Each Non-Employee Director must submit his or her Initial Grant Election, Annual Grant Election and Cash Retainer Election to the Company in the form and manner specified by the Board or the Compensation Committee, as follows. An individual who fails to make a timely Cash Retainer Election shall not receive a Retainer Equity Grant and instead shall receive the applicable annual retainer in cash. An individual who fails to make a timely Initial Grant Election and/or Annual Grant Election shall receive an Initial Equity Grant or Annual Equity Grant, as applicable, in restricted stock units.

Election. On a Product-by-Product basis, ​, Gilead shall provide written notice to [[Durect:Organization]] referencing this [Section 5.2(c)] (the “Manufacturing Notice”) and specifying whether Gilead will undertake the initial manufacture of such Product or will use a Third Party Supplier to initially manufacture such Product for Phase 2 Clinical Trial(s), Phase 3 Clinical Trial(s) and commercialization of such Product. For clarity, following delivery of such Manufacturing Notice, Gilead shall have the right, itself or through any Affiliate or Third Party Supplier, to manufacture such Product for research, Phase 1 Clinical Trials, Phase 2 Clinical Trials, Phase 3 Clinical Trials and commercialization of Product for the Field in the Territory.

Election. At the request of Buyer, the Company and Seller shall join with Buyer and its immediate parent in making, and shall take any and all actions necessary to effect, an election under Section 338(h)(10) of the Code and any corresponding election under state, local, and foreign Law with respect to the purchase and sale of the Shares of the Company hereunder (collectively, a “[Section 338(h)(10)] Election”). If a [Section 338(h)(10)] Election is made, Seller shall include any income, gain, loss, deduction or other Tax item resulting from the [Section 338(h)(10)] election on their Tax Returns to the extent required by Applicable Law. If Buyer requests a [Section 338(h)(10)] Election, Seller and Buyer shall, within ten (10) days prior to the date such forms are required to be filed under applicable law, exchange completed and executed copies of IRS Forms 8023 and 8883, required schedules thereto, and any similar state, local or foreign forms. The completed and executed IRS Form 8883 shall reflect the allocation schedule agreed to by Seller and Buyer pursuant to [Schedule 6.05(a)]. In the event there is a dispute in regard to the allocation schedule, Seller agrees to adopt Buyer’s position. If a [Section 338(h)(10)] Election is made, Seller and Buyer shall report the purchase and sale of the Shares consistent with the treatment of the purchase of the Shares as a “qualified stock purchase” and consistent with the [Section 338(h)(10)] Election and shall take no position inconsistent therewith in any Tax Return, any proceeding before any Tax authority or otherwise. Buyer agrees to pay to Seller the amount described in [Schedule 6.05(a)] which shall reflect Seller’s additional Tax

Election Notice. During the Election Period, a Participant shall submit an executed Election Notice to the Plan Committee to irrevocably elect to defer a portion of his or her Base Compensation and/or Bonus Compensation for the applicable Plan Year pursuant to [Sections 3.1, 3.2, and 3.3]3] hereunder. A Participant's Deferral Election for a Plan Year expires at the end of such Plan Year, and a new Election Notice must be filed for each subsequent Plan Year. A Participant's failure to properly complete an Election Notice in accordance with this Section 2.3 shall be deemed an election by the Participant to defer zero percent (0%) of his or her Base Compensation and/or Bonus Compensation, as applicable.

Election . Each “qualified Participant” (as defined below) in the Plan may elect within ninety (90) days after the close of each Plan Year in the “qualified election period” (as defined below) to direct the Plan to diversify up to twenty‑five percent (25%) of the Participant’s “eligible Account” (as defined below) in this Plan (to the extent such portion exceeds the amount to which a prior diversification election under this Section 7.8 applied). In the case of

Election. Prior to 5:00 p.m. Eastern time on the final business day preceding June 1 of a given calendar year or, for a Non-Employee Director whose service as a Non-Employee Director commences in such given calendar year, such later date on which the Non-Employee Director’s service as a Non-Employee Director commences and that occurs prior to July 1 of such given calendar year (in any case, the “Election Deadline”), by delivery to the Company of a written election in a form provided by the Company (an “Election”), a Non-Employee Director may elect to receive payment of the entire Annual Retainer payable to the Non-Employee Director under this Program for services performed during the period beginning on July 1 occurring after the Election Deadline and ending on June 30 of the following calendar year (each such period, a “Service Year”) in the form of one or more options (each, an “Elective Option”) to purchase shares of the Company’s common stock (“Shares”) as set forth in this Section I(B) and Section II(D) rather than in cash in accordance with Section I(A). A Non-Employee Director who makes an Election will be granted a separate Elective Option for the Base Retainer (a “Base Retainer Elective Option”) and for each Committee Member Retainer (a “Committee Member Retainer Elective Option”) that such Non-Employee Director would, as of the applicable Issue Date, otherwise have been entitled to receive under this Program in cash for service on the Board and its committees during the applicable Service Year. If a Non-Employee Director commences service on a committee of the Board following the Issue Date for a given Service Year, the Non-Employee Director will receive the Committee Member Retainer for such committee service during the corresponding Service Year in cash pursuant to Section I(A) and not in the form of a Committee Member Retainer Elective Option under this Section II(B).

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

Election. To elect an optional form of payment, the Member shall submit to the Committee a distribution election on the form prescribed by the Committee no later than # 30 days following the date in which the Member first becomes eligible to participate in the Plan or # December 31, 2016, if the Member was participating in the Plan on such date. The election will apply to all Pension Benefits earned after the date of the election. The Member may elect an optional form of annuity payment for his or her Pension Benefit that is different from any optional form of annuity payment elections made by the Member for any Thrift Benefits under the Plan. Effective January 1, 2020, the Pension Benefit was frozen and, on and after such date, no Member shall make an election under this Section 3.03(b). All Pension Benefit elections made on an after January 1, 2020 shall be made in accordance with Section 3.03(e).

Election. To elect an optional form of payment, the Member shall submit to the Committee a distribution election on the form prescribed by the Committee no later than # 30 days following the date in which the Member first becomes eligible to participate in the Plan or # December 31, 2016, if the Member was participating in the Plan on such date. The election will apply to all Pension Benefits earned after the date of the election. The Member may elect an optional form of annuity payment for his or her Pension Benefit that is different from any optional form of annuity payment elections made by the Member for any Thrift Benefits under the Plan. Effective January 1, 2020, the Pension Benefit was frozen and, on and after such date, no Member shall make an election under this Section 3.03(b). All Pension Benefit elections made on an after January 1, 2020 shall be made in accordance with Section 3.03(e).

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.