Election. Buyer agrees not to make or cause the Company to make any election under Section 338(g) of the Code without the prior written consent of the Sellers

Annual Retainer Election. For each calendar year of the Non-Employee Director’s service, the Non-Employee Director will have the opportunity to elect in writing in a form provided by the Company and delivered to the Company, prior to January 1 of the applicable year, payment of the Annual Retainer in cash or an equivalent number of Restricted Stock Units (as defined in the Company’s 2014 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Equity Plan”)), determined by dividing # the Annual Retainer by # the Fair Market Value (as defined in the Plan) of one share of the Company’s common stock on the last trading day prior to January 1 of the year to which the Annual Retainer relates. Restricted Stock Units will be issued under, and subject to the terms of, the Equity Plan and a separate restricted stock unit agreement and will vest, subject to the Non-Employee Director’s continued service, in one single installment on January 1 of the year following the year to which the Annual Retainer relates. Unless otherwise determined by the Board, unvested Restricted Stock Units will be forfeited upon the Non- Employee Director’s termination of service.

Annual Retainer Election. For each calendar year of the Non-Employee Director’s service, the Non-Employee Director will have the opportunity to elect in writing in a form provided by the Company and delivered to the Company, prior to January 1 of the applicable year, payment of the Annual Retainer in cash or an equivalent number of Restricted Stock Units (as defined in the Company’s 2014 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Equity Plan”)), determined by dividing # the Annual Retainer by # the Fair Market Value (as defined in the Plan) of one share of the Company’s common stock on the last trading day prior to January 1 of the year to which the Annual Retainer relates. Restricted Stock Units will be issued under, and subject to the terms of, the Equity Plan and a separate restricted stock unit agreement and will vest, subject to the Non-Employee Director’s continued service, in one single installment on January 1 of the year following the year to which the Annual Retainer relates. Unless otherwise determined by the Board, unvested Restricted Stock Units will be forfeited upon the Non-Employee Director’s termination of service.

Annual Retainer Election. For each calendar year of the Non-Employee Director’s service, the Non-Employee Director will have the opportunity to elect in writing in a form provided by the Company and delivered to the Company, prior to January 1 of the applicable year, payment of the Annual Retainer in cash or an equivalent number of Restricted Stock Units (as defined in the Company’s 2014 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Equity Plan”)), determined by dividing # the Annual Retainer by # the Fair Market Value (as defined in the Plan) of one share of the Company’s common stock on the last trading day prior to January 1 of the year to which the Annual Retainer relates. Restricted Stock Units will be issued under, and subject to the terms of, the Equity Plan and a separate restricted stock unit agreement and will vest, subject to the Non-Employee Director’s continued service, in one single installment on January 1 of the year following the year to which the Annual Retainer relates. Unless otherwise determined by the Board, unvested Restricted Stock Units will be forfeited upon the Non-Employee Director’s termination of service.

Annual Retainer Election. For each calendar year of the Non-Employee Director’s service, the Non-Employee Director will have the opportunity to elect in writing in a form provided by the Company and delivered to the Company, prior to January 1 of the applicable year, payment of the Annual Retainer in cash or an equivalent number of Restricted Stock Units (as defined in the Company’s 2014 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Equity Plan”)), determined by dividing # the Annual Retainer by # the Fair Market Value (as defined in the Plan) of one share of the Company’s common stock on the last trading day prior to January 1 of the year to which the Annual Retainer relates. Restricted Stock Units will be issued under, and subject to the terms of, the Equity Plan and a separate restricted stock unit agreement and will vest, subject to the Non-Employee Director’s continued service, in one single installment on January 1 of the year following the year to which the Annual Retainer relates. Unless otherwise determined by the Board, unvested Restricted Stock Units will be forfeited upon the Non-Employee Director’s termination of service.

Annual Election. Each Outside Director may make a Retainer Award Election with respect to Annual Retainer Cash Payments payable to such Outside Director in the following calendar year (the “Annual Election”). The Annual Election must be submitted to the Company’s Chief Financial Officer within the Company’s fourth quarter open trading window (the “Fourth Quarter Trading Window”) of the calendar year immediately preceding the calendar year to which the Retainer Cash Payments relate (the last day of such trading window, the “Annual Election Deadline”), and, except as provided in # below, the Annual Election shall become irrevocable effective as of the Annual Election Deadline, provided that if such calendar year does not contain a Fourth Quarter Trading Window, Outside Directors will not be eligible to make an Annual Election in such calendar year.

Annual Deferral Election. Except as otherwise provided in [Article IV] hereof, a Participant's election (or deemed election) to defer Annual Compensation shall

Annual Election. Each Outside Director may make a Retainer Award Election with respect to Annual Retainer Cash Payments payable to such Outside Director in the following calendar year (the “Annual Election”). The Annual Election must be submitted to the Company’s Chief Financial Officer within the Company’s fourth quarter open trading window (the “Fourth Quarter Trading Window”) of the calendar year immediately preceding the calendar year to which the Retainer Cash Payments relate (the last day of such trading window, the “Annual Election Deadline”), and, except as provided in # below, the Annual Election shall become irrevocable effective as of the Annual Election Deadline, provided that if such calendar year does not contain a Fourth Quarter Trading Window, Outside Directors will not be eligible to make an Annual Election in such calendar year.

Election. For so long as Sunesis continues to have a Co-Funding Option, Biogen Idec shall notify Sunesis { * } for each Product in each of the applicable territories described above in [Section 3.2] where the primary endpoint of such trial involves a preliminary determination of efficacy. Such notice shall include the date { * }. Sunesis may elect, by so notifying Biogen Idec in writing { * } (the “Notice Period”), to participate in the further development of such Product in the applicable territory, as described in this [Section 3.2] (such notice, the “Election Notice”). { * } until the end of the Notice Period, Biogen Idec shall cooperate fully with Sunesis, and shall promptly provide Sunesis with access to such material information, to the extent such information is not included in the Initial Development Plan or otherwise has not been communicated previously to Sunesis, as Sunesis may reasonably request to enable Sunesis to make an informed decision whether to exercise its Co-Funding Option under this [Section 3.2] with respect to such Product. Such cooperation shall include, without limitation, consulting with Sunesis in good faith regarding the Initial Development Plan, and the financial, scientific and regulatory assumptions reflected therein. In the event Sunesis exercises its Co-Funding Option with respect to a particular Product (such Product, a “Co-Funded Product”), the provisions of [Sections 3.2.2 through 3.2.4] below shall apply with respect to such Co-Funded Product in the Co-Funded Territory. The “Co-Funded Territory” shall consist of the Initial Territory for each Co-Funded Product, and in the event Sunesis elects to exercise its Co-Funding Option for Japan with respect to a particular Co-Funded Product, the Co-Funded Territory shall mean all territories worldwide for such Co-Funded Product.

Annual Retainer Election. For each calendar year of the Non-Employee Director’s service, the Non-Employee Director will have the opportunity to elect in writing in a form provided by the Company and delivered to the Company, prior to January 1 of the applicable year, payment of the Annual Retainer in cash or an equivalent number of Restricted Stock Units (as defined in the Company’s 2014 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Equity Plan”)), determined by dividing # the Annual Retainer by # the Fair Market Value (as defined in the Plan) of one share of the Company’s common stock on the last trading day prior to January 1 of the year to which the Annual Retainer relates. Restricted Stock Units will be issued under, and subject to the terms of, the Equity Plan and a separate restricted stock unit agreement and will vest, subject to the Non-Employee Director’s continued service, in one single installment on January 1 of the year following the year to which the Annual Retainer relates. Unless otherwise determined by the Board, unvested Restricted Stock Units will be forfeited upon the Non-Employee Director’s termination of service.