Agreement in Connection with Public Offering. The Participant agrees, in connection with the initial underwritten public offering of the Company’s securities pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”): # not to sell, make short sale of, loan, grant any options for the purchase of, or otherwise dispose of any shares of Common Stock held by the Participant (other than those shares included in the offering) without the prior written consent of the Company or the underwriters managing such initial underwritten public offering of the Company’s securities for a period of 180 days from the effective date of such registration statement, which period may be extended upon the request of the underwriters for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, and # to execute any agreement reflecting [clause (i) above] as may be requested by the Company or the managing underwriters at the time of such offering.

Public Offering. The provisions of the Plan that refer to a Public Offering shall be effective, if at all, upon the initial registration of the Company Stock under Section 12(b) or Section 12(g) of the Exchange Act (a “Public Offering”), and shall remain effective thereafter for so long as such stock is so registered.

Profits in Connection with Transfers. Tenant shall, within thirty (30) days of receipt thereof, pay to Landlord fifty percent (50%) of any rent, sum or other consideration to be paid or given in connection with any Transfer (excluding payments or consideration paid or given for the sale merger or consolidation of Tenant’s business in connection with a Permitted Transfer), either initially or over time, after deducting reasonable actual out-of-pocket legal, and brokerage expenses incurred by Tenant and unamortized improvements paid for by Tenant in connection therewith, in excess of Rent hereunder as if such amount were originally called for by the terms of this Lease as Additional Rent.

Agreement in Connection with Public Offering. The Participant agrees, in connection with the initial underwritten public offering of the Company’s securities pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”): # not to sell, make short sale of, loan, grant any options for the purchase of, or otherwise dispose of any shares of Common Stock held by the Participant (other than those shares included in the offering) without the prior written consent of the Company or the underwriters managing such initial underwritten public offering of the Company’s securities for a period of 180 days from the effective date of such registration statement, which period may be extended upon the request of the underwriters for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, and # to execute any agreement reflecting [clause (i) above] as may be requested by the Company or the managing underwriters at the time of such offering.

Profits In Connection with Transfers. Except as for Permitted Transfers, Tenant shall, within thirty (30) days of receipt thereof, pay to Landlord fifty percent (50%) of any rent, sum or other consideration paid or given in connection with any Transfer, either initially or over time, after deducting reasonable actual out-of-pocket costs and expenses incurred with respect to such Transfer, including, without limitation, legal and brokerage expenses, unamortized improvements paid for by Tenant in connection therewith and the unamortized costs and expenses incurred by Tenant for the initial improvements in the Transfer Premises, in excess of Rent hereunder as if such amount were originally called for by the terms of this Lease as Additional Rent.

Public Offering. The Corporation shall not undertake a Qualifying Initial Public Offering or merger with and into a publicly traded company such that the survivor is a publicly traded corporation unless in each case the transaction is based on the Corporation having a current enterprise value or pre-money valuation of not less than $14,000,000 as reflected in the proposed transaction documents.

Rights in Connection with Bankruptcy. If the Mortgaged Property or any portion thereof or any interest therein becomes property of any bankruptcy estate or subject to any State or federal insolvency proceeding, or in the event of the filing of any voluntary or

In the event that at any time after the Effective Date, the Board shall approve an offering of Equity Securities of the Company or a successor through an initial public offering and sale of any of the Equity Securities of the Company pursuant to an effective registration statement under the Securities Act (an “IPO”), then, to facilitate such offering, the Board shall have the power to cause the Company to be reorganized as a corporation (such corporation being hereinafter referred to as “NewCo”) under the General Corporation Law of the State of Delaware by incorporation, merger, conversion, contribution, recapitalization, reorganization or exchange or other permissible manner (a “Corporate Conversion”), and the Members shall cooperate in good faith to effectuate such Corporate Conversion and IPO. The Corporate Conversion and NewCo shall be structured to, and the charter, bylaws, shareholder and other agreements for NewCo shall, provide in the aggregate all Members and Units with the same rights, obligations, economic interests, protections and other terms as they have or enjoy in the Company, or as close thereto as is reasonably possible. Without limiting the generality of the foregoing, each holder of Units hereby waives any dissenter’s rights, appraisal rights or similar rights in connection with any such incorporation, merger, conversion, contribution, recapitalization, reorganization or exchange. The provisions of this [Section 12.7] and all references to the defined term “IPO” in this Agreement will apply, mutatis mutandis, to any Solvent Reorganization approved by the Board.

Publication in Connection with { * }. Notwithstanding [Section 11.4], with respect to manuscripts that are related to the discovery and target of { * }, Biogen shall provide Sunesis a copy of each proposed manuscript at least { * } days prior to submission; provided, however, that Biogen shall be under no obligation to withhold publication or disclosure of { * }-related scientific results contained therein or otherwise modify or remove such information from the proposed manuscript.

Public Offering. On and after the consummation of a Public Offering, the Company shall have no further right to purchase shares of Company Stock under this Section 8. The requirements of this Section 8 shall lapse and cease to be effective upon a Public Offering.