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.

. If on the last day of any Measurement Period (commencing with the Measurement Period ending September 30, 2021), there are outstanding Revolving Loans and Letters of Credit (excluding # undrawn Letters of Credit in an aggregate face amount up to $10,000,000 (with only such Letter of Credit amounts in excess of $10,000,000 being considered outstanding for purposes of this [Section 7.16]) and # Letters of Credit (whether drawn or undrawn) to the extent reimbursed, cash collateralized at 103% of the face amount thereof or backstopped on terms reasonably acceptable to the applicable Issuing Lender) in an aggregate principal amount exceeding 35% of the aggregate principal amount of all Revolving Commitments under all outstanding Revolving Facilities, the Borrower shall not permit the First Lien Net Leverage Ratio as of the last day of such Measurement Period to be greater than 3.50 to 1.00 (such compliance to be determined for each Measurement Period on the basis of the financial information delivered to the Administrative Agent pursuant to Section 6.1(b) and Section 6.1(c) for such Measurement Period) (the “Financial Covenant”).

Restrictive Covenant. In consideration of the Award that the Company has granted to Participant in this Agreement, Participant agrees not to engage in Prohibited Activity during Participant’s employment with the Company Group and for a period of [CEO: 24][EVP:18][SVPs: 12][all others: six] months after Participant’s Termination of employment with the Company Group (the “Restricted Period”). If the Participant engages in a Prohibited Activity during the Restricted Period, the Company or its appropriate Subsidiaries may seek an injunction from a court of competent jurisdiction to prevent Participant from engaging in the Prohibited Activity during the Restricted Period without the necessity of posting bond or other security to obtain the injunction. Both the Company and the Participant agree that monetary damages alone are an insufficient remedy for breach of the foregoing covenant. The Company or its appropriate Subsidiaries may seek monetary damages in addition to an injunction, and the covenant in favor of the Company Group in this Agreement is in addition to, and not in lieu of, any similar covenants that Participant may have entered into in favor of any member of the Company Group in any employment or other agreement. To the extent that a court of competent jurisdiction rules that the restrictions in the foregoing covenant are too broad, these restrictions shall be interpreted and construed in the broadest possible manner to provide the Company Group the broadest possible protection, including (without limitation) with respect to geographic coverage, activities of the Company Group’s businesses and time of applicability of the restrictions.

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.

Financial Covenant. Borrowers shall, at all times, maintain Liquidity in an amount not less than the greater of # ​ (​) or # Monthly Burn multiplied by # ​ (​) if Borrower has not drawn a Tranche B Term Loan, or # ​ (​) if Borrower has drawn a Tranche B Term Loan.

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 { * }.

Financial Covenant. Parent shall achieve the following:

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.