Millennium may elect to decline to file or, having filed, decline to further prosecute and maintain any Collaboration Patent or other Patent Right under [Section 7.2.2.(a)], in which event Millennium shall provide Sunesis with written notice thereof prior to the expiration of any deadline, without considering any possible extensions thereof, relating to such activities, but in any event with at least thirty five (35) business days’ prior notice. In such circumstances Sunesis shall have the right to decide, with reason and with written notice at least thirty (30) business days’ prior to the deadline, that Millennium should continue to file or prosecute such Patent Right. Millennium shall then have the option to decide, with at least twenty (20) business days’ notice to Sunesis to: # continue to file or prosecute such Patent Right at its cost and expense, or # allow Sunesis to file or prosecute such Patent Right at its own cost and expense using counsel

Sunesis may elect to decline to file or, having filed, decline to further prosecute and maintain any Collaboration Patent or other Patent Right under [Section 7.2.2], in which event Sunesis shall provide Millennium with written notice thereof prior to the expiration of any deadline, without considering any possible extensions thereof, relating to such activities, but in any event at least thirty five (35) business days prior notice. In such circumstances Millennium shall have the right to decide, with reason and with written notice at least thirty (30) business days prior to the deadline, that Sunesis should continue to file or prosecute such Patent Right. Sunesis shall then have the option to decide, with at least twenty (20) business days’ notice to Millennium to: # continue to file or prosecute such Patent Right at its cost and expense, or # allow Millennium to file or prosecute such Patent Right at its own cost and expense using counsel of its own choice. In the event that Sunesis elects option (ii), then Sunesis shall cooperate with Millennium to promptly transfer relevant prosecution materials to Millennium.