Transition. As of the Effective Date, your employment with the Company in the position of Executive Chairman will terminate, and you shall continue to serve as non-executive Chairman of the Board until the earlier of your resignation, removal from the Board or death, or your successor as Chairman of the Board is duly appointed by the Board; provided, however, nothing contained herein shall adversely affect your rights to be elected to the Board by the stockholders of Parent pursuant to Parent's bylaws and applicable law. For the avoidance of doubt, all references in this Agreement to your “service with the company” or “employment with the Company”, shall include your employment or service with the Company and any of its affiliates and subsidiaries, as applicable. During the term of your services as Chairman of the Board, the Company will provide you with work space at the Company's offices as needed and such technical and administrative support (by Lisa Evans). You will also retain your Company email address for so long as you continue to serve as Chairman of the Board. As of the Effective Date, you currently serve on a number of boards of directors of for-profit and non-profit companies or organizations, other than the Board. You agree that, during your term of service on the Board, you will not increase the total number of for-profit or non-profit boards of directors on which you serve without the consent of the Board.

Transition. The Parties acknowledge that during the { * } following the Amendment Effective Date, Millennium cooperated fully with Sunesis and, promptly after the Amendment Effective Date, provided Sunesis with copies of all data, documentation and information provided by Biogen Idec to Millennium relating to the PDK Compounds (to the extent not previously provided), and Sunesis has the right to use and disclose such items.

Transition. Each of the Company and Executive shall use their respective reasonable efforts to cooperate with each other in good faith to facilitate a smooth transition of Executive’s duties to other executive(s) of the Company.

Transition. Each of the Company and Executive shall use their respective reasonable efforts to cooperate with each other in good faith to facilitate a smooth transition of Executive’s duties to other executive(s) of the Company. Without limiting the foregoing, Executive shall be available, on a non-exclusive basis, to respond to, and shall respond with reasonable promptness and completeness to, e-mail and telephone inquiries from the Company regarding transitional matters provided that such inquiries would not interfere in any significant manner with other business pursuits (including other employment) by Executive. For the avoidance of doubt, nothing in this Section 10(b) shall entitle Executive to the additional vesting of any stock options or otherwise prevent Executive’s unvested and unaccelerated stock options from terminating effective as of the Separation Date.

Transition. coordinating post-termination transition activities pursuant to Section 9.3.2 (Transition).

Transition. You agree to cooperate in matters relating to the transition of your employment as reasonably requested by the Company.

Transition. BMS agrees, and agrees on behalf of its Affiliates, to reasonably cooperate with Nektar and its designee(s) to facilitate a smooth, orderly and prompt transition of the program and activities with respect to Nektar Compounds and Products, including any ongoing Development, Manufacturing and Commercialization of Nektar Compounds or Products, to Nektar or its designee(s), during the wind-down period.

Transition. Each Party shall use Commercially Reasonable Efforts to cooperate with the other Party to effect a smooth and orderly transition in the Development and Commercialization of the Products in the Territory during the notice and wind-down periods. AcelRx shall provide reasonable transition support to enable Aguettant to assume all Commercialization responsibility. AcelRx shall, at Aguettant’s request, assign to Aguettant all Third Party contracts, including contracts with Distributors, to the extent related to the Products, and if any such contract is not assignable, and if such Third Party agrees to it, AcelRx shall introduce Aguettant to such Third Party, and shall ensure that Aguettant and such Third Party are in contact, to facilitate the discussions regarding the relationship between Aguettant and such Third Party after the Term of the Agreement.

Transition. Each of the Company and Executive shall use their respective reasonable efforts to cooperate with each other in good faith to facilitate a smooth transition of Executive’s duties to other executive(s) of the Company. Without limiting the foregoing, Executive shall be available, on a non-exclusive basis, to respond to, and shall respond with reasonable promptness and completeness to, e-mail and telephone inquiries from the Company regarding transitional matters provided that such inquiries would not interfere in any significant manner with other business pursuits (including other employment) by Executive. For the avoidance of doubt, nothing in this [Section 6(b)] shall entitle Executive to the vesting of any stock options or otherwise prevent Executive’s unvested stock options from terminating effective as of the Retirement Date.

Transition. As of the Effective Date, Employee shall cease to serve as # Senior Vice President and Chief Operating Officer of the Company, # a member of the Board of Directors of the Company and # an officer or director of the Company or any of its Affiliates in any capacity. From the Effective Date through the Termination Date, Employee shall continue to serve as a non-executive employee of the Company. The period from the Effective Date through the Termination Date shall be the “Transition Term” (provided that the Transition Term may be terminated earlier than the Termination Date as provided in Section 6 below). During the Transition Term, Employee shall serve in an advisory capacity to the Company’s Chief Executive Officer (the “CEO”), assist with the orderly transition of his prior duties to others, and perform such other duties as may be requested by the CEO from time to time, all subject to the terms and provisions of this Agreement subject to the authority and direction of the CEO. Employee agrees # to devote his full-time professional efforts, attention and energies to the business of the Company, and # to faithfully and to the best of his ability perform his duties hereunder. Employee may serve as a director or committee member of other corporations, charitable organizations and trade associations (provided that the Company is notified in advance of all such positions) and may otherwise engage in charitable and community activities, deliver lectures and fulfill speaking engagements, and manage personal investments, but only if such services and activities do not interfere with the performance of his duties and responsibilities under this Agreement.