Sunesis Covenant { * }. Notwithstanding the foregoing, the covenant set forth in this Section 6.6 shall not apply to # any pharmaceutical compound that is { * } with respect to which Biogen Idec is not using Commercially Reasonable and Diligent Efforts or # [[Unknown Identifier]]. Biogen Idec shall provide Sunesis with a Diligence Summary with respect to the { * }.

Restrictive Covenant. During the Term and for any period of time thereafter during which Executive is either continuing to receive compensation under this Agreement or one year, whichever period of time is longer (the “Restrictive Period”), Executive shall not, in any capacity, whether for his own account or on behalf of any other person or organization, directly or indirectly, with or without compensation, # own, operate, manage, or control, # serve as an officer, director, partner, member, employee, agent, consultant, advisor or developer or in any similar capacity to, # render services in any capacity, or # have any financial interest in, or aid or assist any person or enterprise engaged in any Competitive Business located in any area in which the Company owns, leases or programs a radio station, at any time during Executive’s employment with the Company (the “Territory”). A “Competitive Business” is a person or entity that broadcasts or transmits its Radio Programming, on-air content primarily in the Spanish-language and which competes with any Radio service offered by the Company (including any parent, subsidiary or affiliate). Competitive Business shall also include digital domains, satellite, and Internet radio providers. It is specifically understood by Executive that SBS, the SBS Stations and SBS-affiliated radio facilities or stations, if any, within the Territory (together, the “Company Entities”) are intended beneficiaries of the restrictive covenants contained in this Section. The parties agree that it will be deemed a violation of this section for Executive to render services, directly or indirectly, to any company that is in the business of owning, leasing or programming radio stations that broadcast primarily in the Spanish language during the Term or the Restrictive Period.

Financial Covenant. The Borrower shall not permit the Debt to Capitalization Ratio as of, and determined as of, the last day of each fiscal quarter and expressed as a percentage, to exceed 50%.

Noncompetition Covenant. During the Term of this Agreement, Executive will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer, lender or creditor or otherwise, engage, participate, assist, support or invest in any Competing Business.

Financial Covenant. Permit Excess Availability at any time to be less than the greater of # ten percent (10%) of the Combined Loan Caps (with the Loan Cap calculated without giving effect to the Term Loan Reserve) and # $10,000,000.7,000,000.

In support of the Executive’s commitment to maintain the confidentiality of the Company’s Confidential Information, # during the Executive’s employment with the Company and # for a period of two (2) years following termination of the Executive’s employment for any reason (the “NC Restricted Period”), the Executive shall not, directly or indirectly, # enter the employ of, or render services to (including as a salesperson, consultant or in strategic planning role), any “Competing Business” within the “Territory” (as such terms are defined below), # engage in any Competing Business within the Territory for his own account, or # become interested in a Competing Business within the Territory as a partner, shareholder (whether or not a controlling shareholder), director, officer, principal, agent, trustee, or in any other relationship or capacity. For purposes of this Agreement, “Competing Business” shall be defined as any business that engages in clinical research in drug development; provided, however, that this definition shall only apply to clinical research and development activities which involve products and services similar to those provided by the Company during the Term or which, during the Term, the Company anticipates providing; provided, that, as applied to conduct by the Executive following the Term, a Competing Business shall only include such activities that the Company was engaged in, or that the Company anticipated engaging in, as of the last day of the Term. For purposes of this Agreement, “Territory” shall be defined as each and all of the geographic areas and locations where # the Company carries on or transacts its business, # the Company sells or markets its products or services, or # the Company’s customers are located.

During the course of employment, the Executive agrees to promptly disclose in confidence to the Company all inventions, improvements, designs, original works of authorship, formulae, processes, algorithms, compositions of matter, computer software programs, databases, mask works, and trade secrets (“Inventions”) that the Executive makes or conceives or first reduces to practice or creates, either alone or jointly with others, whether or not in the course of his employment, and whether or not such Inventions are patentable, copyrightable, or protectable as trade secrets.

{ * } = 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.

Millennium Covenant { * }. To clarify, notwithstanding the foregoing, Millennium is free to research, develop, market, sell, promote, exploit or license, alone or in collaboration with others, any pharmaceutical compound that is { * }so long as none of them use any Millennium Licensed Technology, Sunesis Licensed Technology (as in effect prior to the Amendment Effective Date) or Collaboration Technology.

DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note : # the nonpayment of any principal, interest or other indebtedness when due under # this Note or # any and all obligations of the Borrower (or any of its affiliates) or Guarantor (or any of its affiliates) or any other direct or indirect subsidiary of [[Grantor:Organization]] Products Company to the Lender (the "PLPC Obligations"); # the occm1•ence of any event of default or any default and the lapse of any notice or cure period, or any Obligor's failure to observe or perfom1 any covenant, representation, warranty or other agreement, under or contained in any Loan Document or any other document now or in the future evidencing or securing any debt, liability or obligation of any Obligor to Lender, including, without limitation, the occurrence of any "Event of Default" (as defined therein) under the PLPC Obligations, provided, however, that no such failure to observe or pe1form any such covenant or other agreement (excluding default under Clause (i) above, Defective Collateralization, False Statements, Death or Insolvency, Creditor or Forfeiture Proceedings, Events Affecting Guarantor, and Change of Control) shall constitute an Event of Default unless such failure continues for a period of thirty (30) days after the earlier to occur of # the date when Borrower becomes aware of such failure and # the date when the Lender gives written notice to the Borrower of such failure; # the filing by or against any Obligor of any proceeding in bankruptcy, receivership, insolvency, reorganization, liquidation, conservatorship or similar proceeding (and, in the case of any such proceeding instituted against any Obligor, such proceeding is not dismissed or stayed within 30 days of the commencement thereof, provided that Lender shall not be obligated to advance additional funds hereunder during such period); # any assignment by any Obligor for the benefit of creditors, or any levy, garnishment,