider Sunesis’ comments in establishing and updating each Co-Development Plan and Budget. (b) Within thirty (30) days after the end of each calendar quarter, Biogen Idec shall provide to Sunesis a statement reflecting the total post Phase I Development Costs incurred by Biogen Idec in accordance with the then-current Co-Development Plan and Budget during such calendar quarter with respect to each Co-Funded Product. Within thirty (30) days after Sunesis’ receipt of such statement, Sunesis shall reimburse Biogen Idec for the applicable Co-Funding Percentage of the post Phase I Development Costs incurred by Biogen Idec during such calendar quarter for such Co-Funded Product. (c) Upon ninety (90) days written notice to Biogen Idec, Sunesis may terminate its Co-Funding Option for a particular Co-Funded Product. In such event, Sunesis’ funding obligation under this Section 3.2.3 above shall apply only with respect to post Phase I Development Costs for activities conducted with respect to such Co-Funded Product prior to the effective date of such termination. Should Sunesis terminate its Co-Funding Option under this Section 3.2 with respect to a particular Co-Funded Product, (i) any royalties payable to Sunesis on such Co-Funded Product shall be paid in accordance with Section 7.5.1, subject to Section 7.5.2(b), and (ii) Sunesis shall relinquish its right to participate in the JDC pursuant to Section 5.4 and any right to its Co-Co Promotion Option under Section 4.2 for such Co-Funded Product. (d) Upon written notice to Biogen Idec at least ninety (90) days prior to the end of a budget year, Sunesis may elect to [*] its Co-Funding Percentage for a particular Co-Funded Product to either [*]% or [*]%{ * }, by so notifying Biogen Idec in writing, referencing this Section 3.2.3(d) and specifying such [*] percentage{ * }. In such event, Sunesis shall receive a [*] royalty on Net Sales of such Co-Funded Product { * } in accordance with the schedule set forth in Section 7.5.2(c) below and Sunesis’ Co-Promotion rights under Section 4.2 shall be correspondingly [*]{ * }. Upon such election, Sunesis’ previous Co-Funding Percentage under this Section 3.2.3 shall apply only with respect to post Phase I Development Costs for activities conducted { * } = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. with respect to such Co-Funded Product prior to the end of the budget year in which Sunesis provided notice of such [*], thereafter Sunesis’ co-funding obligation under this Section 3.2.3 shall apply to the applicable [*] Co-Funding Percentage of the post Phase I Development Costs { * } with respect to such Co-Funded Product. Sunesis may [*] its Co-Funding Percentage in accordance with this Section 3.2.3(d) more than once, { * } provided that (i) Sunesis shall not be permitted to subsequently [*] { * } its Co-Funding Percentage for such Co-Funded Product, and (ii) Sunesis may [*] its Co-Funding Percentage under this Section 3.2.3(d) no more than once per budget year{ * }. As used herein, “budget year” shall mean a calendar year, provided that Biogen Idec shall have the right to change the budget year to coincide with Biogen Idec’s annual budget cycle, provided that Biogen Idec provide Sunesis with at least one hundred twenty (120) days days’ notice of such change. [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (e) Notwithstanding the foregoing, in the event that Sunesis experiences a Change in Control, then Sunesis’ Co-Promotion rights under Section 4.2 and the right to participate in the JDC under Section 5.4 and any Product Teams under Section 3.3 shall terminate. In addition: (i) With respect to any Co-Funded Product for which Sunesis has exercised its Co-Funding Option prior to such Change of Control, Sunesis’ rights and obligations under this Section 3.2.3 shall continue, provided that Biogen Idec shall no longer be obligated to provide the detailed plans required of a Co-Development Plan and Budget to Sunesis (or its successor entity), but shall provide Sunesis (or its successor entity) with annual budgets of post Phase I Development Costs for such Co-Funded Product. (ii) Sunesis’ Co-Funding Option with respect to future Products shall continue as well (i.e. with respect to Products that are not Co-Funded Products as of the date of such Change of Control), provided that Biogen Idec shall no longer be obligated to provide for each Product the detailed plans and clinical data required of an Initial Development Plan and Phase II Notice. Biogen Idec shall, however, provide Sunesis (or its successor entity) with annual budgets of post Phase I Development Costs for such Co-Funded Product in accordance with the timetable for a Phase II Notice set forth in Section 3.2.1, and shall provide reasonable cooperation to Sunesis (or its successor entity) in evaluating such Product and the post Phase I Development Costs related thereto, including consulting with Sunesis (or its successor entity) in good faith regarding such annual budgets and the financial, scientific and regulatory assumptions reflected therein.

Co-Funding Obligation. In the event Sunesis CK exercises its Co-Funding Option with respect to a Licensed Product, Sunesis CK shall specify in the Election Notice whether CK elects to fund either [*] ([*]) or [*] ([*]) of the Later Stage Development Costs for such Licensed Product. The percentage so specified by CK is referred to as the "CK Percentage" for such Licensed Product. Following such election, CK shall be obligated to reimburse Biogen Idec GSK for a percentage (the “Co-Funding Percentage”) CK Percentage of post Phase I such Later Stage Development Costs for such Licensed Product, subject to the provisions of this Section 3.2. It is understood and agreed that the Co-Funding Percentage shall initially be [*] percent ([*]%) for each Co-Funded Product. In addition the following shall apply:3.4. (a) The comprehensive development plan and budget provided with the [*], as modified in accordance with this Section 3.4.2(a), is referred to as the "Co-Development Plan and Budget will be updated on a quarterly basis. Promptly following the final Biogen Idec Board Budget." By October 1 of Directors meeting each calendar year during the development activities Later Stage Development for a particular Co-Funded Product or such other date as is mutually agreed by the PartiesParties (which will be established under Section 3.5 below), the JDC shall update and amend the Co-Development Plan and Budget for such Co-Funded Product for the next succeeding year. Unless otherwise specified in the Co-Development Plan and Budget, any amounts projected for a full year shall be considered budgeted in four equal quarterly amounts. (b) Within sixty (60) days after CK exercises its Co-Funding Option with respect to a Licensed Product, but in any event prior to the initiation of the first [*] for such Licensed Product, CK and GSK shall establish specific reasonable Later Stage Development Costs invoicing and payment procedures. Such procedures shall include the form of invoice, overall documentation requirements and accounting methodologies for Later Stage Development Costs, and specific documentation of costs required with each invoice. Within sixty (60) days after the end of each calendar [*], GSK shall provide to CK a statement reflecting the total Later Stage Development Costs incurred by GSK during such calendar [*] with respect to the particular Co-Funded Product. Within sixty (60) days after CK's receipt of such statement, CK shall reimburse GSK for the CK Percentage of Later Stage Development Costs incurred by GSK during such [*] period in accordance with the Co-Development Plan and Budget for such Co-Funded Product. CK may elect to defer payment, in whole or in part, of any amount due under this Section 3.4.2(b) for up to an additional [*] ([*]) months after such payment would otherwise have been due, by providing notice to GSK of the amount for which payment is to be deferred and the period of the deferment. Any payment amount so deferred shall bear interest at a rate of [*] percent ([*]%) per annum, calculated on the number of days from the end of the [*] day period after the calendar [*] in which such Later Stage Development Costs were incurred, until * Certain information on this page has been redacted omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Budget for such Co-Funded Product for the subsequent yeardate paid by CK. Biogen Idec shall provide Sunesis with reasonable opportunity GSK agrees to provide input into each Co-keep CK informed on an ongoing basis as to the actual Later Stage Development Plan and Budget, and , subject Costs incurred to Article 5, Biogen Idec shall reasonably consider Sunesis’ comments date as compared to the Later Stage Development Costs reflected in establishing and updating each the Co-Development Plan and Budget. (bc) Within thirty Notwithstanding the foregoing, CK shall not be obligated to reimburse GSK for amounts [*] percent (30[*]%) days after in excess of the end of each calendar quarter, Biogen Idec shall provide to Sunesis a statement reflecting the total post Phase I Later Stage Development Costs incurred by Biogen Idec provided in accordance with (i) the then-current Co-Development Plan and Budget, or (ii) the Development Plan and Budget during provided with the [*], whichever is lower (the CK Percentage of such calendar quarter excess amounts being referred to as the "Deferred Excess Amount") in accordance with the time periods and schedule set forth in Section 3.4.2(b). In the event that CK elects not to reimburse such Deferred Excess Amount in accordance with the time periods and schedule set forth in Section 3.4.2(b), then, at GSK's option either (i) CK shall repay such Deferred Excess Amount on the [*] anniversary of the date such Deferred Excess Amount would otherwise have been payable under paragraph (b) above, together with interest thereon at the rate of [*] percent ([*]%) per annum, calculated from the date such Deferred Excess Amount would have been so due under paragraph (b); or (ii) GSK shall be entitled to credit such excess costs, plus interest at a rate of [*] percent ([*]%) per annum, calculated from the date such costs would have otherwise been due, against royalties payable under Section 6.6.2 with respect to each such Co-Funded Product. Within thirty GSK shall make such election with respect to all Deferred Excess Amounts for a particular Co-Funded Product by so notifying CK within sixty (3060) days after Sunesis’ receipt of such statement, Sunesis shall reimburse Biogen Idec for the applicable Co-Funding Percentage of the post Phase I Development Costs incurred by Biogen Idec during such calendar quarter date CK first elects to defer a Deferred Excess Amount under this Section 3.4.2(c) for such Co-Funded Product. In the event of (i), CK may repay such Deferred Excess Amount earlier than the date it would be payable under (i) above, without penalty, and with interest only accruing until the date so paid by CK. (d) In the event CK assigns this Agreement to [*] US Dollars ($[*]), or in the event that CK merges or consolidates or concludes a similar transaction with suxx x xxxxmaceutical or biotechnology entity, in which such entity becomes an Affiliate of CK, CK's ability to defer any payments due under Section 3.4.2(b) or (c) Upon shall terminate, and CK shall reimburse GSK for all past payments due, including applicable interest thereon, within ninety (90) days after the closing of such acquisition, merger or consolidation. (e) Upon [*]([*]) months written notice to Biogen IdecGSK, Sunesis CK may terminate its Co-Funding Option for a particular Co-Funded Product. In such event, Sunesis’ CK's funding obligation under this Section 3.2.3 3.4.2(b) above shall apply only with respect to post Phase I Later Stage Development Costs for of activities conducted with respect to such Co-Funded Product prior to the effective date of such termination. Should Sunesis CK terminate its Co-Funding Option under this Section 3.2 with respect to a particular Co-Funded ProductSection, (i) any royalties payable to Sunesis CK on such Co-Funded the Licensed Product shall be paid in accordance with Section 7.5.16.6.2(c). If CK terminates its Co-Funding Option under this Section, subject to Section 7.5.2(b), and (ii) Sunesis it shall relinquish its right to participate in the JDC pursuant to Section 5.4 and any right to its Co-Promotion Option under Section 4.2 for such Co-Funded Product. (d) Upon written notice to Biogen Idec at least ninety (90) days prior to the end of a budget year, Sunesis may elect to [*] its Co-Funding Percentage for a particular Co-Funded Product to either [*]% or [*]%, by so notifying Biogen Idec in writing, referencing this Section 3.2.3(d) and specifying such [*] percentage. In such event, Sunesis shall receive a [*] royalty on Net Sales of such Co-Funded Product in accordance with the schedule set forth in Section 7.5.2(c) below and Sunesis’ Co-Promotion rights under Section 4.2 shall be correspondingly [*]. Upon such election, Sunesis’ previous Co-Funding Percentage under this Section 3.2.3 shall apply only with respect to post Phase I Development Costs for activities conducted with respect to such Co-Funded Product prior to the end of the budget year in which Sunesis provided notice of such [*], thereafter Sunesis’ co-funding obligation under this Section 3.2.3 shall apply to the applicable [*] Co-Funding Percentage of the post Phase I Development Costs 7.4 with respect to such Co-Funded Product. Sunesis may [*] its Co-Funding Percentage in accordance with this Section 3.2.3(d) more than once, provided that (i) Sunesis shall not be permitted to subsequently [*] its Co-Funding Percentage for such Co-Funded Product, and (ii) Sunesis may [*] its Co-Funding Percentage under this Section 3.2.3(d) no more than once per budget year. As used herein, “budget year” shall mean a calendar year, provided that Biogen Idec shall have the right to change the budget year to coincide with Biogen Idec’s annual budget cycle, provided that Biogen Idec provide Sunesis with at least one hundred twenty (120) days notice of such change. [*] * Certain information on this page has been redacted omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (e) Notwithstanding the foregoing, in the event that Sunesis experiences a Change in Control, then Sunesis’ Co-Promotion rights under Section 4.2 and the right to participate in the JDC under Section 5.4 and any Product Teams under Section 3.3 shall terminate. In addition: (i) With respect to any Co-Funded Product for which Sunesis has exercised its Co-Funding Option prior to such Change of Control, Sunesis’ rights and obligations under this Section 3.2.3 shall continue, provided that Biogen Idec shall no longer be obligated to provide the detailed plans required of a Co-Development Plan and Budget to Sunesis (or its successor entity), but shall provide Sunesis (or its successor entity) with annual budgets of post Phase I Development Costs for such Co-Funded Product. (ii) Sunesis’ Co-Funding Option with respect to future Products shall continue as well (i.e. with respect to Products that are not Co-Funded Products as of the date of such Change of Control), provided that Biogen Idec shall no longer be obligated to provide for each Product the detailed plans and clinical data required of an Initial Development Plan and Phase II Notice. Biogen Idec shall, however, provide Sunesis (or its successor entity) with annual budgets of post Phase I Development Costs for such Co-Funded Product in accordance with the timetable for a Phase II Notice set forth in Section 3.2.1, and shall provide reasonable cooperation to Sunesis (or its successor entity) in evaluating such Product and the post Phase I Development Costs related thereto, including consulting with Sunesis (or its successor entity) in good faith regarding such annual budgets and the financial, scientific and regulatory assumptions reflected therein.

Co-Funding Obligation. In the event Sunesis exercises its Co-Funding Option with respect to a Licensed Product, Sunesis shall be obligated to reimburse Biogen Idec Millennium for a percentage (the “Co-Funding Percentage”) of post Phase I Development Costs for such Licensed Product, subject to the provisions of this Section 3.22.2. It is understood and agreed that the Co-Funding Percentage shall initially be [*[ * ] percent ([*[ * ]%) for each Co-Funded Product. In addition the following shall apply: (a) The Co-Development Plan and Budget will be updated on a quarterly basis. Millennium shall provide to Sunesis its then current estimates for each upcoming budget year for each Co-Funded Product by November 15 of each year. Promptly following the final Biogen Idec Board April 1 of Directors meeting each calendar year during the development activities for a particular Co-Funded Product or such other date as is mutually agreed by the Parties, the JDC shall update and amend the Co-Development Plan and [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Budget for such Co-Funded Product for the period ending March 31 of the subsequent calendar year. Biogen Idec Millennium shall provide Sunesis with reasonable opportunity to provide input into each Co-Development Plan and Budget, and and, subject to Article 54, Biogen Idec Millennium shall reasonably consider Sunesis’ ’s comments in establishing and updating each Co-Development Plan and Budget. (b) Within thirty (30) days after the end of each calendar quarter, Biogen Idec Millennium shall provide to Sunesis a statement reflecting the total post Phase I Development Costs incurred by Biogen Idec Millennium in accordance with the then-current Co-Development Plan and Budget during such calendar quarter with respect to each Co-Funded Product. Within thirty (30) days after Sunesis’ ’s receipt of such statement, Sunesis shall reimburse Biogen Idec Millennium for the applicable Co-Funding Percentage of the post Phase I Development Costs incurred by Biogen Idec Millennium during such calendar quarter for such Co-Funded Product. (c) Upon ninety (90) [ * ] days written notice to Biogen IdecMillennium, Sunesis may terminate its Co-Funding Option for a particular Co-Funded Product. In such event, Sunesis’ ’s funding obligation under this Section 3.2.3 2.2.3 above shall apply only with respect to post Phase I Development Costs for activities conducted with respect to such Co-Funded Product prior to the effective date of such termination. Should Sunesis terminate its Co-Funding Option under this Section 3.2 2.2.3(c) with respect to a particular Co-Funded Product, (i) any royalties payable to Sunesis on such Co-Funded Product shall be paid in accordance with Section 7.5.16.3.1, subject to Section 7.5.2(b6.3.2(b), and (ii) Sunesis shall relinquish its right to participate in the JDC pursuant to Section 5.4 4.3 and any right to its Co-Promotion Option under Section 4.2 3.2 for such Co-Funded Product. (d) Upon written notice to Biogen Idec Millennium at least ninety (90) days prior to the end of a budget year, Sunesis may elect to [*] its Co-Funding Percentage for a particular Co-Funded Product to either [*[ * ]% or [*]%, by so notifying Biogen Idec Millennium in writing, referencing this Section 3.2.3(d2.2.3(d) and specifying such [*] percentage[ * ]. In such event, Sunesis shall receive a [*[ * ] royalty on Net Sales of such Co-Funded Product in accordance with the schedule set forth in Section 7.5.2(c6.3.2(c) below and Sunesis’ Co-Promotion rights under Section 4.2 shall be correspondingly [*[ * ]. Upon such election, Sunesis’ ’s previous Co-Funding Percentage under this Section 3.2.3 2.2.3 shall apply only with respect to post Phase I Development Costs for activities conducted with respect to such Co-Funded Product prior to the end of the budget year in which Sunesis provided notice of such [*], thereafter Sunesis’ co-funding obligation under this Section 3.2.3 shall apply to the applicable [*[ * ] Co-Funding Percentage of the post Phase I Development Costs with respect to such Co-Funded Product. Sunesis may [*] its Co-Funding Percentage in accordance with this Section 3.2.3(d) more than once[ * ], provided that (i) Sunesis shall not be permitted to subsequently [*[ * ] its Co-Funding Percentage for such Co-Funded Product, and (ii) Sunesis may [*] its Co-Funding Percentage under this Section 3.2.3(d) no more than once per budget year[ * ]. As used herein, “budget year” shall mean a calendar yearApril 1 through March 31, provided that Biogen Idec Millennium shall have the right to change the budget year to coincide with Biogen IdecMillennium’s annual budget cycle, provided that Biogen Idec provide Millennium provides Sunesis with at least one hundred twenty (120) days notice of such change. [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (e) Notwithstanding the foregoing, in the event that Sunesis experiences a Change in Control, then Sunesis’ ’s Co-Promotion rights under Section 4.2 and 3.2, the right to participate in the JDC under Section 5.4 4.3, the right to participate in the JCC under Section 4.4, and any Licensed Product Teams under Section 3.3 2.3 shall terminate. In addition: (i) With respect to any Co-Funded Product for which Sunesis has exercised its Co-Funding Option prior to such Change of Control, Sunesis’ ’s rights and obligations under this Section 3.2.3 2.2.3 shall continue, provided that Biogen Idec Millennium shall no longer be obligated to provide the detailed plans required of a Co-Development Plan and Budget to Sunesis (or its successor entity), but shall provide Sunesis (or its successor entity) with annual budgets of post Phase I Development Costs for such Co-Funded Product. (ii) Sunesis’ ’s Co-Funding Option with respect to future Licensed Products shall continue as well (i.e. i.e., with respect to Licensed Products that are not Co-Funded Products as of the date of such Change of Control), provided that Biogen Idec Millennium shall no longer be obligated to provide for each Licensed Product the detailed plans and clinical data required of an Initial Development Plan and Phase II Notice. Biogen Idec Millennium shall, however, provide Sunesis (or its successor entity) with annual budgets of post Phase I Development Costs for such Co-Funded Product in accordance with the timetable for a Phase II Notice set forth in Section 3.2.12.2.1, and shall provide reasonable cooperation to Sunesis (or its successor entity) in evaluating such Licensed Product and the post Phase I Development Costs related thereto, including consulting with Sunesis (or its successor entity) in good faith regarding such annual budgets and the financial, scientific and regulatory assumptions reflected therein.

Co-Funding Obligation. In the event Sunesis CK exercises its Co-Funding Option with respect to a Licensed Product, Sunesis CK shall specify in the Election Notice whether CK elects to fund either [*] ([*]) or [*] ([*]) of the Later Stage Development Costs for such Licensed Product. The percentage so specified by CK is referred to as the "CK Percentage" for such Licensed Product. Following such election, CK shall be obligated to reimburse Biogen Idec GSK for a percentage (the “Co-Funding Percentage”) CK Percentage of post Phase I such Later Stage Development Costs for such Licensed Product, subject to the provisions of this Section 3.2. It is understood and agreed that the Co-Funding Percentage shall initially be [*] percent ([*]%) for each Co-Funded Product. In addition the following shall apply:3.4. (a) The comprehensive development plan and budget provided with the [*], as modified in accordance with this Section 3.4.2(a), is referred to as the "Co-Development Plan and Budget will be updated on a quarterly basis. Promptly following the final Biogen Idec Board Budget." By October 1 of Directors meeting each calendar year during the development activities Later Stage Development for a particular Co-Funded Product or such other date as is mutually agreed by the PartiesParties (which will be established under Section 3.5 below), the JDC shall update and amend the Co-Development Plan and Budget for such Co-Funded Product for the next succeeding year. Unless otherwise specified in the Co-Development Plan and Budget, any amounts projected for a full year shall be considered budgeted in four equal quarterly amounts. (b) Within sixty (60) days after CK exercises its Co-Funding Option with respect to a Licensed Product, but in any event prior to the initiation of the first [*] for such Licensed Product, CK and GSK shall establish specific reasonable Later Stage Development Costs invoicing and payment procedures. Such procedures shall include the form of invoice, overall documentation requirements and accounting methodologies for Later Stage Development Costs, and specific documentation of costs required with each invoice. Within sixty (60) days after the end of each calendar [*], GSK shall provide to CK a statement reflecting the total Later Stage Development Costs incurred by GSK during such calendar [*] with respect to the particular Co-Funded Product. Within sixty (60) days after CK's receipt of such statement, CK shall reimburse GSK for the CK Percentage of Later Stage Development Costs incurred by GSK during such [*] period in accordance with the Co-Development Plan and Budget for such Co-Funded Product. CK may elect to defer payment, in whole or in part, of any amount due under this Section 3.4.2(b) for up to an additional [*] ([*]) months after such payment would otherwise have been due, by providing notice to GSK of the amount for which payment is to be deferred and the period of the deferment. Any payment amount so deferred shall bear interest at a rate of [*] percent ([*]%) per annum, calculated on the number of days from the end of the [*] day period after the calendar [*] in which such Later Stage Development Costs were incurred, until the date paid by CK. GSK agrees to keep CK informed on * Certain information on this page has been redacted omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Budget for such Co-Funded Product for an ongoing basis as to the subsequent year. Biogen Idec shall provide Sunesis with reasonable opportunity actual Later Stage Development Costs incurred to provide input into each Co-date as compared to the Later Stage Development Plan and Budget, and , subject to Article 5, Biogen Idec shall reasonably consider Sunesis’ comments Costs reflected in establishing and updating each the Co-Development Plan and Budget. (bc) Within thirty Notwithstanding the foregoing, CK shall not be obligated to reimburse GSK for amounts greater than [*] percent (30[*]%) days after in excess of the end of each calendar quarter, Biogen Idec shall provide to Sunesis a statement reflecting the total post Phase I Later Stage Development Costs incurred by Biogen Idec provided in accordance with (i) the then-current Co-Development Plan and Budget, or (ii) the Development Plan and Budget during provided with the [*], whichever is lower (the CK Percentage of such calendar quarter excess amounts being referred to as the "Deferred Excess Amount") in accordance with the time periods and schedule set forth in Section 3.4.2(b). In the event that CK elects not to reimburse such Deferred Excess Amount in accordance with the time periods and schedule set forth in Section 3.4.2(b), then, at GSK's option either (i) CK shall repay such Deferred Excess Amount on the [*] anniversary of the date such Deferred Excess Amount would otherwise have been payable under paragraph (b) above, together with interest thereon at the rate of [*] percent ([*]%) per annum, calculated from the date such Deferred Excess Amount would have been so due under paragraph (b); or (ii) GSK shall be entitled to credit such excess costs, plus interest at a rate of [*] percent ([*]%) per annum, calculated from the date such costs would have otherwise been due, against royalties payable under Section 6.6.2 with respect to each such Co-Funded Product. Within thirty GSK shall make such election with respect to all Deferred Excess Amounts for a particular Co-Funded Product by so notifying CK within sixty (3060) days after Sunesis’ receipt of such statement, Sunesis shall reimburse Biogen Idec for the applicable Co-Funding Percentage of the post Phase I Development Costs incurred by Biogen Idec during such calendar quarter date CK first elects to defer a Deferred Excess Amount under this Section 3.4.2(c) for such Co-Funded Product. In the event of (i), CK may repay such Deferred Excess Amount earlier than the date it would be payable under (i) above, without penalty, and with interest only accruing until the date so paid by CK. (d) In the event CK assigns this Agreement to [*] US Dollars ($[*]), or in the event that CK merges or consolidates or concludes a similar transaction with suxx x xxxxmaceutical or biotechnology entity, in which such entity becomes an Affiliate of CK, CK's ability to defer any payments due under Section 3.4.2(b) or (c) Upon shall terminate, and CK shall reimburse GSK for all past payments due, including applicable interest thereon, within ninety (90) days after the closing of such acquisition, merger or consolidation. (e) Upon [*] ([*]) months written notice to Biogen IdecGSK, Sunesis CK may terminate its Co-Funding Option for a particular Co-Funded Product. In such event, Sunesis’ CK's funding obligation under this Section 3.2.3 3.4.2(b) above shall apply only with respect to post Phase I Later Stage Development Costs for of activities conducted with respect to such Co-Funded Product prior to the effective date of such termination. Should Sunesis CK terminate its Co-Funding Option under this Section 3.2 with respect to a particular Co-Funded ProductSection, (i) any royalties payable to Sunesis CK on such Co-Funded the Licensed Product shall be paid in accordance with Section 7.5.16.6.2(c). If CK terminates its Co-Funding Option under this Section, subject to Section 7.5.2(b), and (ii) Sunesis it shall relinquish its right to participate in the JDC pursuant to Section 5.4 and any right to its Co-Promotion Option under Section 4.2 for such Co-Funded Product. (d) Upon written notice to Biogen Idec at least ninety (90) days prior to the end of a budget year, Sunesis may elect to [*] its Co-Funding Percentage for a particular Co-Funded Product to either [*]% or [*]%, by so notifying Biogen Idec in writing, referencing this Section 3.2.3(d) and specifying such [*] percentage. In such event, Sunesis shall receive a [*] royalty on Net Sales of such Co-Funded Product in accordance with the schedule set forth in Section 7.5.2(c) below and Sunesis’ Co-Promotion rights under Section 4.2 shall be correspondingly [*]. Upon such election, Sunesis’ previous Co-Funding Percentage under this Section 3.2.3 shall apply only with respect to post Phase I Development Costs for activities conducted with respect to such Co-Funded Product prior to the end of the budget year in which Sunesis provided notice of such [*], thereafter Sunesis’ co-funding obligation under this Section 3.2.3 shall apply to the applicable [*] Co-Funding Percentage of the post Phase I Development Costs 7.4 with respect to such Co-Funded Product. Sunesis may [*] its Co-Funding Percentage in accordance with this Section 3.2.3(d) more than once, provided that (i) Sunesis shall not be permitted to subsequently [*] its Co-Funding Percentage for such Co-Funded Product, and (ii) Sunesis may [*] its Co-Funding Percentage under this Section 3.2.3(d) no more than once per budget year. As used herein, “budget year” shall mean a calendar year, provided that Biogen Idec shall have the right to change the budget year to coincide with Biogen Idec’s annual budget cycle, provided that Biogen Idec provide Sunesis with at least one hundred twenty (120) days notice of such change. [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (e) Notwithstanding the foregoing, in the event that Sunesis experiences a Change in Control, then Sunesis’ Co-Promotion rights under Section 4.2 and the right to participate in the JDC under Section 5.4 and any Product Teams under Section 3.3 shall terminate. In addition: (i) With respect to any Co-Funded Product for which Sunesis has exercised its Co-Funding Option prior to such Change of Control, Sunesis’ rights and obligations under this Section 3.2.3 shall continue, provided that Biogen Idec shall no longer be obligated to provide the detailed plans required of a Co-Development Plan and Budget to Sunesis (or its successor entity), but shall provide Sunesis (or its successor entity) with annual budgets of post Phase I Development Costs for such Co-Funded Product. (ii) Sunesis’ Co-Funding Option with respect to future Products shall continue as well (i.e. with respect to Products that are not Co-Funded Products as of the date of such Change of Control), provided that Biogen Idec shall no longer be obligated to provide for each Product the detailed plans and clinical data required of an Initial Development Plan and Phase II Notice. Biogen Idec shall, however, provide Sunesis (or its successor entity) with annual budgets of post Phase I Development Costs for such Co-Funded Product in accordance with the timetable for a Phase II Notice set forth in Section 3.2.1, and shall provide reasonable cooperation to Sunesis (or its successor entity) in evaluating such Product and the post Phase I Development Costs related thereto, including consulting with Sunesis (or its successor entity) in good faith regarding such annual budgets and the financial, scientific and regulatory assumptions reflected therein.

Co-Funding Obligation. In the event Sunesis CK exercises its Co-Funding Option with respect to a Licensed Product, Sunesis CK shall specify in the Election Notice whether CK elects to fund either [*] ([*]) or [*] ([*]) of the Later Stage Development Costs for such Licensed Product. The percentage so specified by CK is referred to as the "CK Percentage" for such Licensed Product. Following such election, CK shall be obligated to reimburse Biogen Idec GSK for a percentage (the “Co-Funding Percentage”) CK Percentage of post Phase I such Later Stage Development Costs for such Licensed Product, subject to the provisions of this Section 3.2. It is understood and agreed that the Co-Funding Percentage shall initially be [*] percent ([*]%) for each Co-Funded Product. In addition the following shall apply:3.4. (a) The comprehensive development plan and budget provided with the [*], as modified in accordance with this Section 3.4.2(a), is referred to as the "Co-Development Plan and Budget will be updated on a quarterly basis. Promptly following the final Biogen Idec Board Budget." By October 1 of Directors meeting each calendar year during the development activities Later Stage Development for a particular Co-Funded Product or such other date as is mutually agreed by the PartiesParties (which will be established under Section 3.5 below), the JDC shall update and amend the Co-Development Plan and Budget for such Co-Funded Product for the next succeeding year. Unless otherwise specified in the Co-Development Plan and Budget, any amounts projected for a full year shall be considered budgeted in four equal quarterly amounts. (b) Within sixty (60) days after CK exercises its Co-Funding Option with respect to a Licensed Product, but in any event prior to the initiation of the first [*] for such Licensed Product, CK and GSK shall establish specific reasonable Later Stage Development Costs invoicing and payment procedures. Such procedures shall include the form of invoice, overall documentation requirements and accounting methodologies for Later Stage Development Costs, and specific documentation of costs required with each invoice. Within sixty (60) days after the end of each calendar [*], GSK shall provide to CK a statement reflecting the total Later Stage Development Costs incurred by GSK during such calendar [*] with respect to the particular Co-Funded Product. Within sixty (60) days after CK's receipt of such statement, CK shall reimburse GSK for the CK Percentage of Later Stage Development Costs incurred by GSK during such [*] period in accordance with the Co-Development Plan and Budget for such Co-Funded Product. CK may elect to defer payment, in whole or in part, of any amount due under this Section 3.4.2(b) for up to an additional [*] ([*]) months after such payment would otherwise have been due, by providing notice to GSK of the amount for which payment is to be deferred and the period of the deferment. Any payment amount so deferred shall bear interest at a rate of [*] percent ([*]%) per annum, calculated on the number of days from the end of the [*] day period after the calendar [*] in which such Later Stage Development Costs were incurred, until the date paid by CK. GSK agrees to keep CK informed on * Certain information on this page has been redacted omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Budget for such Co-Funded Product for an ongoing basis as to the subsequent year. Biogen Idec shall provide Sunesis with reasonable opportunity actual Later Stage Development Costs incurred to provide input into each Co-date as compared to the Later Stage Development Plan and Budget, and , subject to Article 5, Biogen Idec shall reasonably consider Sunesis’ comments Costs reflected in establishing and updating each the Co-Development Plan and Budget. (bc) Within thirty Notwithstanding the foregoing, CK shall not be obligated to reimburse GSK for amounts greater than [*] percent (30[*]%) days after in excess of the end of each calendar quarter, Biogen Idec shall provide to Sunesis a statement reflecting the total post Phase I Later Stage Development Costs incurred by Biogen Idec provided in accordance with (i) the then-current Co-Development Plan and Budget, or (ii) the Development Plan and Budget during provided with the [*], whichever is lower (the CK Percentage of such calendar quarter excess amounts being referred to as the "Deferred Excess Amount") in accordance with the time periods and schedule set forth in Section 3.4.2(b). In the event that CK elects not to reimburse such Deferred Excess Amount in accordance with the time periods and schedule set forth in Section 3.4.2(b), then, at GSK's option either (i) CK shall repay such Deferred Excess Amount on the [*] anniversary of the date such Deferred Excess Amount would otherwise have been payable under paragraph (b) above, together with interest thereon at the rate of [*] percent ([*]%) per annum, calculated from the date such Deferred Excess Amount would have been so due under paragraph (b); or (ii) GSK shall be entitled to credit such excess costs, plus interest at a rate of [*] percent ([*]%) per annum, calculated from the date such costs would have otherwise been due, against royalties payable under Section 6.6.2 with respect to each such Co-Funded Product. Within thirty GSK shall make such election with respect to all Deferred Excess Amounts for a particular Co-Funded Product by so notifying CK within sixty (3060) days after Sunesis’ receipt of such statement, Sunesis shall reimburse Biogen Idec for the applicable Co-Funding Percentage of the post Phase I Development Costs incurred by Biogen Idec during such calendar quarter date CK first elects to defer a Deferred Excess Amount under this Section 3.4.2(c) for such Co-Funded Product. In the event of (i), CK may repay such Deferred Excess Amount earlier than the date it would be payable under (i) above, without penalty, and with interest only accruing until the date so paid by CK. (d) In the event CK assigns this Agreement to a Third Party that acquires all or substantially all of the business or assets of CK, and such entity is a pharmaceutical or biotechnology company having worldwide net sales of pharmaceutical products which, in its last full fiscal year prior to such assignment, were in excess of the equivalent of [*] US Dollars ($[*]), or in the event that CK merges or consolidates or concludes a similar transaction with suxx x xxxxmaceutical or biotechnology entity, in which such entity becomes an Affiliate of CK, CK's ability to defer any payments due under Section 3.4.2(b) or (c) Upon shall terminate, and CK shall reimburse GSK for all past payments due, including applicable interest thereon, within ninety (90) days after the closing of such acquisition, merger or consolidation. (e) Upon [*] ([*]) months written notice to Biogen IdecGSK, Sunesis CK may terminate its Co-Funding Option for a particular Co-Funded Product. In such event, Sunesis’ CK's funding obligation under this Section 3.2.3 3.4.2(b) above shall apply only with respect to post Phase I Later Stage Development Costs for of activities conducted with respect to such Co-Funded Product prior to the effective date of such termination. Should Sunesis CK terminate its Co-Funding Option under this Section 3.2 with respect to a particular Co-Funded ProductSection, (i) any royalties payable to Sunesis CK on such Co-Funded the Licensed Product shall be paid in accordance with Section 7.5.16.6.2(c). If CK terminates its Co-Funding Option under this Section, subject to Section 7.5.2(b), and (ii) Sunesis it shall relinquish its right to participate in the JDC pursuant to Section 5.4 and any right to its Co-Promotion Option under Section 4.2 for such Co-Funded Product. (d) Upon written notice to Biogen Idec at least ninety (90) days prior to the end of a budget year, Sunesis may elect to [*] its Co-Funding Percentage for a particular Co-Funded Product to either [*]% or [*]%, by so notifying Biogen Idec in writing, referencing this Section 3.2.3(d) and specifying such [*] percentage. In such event, Sunesis shall receive a [*] royalty on Net Sales of such Co-Funded Product in accordance with the schedule set forth in Section 7.5.2(c) below and Sunesis’ Co-Promotion rights under Section 4.2 shall be correspondingly [*]. Upon such election, Sunesis’ previous Co-Funding Percentage under this Section 3.2.3 shall apply only with respect to post Phase I Development Costs for activities conducted with respect to such Co-Funded Product prior to the end of the budget year in which Sunesis provided notice of such [*], thereafter Sunesis’ co-funding obligation under this Section 3.2.3 shall apply to the applicable [*] Co-Funding Percentage of the post Phase I Development Costs 7.4 with respect to such Co-Funded Product. Sunesis may [*] its Co-Funding Percentage in accordance with this Section 3.2.3(d) more than once, provided that (i) Sunesis shall not be permitted to subsequently [*] its Co-Funding Percentage for such Co-Funded Product, and (ii) Sunesis may [*] its Co-Funding Percentage under this Section 3.2.3(d) no more than once per budget year. As used herein, “budget year” shall mean a calendar year, provided that Biogen Idec shall have the right to change the budget year to coincide with Biogen Idec’s annual budget cycle, provided that Biogen Idec provide Sunesis with at least one hundred twenty (120) days notice of such change. [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (e) Notwithstanding the foregoing, in the event that Sunesis experiences a Change in Control, then Sunesis’ Co-Promotion rights under Section 4.2 and the right to participate in the JDC under Section 5.4 and any Product Teams under Section 3.3 shall terminate. In addition: (i) With respect to any Co-Funded Product for which Sunesis has exercised its Co-Funding Option prior to such Change of Control, Sunesis’ rights and obligations under this Section 3.2.3 shall continue, provided that Biogen Idec shall no longer be obligated to provide the detailed plans required of a Co-Development Plan and Budget to Sunesis (or its successor entity), but shall provide Sunesis (or its successor entity) with annual budgets of post Phase I Development Costs for such Co-Funded Product. (ii) Sunesis’ Co-Funding Option with respect to future Products shall continue as well (i.e. with respect to Products that are not Co-Funded Products as of the date of such Change of Control), provided that Biogen Idec shall no longer be obligated to provide for each Product the detailed plans and clinical data required of an Initial Development Plan and Phase II Notice. Biogen Idec shall, however, provide Sunesis (or its successor entity) with annual budgets of post Phase I Development Costs for such Co-Funded Product in accordance with the timetable for a Phase II Notice set forth in Section 3.2.1, and shall provide reasonable cooperation to Sunesis (or its successor entity) in evaluating such Product and the post Phase I Development Costs related thereto, including consulting with Sunesis (or its successor entity) in good faith regarding such annual budgets and the financial, scientific and regulatory assumptions reflected therein.