Election Under [Section 83(b)]. The Grantee and the Company hereby agree that the Grantee may, within 30 days following the Grant Date of this Award, file with the Internal Revenue Service and the Company an election under Section 83(b) of the Internal Revenue Code. In the event the Grantee makes such an election, he or she agrees to provide a copy of the election to the Company. The Grantee acknowledges that he or she is responsible for obtaining the advice of his or her tax advisors with regard to the [Section 83(b)] election and that he or she is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with regard to such election.

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. 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.

Election Under [Section 83(b)]. The Grantee and the Company hereby agree that the Grantee may, within 30 days following the Grant Date of this Award, file with the Internal Revenue Service and the Company an election under Section 83(b) of the Internal Revenue Code. In the event the Grantee makes such an election, he or she agrees to provide a copy of the election to the Company. The Grantee acknowledges that he or she is responsible for obtaining the advice of his or her tax advisors with regard to the [Section 83(b)] election and that he or she is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with regard to such election.

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 Under [Section 83(b)]. The Grantee and the Company hereby agree that the Grantee may, within 30 days following the Grant Date of this Award, file with the Internal Revenue Service and the Company an election under Section 83(b) of the Internal Revenue Code. In the event the Grantee makes such an election, he or she agrees to provide a copy of the election to the Company. The Grantee acknowledges that he or she is responsible for obtaining the advice of his or her tax advisors with regard to the [Section 83(b)] election and that he or she is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with regard to such election.

Election Under [Section 83(b)]. The Grantee and the Company hereby agree that the Grantee may, within 30 days following the Grant Date of this Award, file with the Internal Revenue Service and the Company an election under Section 83(b) of the Internal Revenue Code. In the event the Grantee makes such an election, he or she agrees to provide a copy of the election to the Company. The Grantee acknowledges that he or she is responsible for obtaining the advice of his or her tax advisors with regard to the [Section 83(b)] election and that he or she is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with regard to such election.

Election Under [Section 83(b)]. The Grantee and the Company hereby agree that the Grantee may, within 30 days following the Grant Date of this Award, file with the Internal Revenue Service and the Company an election under Section 83(b) of the Internal Revenue Code. In the event the Grantee makes such an election, he or she agrees to provide a copy of the election to the Company. The Grantee acknowledges that he or she is responsible for obtaining the advice of his or her tax advisors with regard to the [Section 83(b)] election and that he or she is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with regard to such election.

Election Under [Section 83(b)]. The Grantee and the Company hereby agree that the Grantee may, within 30 days following the Grant Date of this Award, file with the Internal Revenue Service and the Company an election under Section 83(b) of the Internal Revenue Code. In the event the Grantee makes such an election, he or she agrees to provide a copy of the election to the Company. The Grantee acknowledges that he or she is responsible for obtaining the advice of his or her tax advisors with regard to the [Section 83(b)] election and that he or she is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with regard to such election.

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.