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UNITED STATES 
    SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
    DECEMBER 31, 2008.o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF  1934 FOR THE TRANSITION PERIOD
    FROM          TO          .   Commission File
    No. 0-28298
      Onyx Pharmaceuticals,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

94-3154463(State or other jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)   2100
    Powell Street
    Emeryville, California 94608(510) 597-6500 (Address,
    including zip code, and telephone number,
    including area code, of registrants principal executive
    offices)
  Securities Registered Pursuant
    to Section 12(b) of the Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock $0.001 par value

NASDAQ Global Market   Securities Registered Pursuant to Section 12(g) of the
    Act: None
      þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o (Do
    not check if a smaller reporting company)  Rule 12b-2 o þ




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DOCUMENTS
    INCORPORATED BY REFERENCE
  items 10-14 Form 10-K.
  *
    
    Excludes 13,599,261 shares of Common Stock held by
    directors, officers and stockholders whose beneficial ownership
    exceeds 5% of the Registrants Common Stock outstanding.
    The number of shares owned by stockholders whose beneficial
    ownership exceeds 5% was determined based upon information
    supplied by such persons and upon Schedules 13D and 13G, if any,
    filed with the SEC. Exclusion of shares held by any person
    should not be construed to indicate that such person possesses
    the power, direct or indirect, to direct or cause the direction
    of the management or policies of the Registrant, that such
    person is controlled by or under common control with the
    Registrant, or that such persons are affiliates for any other
    purpose. 2




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TABLE OF CONTENTS  PART I.Item 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Securities HoldersPART II.Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A.Quantitative and Qualitative Disclosures about Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes In and Disagreements With Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other informationPART III.Item 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPART IV.Item 15. Exhibits, Financial Statement SchedulesSIGNATURESREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMBALANCE SHEETSSTATEMENTS OF OPERATIONSSTATEMENT OF STOCKHOLDERS EQUITYSTATEMENTS OF CASH FLOWSNOTES TO FINANCIAL STATEMENTSExhibitsEX-10.27EX-23.1EX-31.1EX-31.2EX-32.1    Table of Contents  
  PART I.
  This Annual Report on
    Form 10-K
    contains forward-looking statements within the meaning of
    Section 27A of the Securities Act of 1933 and
    Section 21E of the Securities Exchange Act of 1934. These
    statements involve known and unknown risks, uncertainties and
    other factors that may cause our or our industrys results,
    levels of activity, or achievements to differ significantly and
    materially from that expressed or implied by such
    forward-looking statements. These factors include, among others,
    those set forth in Item 1A Risk Factors and
    elsewhere in this Annual Report on
    Form 10-K.
    In some cases, you can identify forward-looking statements by
    terminology such as may, will,
    should, intend, expect,
    plan, anticipate, believe,
    estimate, predict,
    potential, or continue, or the negative
    of such terms or other comparable terminology.
  Although we believe that the expectations reflected in the
    forward-looking statements are reasonable, we cannot guarantee
    future results, events, levels of activity, performance or
    achievements. We do not assume responsibility for the accuracy
    and completeness of the forward-looking statements. We do not
    intend to update any of the forward-looking statements after the
    date of this Annual Report on
    Form 10-K
    to conform these statements to actual results, unless required
    by law.
  Unless the context otherwise requires, all references to
    the Company, Onyx, we,
    our, and us in this Annual Report on
    Form 10-K
    refer to Onyx Pharmaceuticals, Inc.
 
  Item 1.
    Business  Overview
  changing the way cancer
    is
    treated tm
  ®
   3




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Products
  Nexavar
    CurrentIndication

StatusLiver Cancer   Advanced, First line, single-agent

Approved: United States, European Union and other territories
    worldwide   Adjuvant therapy

Phase 3   Advanced, First line, doxorubicin +/-

Phase 2   Loco-regional therapy

Phase 2Kidney Cancer   Advanced, single-agent

Approved: United States, European Union and other territories
    worldwide   Adjuvant therapy

Phase 3   Dose escalation

Phase 2   Combinations

Phase 2Advanced, Non-Small Cell Lung Cancer   First line, gemcitabine, cisplatin +/-

Phase 3   Second line, pemetrexed +/-

Phase 2   Second line, erlotinib +/-

Phase 2Advanced, Metastatic Melanoma   First line, carboplatin/paclitaxel +/-

Phase 3Advanced, Breast Cancer   First line, paclitaxel +/-

Phase 2   First line, docetaxel or letrozole +/-

Phase 2   First/second line, capecitabine +/-

Phase 2   First line, gemcitabine +/-

Phase 2Ovarian Cancer   Maintenance therapy

Phase 2Advanced, Colorectal Cancer   First line, combination

Phase 2  4




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Commercialization
    Status
    Development
    Strategy
    Clinical
    Trials
    Liver
    Cancer Program
  Phase 3 Trial.
    Phase 3 Trial.
 5




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Phase 3 Trial.
  Phase 2 Trial.
  Phase 2 Trial.
  Kidney
    Cancer Program
  Phase 3 Trial.
  Phase 3 Trial.
  Phase 2 Trial.
  Non-Small
    Cell Lung Cancer Program
  Phase 3 Trial.
  Phase 3 Trial.
 6




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##### Table of Contents



Phase 1/Phase 2 Trials.
  Metastatic
    Melanoma Program
  Phase 3 Trial.
  Phase 3 Trial.
  Phase 2 Trial.
  Breast
    Cancer Program
    Phase 2 Studies.
  Early
    Stage Clinical Development
   7




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Product
    Candidates
  ONX
    0801
    ONX
    0803 and ONX 0805
    Cell
    Cycle Program
   8




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Collaboration
    with Bayer
        Licensing
    Agreement with BTG
    Option
    Agreement with S*BIO
  and/or
 9




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Research
    and Development
      Marketing
    and Sales
    Manufacturing
      Form 10-K.
  Patents
    and Proprietary Rights
   10




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KSR International v. Teleflex
      Government
    Regulation
   11




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
    preclinical studies;
    the submission to the FDA of an IND that must become effective
    before human clinical trials may commence;
    adequate and well-controlled human clinical trials to establish
    the safety and efficacy of the product candidate;
    the submission of a New Drug Application, or NDA, to the
    FDA; and
    FDA approval of the NDA, including inspection and approval of
    the product manufacturing facility.               12




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Form 10-K.
  Competition
    Form 10-K.
  Employees
    Company
    Information
  (510) 597-6500. http://www.onyx-pharm.com
 13




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Available
    Information
  Form 10-K, Form 10-Q, Form 8-K Form 10-K 1-800-SEC-0330. http://www.sec.gov.
  Code of
    Ethics
  http://www.onyx-pharm.com
 
  Item 1A.
    Risk
    Factors  You should carefully consider the risks described below,
    together with all of the other information included in this
    report, in considering our business and prospects. Additional
    risks and uncertainties not presently known to us or that we
    currently deem immaterial also may impair our business
    operations. Each of these risk factors could adversely affect
    our business, operating results and financial condition, as well
    as adversely affect the value of an investment in our common
    stock.
  Nexavar®

    (sorafenib) tablets is our only approved product. If Nexavar
    fails and we are unable to develop and commercialize alternative
    product candidates our business would fail.
    There are several competing therapies approved and in
    development for the treatment of advanced kidney cancer. If
    Nexavar is unable to successfully compete against existing and
    future therapies in advanced kidney cancer, our business would
    be harmed.
     14




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There are several existing approaches and several
    therapies in development for the treatment of liver cancer. If
    Nexavar is unable to successfully compete against existing and
    future therapies in liver cancer, our business would be
    harmed.
    Although Nexavar has been approved in the United States,
    the European Union and other territories for the treatment of
    patients with liver cancer, adoption may be slow or limited for
    a variety of reasons including the geographic distribution of
    the patient population, the current treatment paradigm for liver
    cancer patients, the underlying liver disease present in most
    liver cancer patients and limited reimbursement. If Nexavar is
    not broadly adopted for the treatment of liver cancer, our
    business would be harmed.
      If our ongoing and planned clinical trials fail to
    demonstrate that Nexavar is safe and effective or we are unable
    to obtain necessary regulatory approvals, we will be unable to
    expand the commercial market for Nexavar and our business may
    fail.
     15




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We are dependent upon our collaborative relationship with
    Bayer to further develop, manufacture and commercialize Nexavar.
    There may be circumstances that delay or prevent Bayers
    ability to develop, manufacture and commercialize
    Nexavar.
      
    adverse decisions by Bayer regarding the amount and timing of
    resource expenditures for the development and
    commercialization of Nexavar;
    possible disagreements as to development plans, including
    clinical trials or regulatory approval strategy;
    the right of Bayer to terminate its collaboration agreement with
    us on limited notice and for reasons outside our control;
    loss of significant rights if we fail to meet our obligations
    under the collaboration agreement;
    withdrawal of support by Bayer following the development or
    acquisition by it of competing products;
    adverse regulatory or legal action against Bayer resulting from
    failure to meet healthcare industry compliance requirements in
    the promotion, sale, or federal and state reporting of Nexavar;
    changes in key management personnel at Bayer that are members of
    the collaborations executive team; and
    possible disagreements with Bayer regarding the collaboration
    agreement or ownership of proprietary rights. 16




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We face intense competition and rapid technological
    change, and many of our competitors have substantially greater
    resources than we have.
      
    developing products;
    undertaking preclinical testing and human clinical trials;
    obtaining FDA and other regulatory approvals of
    products; and
    manufacturing and marketing products.         17




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ONX 0801 may not be developed successfully, which
    would adversely affect our prospects for future revenue growth
    and our stock price.
    
    preclinical tests may show the product to be toxic or lack
    efficacy in animal models;
    clinical trial results may show the product to be less effective
    than desired or to have harmful or problematic side effects;
    the necessary regulatory approvals may not be received, or may
    be delayed due to factors such as slow enrollment in clinical
    studies, extended length of time to achieve study endpoints,
    additional time requirements for data analysis or preparation of
    the IND, discussions with regulatory authorities, requests from
    regulatory authorities for additional pre-clinical or clinical
    data, analyses or changes to study design, or unexpected safety,
    efficacy or manufacturing issues;
    difficulties formulating the product, scaling the manufacturing
    process or in getting approval for manufacturing;
    manufacturing costs, pricing or reimbursement issues, or other
    factors may make the product uneconomical;
    the proprietary rights of others and their competing products
    and technologies may prevent the product from being developed or
    commercialized; and
    the contractual rights of our collaborators or others may
    prevent the product from being developed or commercialized.    Our operating results are unpredictable and may fluctuate.
    If our operating results are below the expectations of
    securities analysts or investors, the trading price of our stock
    could decline.
     18




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The market may not accept our products and pharmaceutical
    pricing and reimbursement pressures may reduce
    profitability.
  and/or
      
    rate of adoption by healthcare practitioners;
    treatment guidelines issued by government and non-government
    agencies;
    types of cancer for which the product is approved;
    rate of a products acceptance by the target population;
    timing of market entry relative to competitive products;
    availability of alternative therapies;
    price of our product relative to alternative therapies;
    extent of marketing efforts by us and third-party distributors
    or agents retained by us; and
    side effects or unfavorable publicity concerning our products or
    similar products.   19




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Our clinical trials could take longer to complete than we
    project or may not be completed at all.
      If serious adverse side effects are associated with
    Nexavar, approval for Nexavar could be revoked, sales of Nexavar
    could decline, and we may be unable to develop Nexavar as a
    treatment for other types of cancer.
  and/or
  We are subject to extensive government regulation, which
    can be costly, time consuming and subject us to unanticipated
    delays. If we are unable to obtain or maintain regulatory
    approvals for our products, compounds or product candidates, we
    will not be able to market or further develop them.
     20




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We are dependent on the efforts of Bayer to market and
    promote Nexavar.
         21




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We are dependent on the efforts of and funding by Bayer
    for the development of Nexavar.
    We do not have the manufacturing expertise or capabilities
    for any current and future products and are dependent on others
    to fulfill our manufacturing needs, which could result in lost
    sales and the delay of clinical trials or regulatory
    approval.
    scale-up,
  If Bayers business strategy changes, it may
    adversely affect our collaborative relationship.
    We have a history of losses, and we may continue to incur
    losses.
     22




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If we lose our key employees or are unable to attract or
    retain qualified personnel, our business could suffer.
    We may need additional funds, and our future access to
    capital is uncertain.
    
    revenue from our product sales;
    global product development and commercialization activities;
    the cost involved in enforcing patent claims against third
    parties and defending claims by third parties;
    the costs associated with acquisitions or licenses of additional
    products;
    competing technological and market developments;
    repayment of our of milestone-based advances to Bayer, and
    future fee and milestone payments to BTG and S*BIO.      If the specialty pharmacies and distributors that we and
    Bayer rely upon to sell Nexavar fail to perform, our business
    may be adversely affected.
   23




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
    not provide us with accurate or timely information regarding
    their inventories, the number of patients who are using Nexavar
    or complaints about Nexavar;
    not effectively sell or support Nexavar;
    reduce their efforts or discontinue to sell or support Nexavar;
    not devote the resources necessary to sell Nexavar in the
    volumes and within the time frames that we expect;
    be unable to satisfy financial obligations to us or
    others; and
    cease operations.    We or Bayer may not be able to protect our intellectual
    property, which gives us the power to exclude third parties from
    using Nexavar, or we may not be able to operate our business
    without infringing upon the intellectual property rights of
    others.
    
    obtain patents;
    license technology rights from others;
    protect trade secrets;
    operate without infringing upon the proprietary rights of
    others; and
    prevent others from infringing on our proprietary rights,
    particularly generic drug manufacturers in certain developing
    countries such as India.     24




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and/or
  Limited foreign intellectual property protection and
    compulsory licensing could limit our revenue
    opportunities.
    We may incur significant liability if it is determined
    that we are promoting the off-label use of drugs or
    are otherwise found in violation of federal and state
    regulations in the United States or elsewhere.
   25




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We face product liability risks and may not be able to
    obtain adequate insurance.
      
    decreased demand for a product;
    injury to our reputation;
    withdrawal of clinical trial volunteers; and
    loss of revenues.    If we do not receive timely and accurate financial
    information from Bayer regarding the development and sale of
    Nexavar, we may be unable to accurately report our results of
    operations.
    Provisions in our collaboration agreement with Bayer may
    prevent or delay a change in control.
    Our stock price is volatile.
    
    fluctuations in our results of operations;
    interim or final results of, or speculation about, clinical
    trials of Nexavar; 26




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
    development progress of our early stage compounds;
    decisions by regulatory agencies, or changes in regulatory
    requirements;
    ability to accrue patients into clinical trials;
    developments in our relationship with Bayer;
    public concern as to the safety and efficacy of our product
    candidates;
    changes in healthcare reimbursement policies;
    announcements by us or our competitors of technological
    innovations or new commercial therapeutic products;
    government regulation;
    developments in patent or other proprietary rights or litigation
    brought against us;
    sales by us of our common stock or debt securities;
    foreign currency fluctuations, which would affect our share of
    collaboration profits or losses; and
    general market conditions.  Unstable market and economic conditions may have serious
    adverse consequences on our business.
  and/or
  Existing stockholders have significant influence over
    us.
      A portion of our investment portfolio is invested in
    auction rate securities, and if auctions continue to fail for
    amounts we have invested, our investment will not be liquid. If
    the issuer of an auction rate security that we hold is unable to
    successfully close future auctions and their credit rating
    deteriorates, we may be required to adjust the carrying value of
    our investment through an impairment charge to earnings.
   27




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We are at risk of securities class action litigation due
    to our expected stock price volatility.
    Our operating results could be adversely affected by
    product sales occurring outside the United States and
    fluctuations in the value of the United States dollar against
    foreign currencies.
    Provisions in Delaware law, our charter and executive
    change of control agreements we have entered into may prevent or
    delay a change of control.
    
    the board of directors approved the transaction where the
    stockholder acquired 15% or more of the corporations stock;
    after the transaction in which the stockholder acquired 15% or
    more of the corporations stock, the stockholder owned at
    least 85% of the corporations outstanding voting stock,
    excluding shares owned by directors, officers and employee stock
    plans in which employee participants do not have the right to
    determine confidentially whether shares held under the plan will
    be tendered in a tender or exchange offer; or
    on or after this date, the merger or sale is approved by the
    board of directors and the holders of at least two-thirds of the
    outstanding voting stock that is not owned by the stockholder. 28




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
    our board is classified into three classes of directors as
    nearly equal in size as possible with staggered three-year terms;
    the authority of our board to issue up to 5,000,000 shares
    of preferred stock and to determine the price, rights,
    preferences and privileges of these shares, without stockholder
    approval;
    all stockholder actions must be effected at a duly called
    meeting of stockholders and not by written consent;
    special meetings of the stockholders may be called only by the
    chairman of the board, the chief executive officer, the board or
    10% or more of the stockholders entitled to vote at the
    meeting; and
    no cumulative voting.     
  Item 1B.
    Unresolved
    Staff Comments   
  Item 2.
    Properties     
  Item 3.
    Legal
    Proceedings   
  Item 4.
    Submission
    of Matters to a Vote of Securities Holders   29




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PART II.
 
  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    Common Stock2008


2007High


Low


High


LowFirst Quarter

$
57.98


$
25.05


$
29.03


$
10.74Second Quarter


37.94



30.82



33.93



25.25Third Quarter


44.79



36.13



44.73



26.77Fourth Quarter


35.93



22.40



59.50



41.55     Stock
    Performance Graph
    
  Holders
   30




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Dividends
    Recent
    Sales of Unregistered Securities
    Issuer
    Purchases of Equity Securities
   
  Item 6.
    Selected
    Financial Data      Year Ended December 31,2008


2007


2006


2005


2004(In thousands, except per share data)Statement of Operations Data:Revenue:Revenue from collaboration agreement(1)

$
194,343


$
90,429


$
29,274


$
-


$
-License fee revenue


-



-



250



1,000



500Operating expenses:Research and development(1)


123,749



83,306



84,169



63,120



35,846Selling, general and administrative


80,994



60,546



50,019



39,671



14,316Restructuring


-



-



-



-



258Loss from operations


(10,400
)


(53,423
)


(104,664
)


(101,791
)


(49,920
)Investment income, net


12,695



19,256



11,983



6,617



3,164Provision for income taxes


347



-



-



-



-Net income (loss)

$
1,948


$
(34,167
)

$
(92,681
)

$
(95,174
)

$
(46,756
)Basic net income (loss) per share

$
0.03


$
(0.67
)

$
(2.20
)

$
(2.64
)

$
(1.36
)Shares used in computing basic net income (loss) per share


55,915



51,177



42,170



36,039



34,342Shares used in computing diluted net income (loss) per share


56,765



51,177



42,170



36,039



34,342   31




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December 31,2008


2007


2006


2005


2004(In thousands)Balance Sheet Data:Cash, cash equivalents, and current and non-current marketable
    securities

$
458,046


$
469,650


$
271,403


$
284,680


$
209,624Total assets

$
509,767



484,083



286,246



294,665



215,546Working capital


428,755



469,215



256,699



241,678



197,873Advance from collaboration partner, non-current


-



39,234



40,000



30,000



20,000Accumulated deficit


(470,710
)


(472,658
)


(438,491
)


(345,810
)


(250,636
)Total stockholders equity

$
475,200


$
432,237


$
222,780


$
223,240


$
179,988     (1)
    
    As a result of the adoption of new accounting literature,
    Emerging Issues Task Force,
    07-1, or
    EITF 07-1,
    Accounting for Collaborative Arrangements,the
    Companys statement of operations has a new presentation.
    These specific line items have been impacted by the new
    presentation. Refer to Note 1 in the Notes to Financial
    Statements for additional information. 
  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following Managements Discussion and Analysis of
    Financial Condition and Results of Operations contains
    forward-looking statements that involve risks and uncertainties.
    We use words such as may, will,
    expect, anticipate,
    estimate, intend, plan,
    predict, potential, believe,
    should and similar expressions to identify
    forward-looking statements. These statements appearing
    throughout our
    10-K are
    statements regarding our intent, belief, or current
    expectations, primarily regarding our operations. You should not
    place undue reliance on these forward-looking statements, which
    apply only as of the date of this Annual Report on
    Form 10-K.
    Our actual results could differ materially from those
    anticipated in these forward-looking statements for many
    reasons, including those set forth under Business
    Item 1A Risk Factors and elsewhere in this
    Annual Report on
    Form 10-K.
  Overview
  changing the way cancer
    is
    treated tm
  ®
   32




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Form 10-K.
  Critical
    Accounting Policies and the Use of Estimates
   33




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Revenue from Collaboration Agreement: 07-1, EITF 07-1, Accounting for Collaborative Arrangements EITF 07-1 EITF 07-1,
  non-U.S. sales
  EITF 07-1
  Fair Value of Marketable Securities: Fair Value
    Measurements 157-2,
   34




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
    Level 1  Quoted prices in active markets for
    identical assets or liabilities.  
    Level 2  Inputs other than Level 1 that are
    observable, either directly or indirectly, such as quoted prices
    for similar assets or liabilities; quoted prices in markets that
    are not active; or other inputs that are observable or can be
    corroborated by observable market data for substantially the
    full term of the assets or liabilities.  
    Level 3  Unobservable inputs that are supported
    by little or no market activity and that are significant to the
    fair value of the assets or liabilities.    Stock Based-Compensation:
       35




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Research and Development Expense:
      Income Taxes:
   36




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Results
    of Operations
  Years
    Ended December 31, 2008, 2007 and 2006
  Revenue.
  Revenue from Collaboration Agreement.
     37




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Year Ended December 31,2008


2007


2006(In thousands)Nexavar product revenue, net (as recorded by Bayer)

$
677,806


$
371,736


$
164,994Revenue subject to profit sharing (as recorded by Bayer)


637,459



371,736



164,994Combined cost of goods sold, distribution, selling, general and
    administrative


298,792



223,682



123,004Combined collaboration commercial profit


338,667



148,054



41,990Onyxs share of collaboration commercial profit


169,334



74,027



20,995Reimbursement of Onyxs shared marketing expenses


22,185



16,402



8,279Royalty income


2,824



-



-Revenue from collaboration agreement

$
194,343


$
90,429


$
29,274  38




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##### Table of Contents



License Revenue.
  Research and Development Expenses. stock-based
         39




---



##### Table of Contents



Form 10-K.
  Research andDevelopment ExpensesFor the Year EndedProducts/



Collabo-

Phase of Development 




December 31,Product Candidates

Description

rator

Estimated Completion

2008


2007


2006(In millions)Nexavar
    (sorafenib) Tablets(1)

Small molecule inhibitor of tumor cell proliferation and
    angiogenesis, targeting RAF, VEGFR-2, PDGFR- ß, KIT, FLT-3,
    and RET

Bayer

Phase 1  2004
    Phase 2  Unknown
    Phase 3  Unknown

$
89.8
(2)

$
83.3
(2)

$
84.2(2
)ONX 0801

Compound targeting apha-folate receptor and inhibiting
    thymidylate synthase

BTG

Pre-clinical


13.1
(3)


-



-ONX 0803, ONX 0805

Janus Kinase 2 Inhibitors

S*BIO

Phase 1  unknown Pre-clinical


20.8
(4)


-



-Total research and development expenses

$
123.7


$
83.3


$
84.2     (1)
    
    Aggregate research and development costs to-date through
    December 31, 2008 incurred by us since fiscal year 2000 for
    the Nexavar project is $392.1 million.(2)
    
    Costs reflected include our share of product development costs
    incurred by Bayer for Nexavar.(3)
    
    Costs refer to the upfront payment made to BTG under our
    development and license agreement.(4)
    
    Costs refer to the upfront payment made to S*BIO under our
    development collaboration, option and license agreement.  Selling, General and Administrative
    Expenses.
      Investment Income.
   40




---



##### Table of Contents



Income
    Taxes
    Related
    Party Transactions
      Liquidity
    and Capital Resources
           41




---



##### Table of Contents



Contractual
    Obligations and Commitments
    Payments Due by PeriodLess than

1-3

3-5

AfterContractual Obligations

Total

1 Year

Years

Years

5 Years(In thousands)Operating leases, net of sublease income

$
8,769


$
1,819


$
3,924


$
3,026


$
0Advance from collaboration partner

$
16,633


$
16,633


$
0


$
0


$
0  42




---



##### Table of Contents



Item 7A.  Quantitative and Qualitative
    Disclosures about Market Risk
  Interest
    Rate and Market Risk
      2008

2007Average





AverageFair Value

Interest



Fair Value

InterestMaturity

($ in millions)

Rate

Maturity

($ in millions)

RateCash equivalents, fixed rate


0  3 months


$
233.8



0.53
%


0  2 months


$
160.0



4.79
%Marketable securities, fixed rate


0  12 months


$
222.9



0.87
%


0  12 months


$
308.0



4.75
%      43




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  Form 10-K.
 
  Item 9.
    Changes
    In and Disagreements With Accountants on Accounting and
    Financial Disclosure   
  Item 9A.
    Controls
    and Procedures  Evaluation of Disclosure Controls and
    Procedures: Rules 13a-15(e) 15d-15(e) Form 10-K
  Managements Report on Internal Control over Financial
    Reporting: Rule 13a-15(f)
    Changes in Internal Control over Financial
    Reporting:
  Inherent Limitations on Effectiveness of
    Controls:
 44




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                 
    45




---



##### Table of Contents



Item 9B.
    Other
    information   
  PART III.
  Form 10-K Form 10-K,
 
  Item 10.
    Directors,
    Executive Officers and Corporate Governance   
  Item 11.
    Executive
    Compensation   
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Securities
    Authorized for Issuance Under Equity Compensation Plans as of
    December 31, 2008
  Number of





Number of securitiessecurities to be





remaining available forissued upon exercise


Weighted-average


future issuance underof outstanding


exercise price of


equity compensation plansoptions, warrants


outstanding options,


(excluding securitiesand rights


warrants and rights


reflected in column a)Plan Category(1)

Column a


Column b


Column cEquity compensation plans approved by security holders


4,575,937


$
28.72



4,671,008
(2)     (1)
    
    We have no equity compensation plans not approved by security
    holders.(2)
    
    This amount includes 479,762 shares that remain available
    for purchase under our Employee Stock Purchase Plan. Under the
    2005 Equity Incentive Plan, shares available for issuance should
    be reduced by one and three tenths (1.3) shares for each share
    of common stock available for issuance pursuant to a stock
    purchase award, stock bonus award, stock unit award or other
    stock award granted. With this adjustment, the total amount
    available for future issuance would be reduced to
    3,703,797 shares. 
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence   
  Item 14.
    Principal
    Accounting Fees and Services     46




---



##### Table of Contents



PART IV.
 
  Item 15.
    Exhibits,
    Financial Statement Schedules  (a)  Documents filed as part of this report.
  (1)
    Index to
    Financial Statements                (2)
    Financial
    Statement Schedules    Exhibits
  ExhibitNumber

Description of Document3
.1(1)

Restated Certificate of Incorporation of the Company.3
.2(2)

Amended and Restated Bylaws of the Company.3
.3(3)

Certificate of Amendment to Amended and Restated Certificate of
    Incorporation.3
.4(4)

Certificate of Amendment to Amended and Restated Certificate of
    Incorporation.4
.1

Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4.4
.2(1)

Specimen Stock Certificate.10
.1(i)(5)*

Collaboration Agreement between Bayer Corporation (formerly
    Miles, Inc.) and the Company dated April 22, 1994.10
.1(ii)(5)*

Amendment to Collaboration Agreement between Bayer Corporation
    and the Company dated April 24, 1996.10
.1(iii)(5)*

Amendment to Collaboration Agreement between Bayer Corporation
    and the Company dated February 1, 1999.10
.2(i)(5)*

Amended and Restated Research, Development and Marketing
    Collaboration Agreement dated May 2, 1995 between the
    Company and Warner-Lambert Company.10
.2(ii)(6)*

Research, Development and Marketing Collaboration Agreement
    dated July 31, 1997 between the Company and Warner-Lambert
    Company.10
.2(iii)(6)*

Amendment to the Amended and Restated Research, Development and
    Marketing Collaboration Agreement, dated December 15, 1997,
    between the Company and Warner-Lambert Company.10
.2(iv)(6)*

Second Amendment to the Amended and Restated Research,
    Development and Marketing Agreement between Warner-Lambert and
    the Company dated May 2, 1995.10
.2(v)(6)*

Second Amendment to Research, Development and Marketing
    Collaboration Agreement between Warner-Lambert and the Company
    dated July 31, 1997.10
.2(vi)(7)*

Amendment #3 to the Research, Development and Marketing
    Collaboration Agreement between the Company and Warner-Lambert
    dated August 6, 2001. 47




---



##### Table of Contents



ExhibitNumber

Description of Document10
.2(vii)(8)*

Amendment #3 to the Amended and Restated Research, Development
    and Marketing Collaboration Agreement between the Company and
    Warner-Lambert dated August 6, 2001.10
.3(9)*

Technology Transfer Agreement dated April 24, 1992 between
    Chiron Corporation and the Company, as amended in the Chiron
    Onyx HPV Addendum dated December 2, 1992, in the Amendment
    dated February 1, 1994, in the Letter Agreement dated
    May 20, 1994 and in the Letter Agreement dated
    March 29, 1996.10
.4(1)+

Letter Agreement between Dr. Gregory Giotta and the Company
    dated May 26, 1995.10
.5(1)+

1996 Equity Incentive Plan.10
.6(1)+

1996 Non-Employee Directors Stock Option Plan.10
.7(10)+

1996 Employee Stock Purchase Plan.10
.8(1)+

Form of Indemnity Agreement to be signed by executive officers
    and directors of the Company.10
.9(11)+

Form of Executive Change in Control Severance Benefits Agreement.10
.10(i)(12)*

Collaboration Agreement between the Company and Warner-Lambert
    Company dated October 13, 1999.10
.10(ii)(7)*

Amendment #1 to the Collaboration Agreement between the Company
    and Warner-Lambert dated August 6, 2001.10
.10(ii)(13)*

Second Amendment to the Collaboration Agreement between the
    Company and Warner-Lambert Company dated September 16, 2002.10
.11(14)

Stock and Warrant Purchase Agreement between the Company and the
    investors dated May 6, 2002.10
.12(i)(15)

Sublease between the Company and Siebel Systems dated
    August 5, 2004.10
.12(ii)(16)

First Amendment to Sublease between the Company and Oracle USA
    Inc., dated November 3, 2006.10
.13(i)(17)+

2005 Equity Incentive Plan.10
.13(ii)(16)+

Form of Stock Option Agreement pursuant to the 2005 Equity
    Incentive Plan.10
.13(iii)(16)+

Form of Stock Option Agreement pursuant to the 2005 Equity
    Incentive Plan and the Non-Discretionary Grant Program for
    Directors.10
.13(iv)(18)+

Form of Stock Bonus Award Grant Notice and Agreement between the
    Company and certain award recipients.10
.14(5)*

United States Co-Promotion Agreement by and between the Company
    and Bayer Pharmaceuticals Corporation, dated March 6, 2006.10
.15(19)+

Letter Agreement between Laura A. Brege and the Company, dated
    May 19, 2006.10
.16(18)+

Letter Agreement between Gregory W. Schafer and the Company,
    dated July 7, 2006.10
.17(20)

Common Stock Purchase Agreement between the Company and Azimuth
    Opportunity Ltd., dated September 29, 2006.10
.18(21)+

Retirement Agreement between the Company and Edward F. Kenney,
    dated April 13, 2007.10
.19(22)+

Bonuses for Fiscal Year 2007 and Base Salaries for Fiscal Year
    2008 for Named Executive Officers.10
.20(23)+

Employment Agreement between the Company and N. Anthony
    Coles, M.D., dated as of February 22, 2008.10
.21(23)+

Executive Change in Control Severance Benefits Agreement between
    the Company and N. Anthony Coles, M.D., dated as of
    February 22, 2008.10
.22(23)+

Retirement Agreement between the Company and Hollings C. Renton,
    dated as of February 22, 2008.10
.23(24)+

Separation Agreement between the Company and Henry J.
    Fuchs, M.D., dated December 1, 2008.10
.24(i)(25)+

Separation and Consulting Agreement between the Company and
    Gregory W. Schafer, dated June 23, 2008. 48




---



##### Table of Contents



ExhibitNumber

Description of Document10
.24(ii)(2)+

Amendment to Separation and Consulting Agreement between the
    Company and Gregory W. Schafer, dated December 5, 2008.10
.25(2)+

Onyx Pharmaceuticals, Inc. Executive Severance Benefit Plan.10
.26(26)+

Letter Agreement between the Company and Matthew K. Fust, dated
    December 12, 2008.10
.27**

Development and License Agreement between the Company and BTG
    International Limited, dated as of November 6, 2008.23
.1

Consent of Independent Registered Public Accounting Firm.24
.1

Power of Attorney. Reference is made to the signature page.31
.1

Certification of Principal Executive Officer required by
    Rule 13a-14(a)
    or
    Rule 15d-14(a).31
.2

Certification of Principal Financial Officer required by
    Rule 13a-14(a)
    or
    Rule 15d-14(a).32
.1

Certifications required by
    Rule 13a-14(b)
    or
    Rule 15d-14(b)and
    Section 1350 of Chapter 63 of Title 18 of the
    United States Code (18 U.S.C. 1350).     *
    
    Confidential treatment has been received for portions of this
    document.**
    
    Confidential treatment has been sought for portions of this
    document.+
    
    Indicates management contract or compensatory plan or
    arrangement.(1)
    
    Filed as an exhibit to Onyxs Registration Statement on
    Form SB-2
    (No.
    333-3176-LA).(2)
    
    Filed as an exhibit to Onyxs Current Report on
    Form 8-K
    filed on December 5, 2008.(3)
    
    Filed as an exhibit to Onyxs Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2000.(4)
    
    Filed as an exhibit to the Companys Registration Statement
    on
    Form S-3
    (No. 333-134565)
    filed on May 30, 2006.(5)
    
    Filed as an exhibit to Onyxs Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2006. The redactions to
    this agreement have been amended since its original filing in
    accordance with a request for extension of confidential
    treatment filed separately by the Company with the Securities
    and Exchange Commission.(6)
    
    Filed as an exhibit to Onyxs Annual Report on
    Form 10-K
    for the year ended December 31, 2002. The redactions to
    this agreement have been amended since its original filing in
    accordance with a request for extension of confidential
    treatment filed separately by the Company with the Securities
    and Exchange Commission.(7)
    
    Filed as an exhibit to Onyxs Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2001.(8)
    
    Filed as an exhibit to Onyxs Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2006. The redactions to
    this agreement have been amended since its original filing in
    accordance with a request for extension of confidential
    treatment filed separately by the Company with the Securities
    and Exchange Commission.(9)
    
    Filed as an exhibit to Onyxs Annual Report on
    Form 10-K
    for the year ended December 31, 2001. The redactions to
    this agreement have been amended since its original filing in
    accordance with a request for extension of confidential
    treatment filed separately by the Company with the Securities
    and Exchange Commission.(10)
    
    Filed as an exhibit to Onyxs Current Report on
    Form 8-K
    filed on May 25, 2007.(11)
    
    Filed as an exhibit to Onyxs Current Report on
    Form 8-K
    filed on June 10, 2008.(12)
    
    Filed as an exhibit to Onyxs Current Report on
    Form 8-K
    filed on March 1, 2000.(13)
    
    Filed as an exhibit to Onyxs Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2002.(14)
    
    Filed as an exhibit to Onyxs Registration Statement on
    Form S-3
    filed on June 5, 2002
    (No. 333-89850). 49




---



##### Table of Contents



(15)
    
    Filed as an exhibit to Onyxs Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2004.(16)
    
    Filed as an exhibit to Onyxs Annual Report on
    Form 10-K
    for the year ended December 31, 2006.(17)
    
    Filed as an exhibit to Onyxs Current Report on
    Form 8-K
    filed on May 15, 2008(18)
    
    Filed as an exhibit to the registrants Current Report on
    Form 8-K
    filed on July 12, 2006.(19)
    
    Filed as an exhibit to the registrants Current Report on
    Form 8-K
    filed on June 12, 2006.(20)
    
    Filed as an exhibit to Onyxs Current Report on
    Form 8-K
    filed on September 29, 2006.(21)
    
    Filed as an exhibit to Onyxs Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2007.(22)
    
    Filed as an exhibit to Onyxs Current Report on
    Form 8-K
    filed on February 8, 2008.(23)
    
    Filed as an exhibit to Onyxs Current Report on
    Form 8-K
    filed on February 26, 2008.(24)
    
    Filed as an exhibit to Onyxs Current Report on
    Form 8-K
    filed on December 1, 2008.(25)
    
    Filed as an exhibit to Onyxs Current Report on
    Form 8-K
    filed on June 23, 2008.(26)
    
    Filed as an exhibit to Onyxs Current Report on
    Form 8-K
    filed on December 23, 2008. 50




---



##### Table of Contents



SIGNATURES
  Form 10-K
  Onyx Pharmaceuticals, inc.
  By:
    /s/  N.
    Anthony Coles   President and Chief Executive Officer
  POWER OF
    ATTORNEY
  Form 10-K,
    Signature

Title

Date/s/  N.
    ANTHONY COLESN.
    Anthony Coles

President and Chief Executive Officer (Principal Executive
    Officer)

February 25, 2009/s/  MATTHEW
    K. FUSTMatthew
    K. Fust

Executive Vice President and Chief Financial Officer (Principal
    Financial and Accounting Officer)

February 25, 2009/s/  PAUL
    GODDARDPaul
    Goddard, Ph.D.

Director

February 25, 2009/s/  ANTONIO
    GRILLO-LOPEZAntonio
    Grillo-Lopez, M.D.

Director

February 25, 2009/s/  MAGNUS
    LUNDBERGMagnus
    Lundberg

Director

February 25, 2009/s/  CORINNE
    H. LYLECorinne
    H. Lyle

Director

February 25, 2009/s/  WENDELL
    WIERENGAWendell
    Wierenga, Ph.D.

Director

February 25, 2009/s/  THOMAS
    G. WIGGANSThomas
    G. Wiggans

Director

February 25, 2009  51




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             
     52




---



##### Table of Contents



ONYX
    PHARMACEUTICALS, INC.
  BALANCE SHEETS
  December 31,2008


2007(In thousands, except share and per share amounts)ASSETSCurrent assets:Cash and cash equivalents

$
235,152


$
161,653Marketable securities


183,272



307,997Receivable from collaboration partner


35,836



4,702Prepaid expenses and other current assets


7,799



6,304Total current assets


462,059



480,656Marketable securities, non-current


39,622



-Property and equipment, net


3,363



3,146Other assets


4,723



281Total assets

$
509,767


$
484,083LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
93


$
271Advance from collaboration partner


16,633



-Accrued liabilities


4,523



2,065Accrued clinical trials and related expenses


6,041



3,323Accrued compensation


6,014



5,782Total current liabilities


33,304



11,441Advance from collaboration partner, non-current


-



39,234Deferred rent and lease incentives


1,263



1,171Commitments and contingencies (Notes 8 and 14)Stockholders equity:Preferred stock, $0.001 par value; 5,000,000 shares
    authorized; none issued and outstanding


-



-Common stock, $0.001 par value; 100,000,000 shares
    authorized; 56,560,244 and 55,324,887 shares issued and
    outstanding as of December 31, 2008 and 2007, respectively


57



56Additional paid-in capital


950,628



904,506Receivable from option exercises


(455
)


(23
)Accumulated other comprehensive gain (loss)


(4,320
)


356Accumulated deficit


(470,710
)


(472,658
)Total stockholders equity


475,200



432,237Total liabilities and stockholders equity

$
509,767


$
484,083    53




---



##### Table of Contents



ONYX
    PHARMACEUTICALS, INC.
  STATEMENTS OF OPERATIONS
  Year Ended December 31,2008


2007


2006( In thousands, except per share amounts )Revenue:Revenue from collaboration agreement

$
194,343


$
90,429


$
29,274License fee revenue


-



-



250Total operating revenue


194,343



90,429



29,524Operating Expenses:Research and development


123,749



83,306



84,169Selling, general and administrative


80,994



60,546



50,019Total operating expenses


204,743



143,852



134,188Loss from operations


(10,400
)


(53,423
)


(104,664
)Investment income, net


12,695



19,256



11,983Provision for income taxes


347



-



-Net income (loss)

$
1,948


$
(34,167
)

$
(92,681
)Basic net income (loss) per share

$
0.03


$
(0.67
)

$
(2.20
)Diluted net income (loss) per share

$
0.03


$
(0.67
)

$
(2.20
)Shares used in computing basic net income (loss) per share


55,915



51,177



42,170Shares used in computing diluted net income (loss) per share


56,765



51,177



42,170    54




---



##### Table of Contents



ONYX
    PHARMACEUTICALS, INC.
  STATEMENT OF STOCKHOLDERS EQUITY
  Receivable


AccumulatedFrom


OtherAdditional


Stock


Comprehensive





TotalCommon Stock


Paid-In


Option


Income


Accumulated


StockholdersShares


Amount


Capital


Exercises


(Loss)


Deficit


Equity(In thousands, except shares and per share amounts)Balances at December 31, 2005


41,210,734


$
41


$
569,800


$
(24
)

$
(767
)

$
(345,810
)

$
223,240Exercise of stock options


347,287



-



2,520



24



-



-



2,544Issuance of common stock in connection with Azimuth common stock
    purchase agreement


4,326,098



5



74,353



-



-



-



74,358Stock-based compensation, related to stock option grants


-



-



13,957



-



-



-



13,957Issuance of common stock pursuant to employee stock purchase plan


22,584



-



602



-



-



-



602Vesting of restricted stock awards


6,667



-



170



-



-



-



170Comprehensive loss:Change in unrealized gain (loss) on investments


-



-



-



-



590



-



590Net loss


-



-



-



-



-



(92,681
)


(92,681
)Comprehensive loss


























(92,091
)Balances at December 31, 2006


45,913,370



46



661,402



-



(177
)


(438,491
)


222,780Exercise of stock options


1,477,661



1



21,909



(23
)


-



-



21,887Issuance of common stock in connection with Azimuth common stock
    purchase agreement


1,246,912



2



30,754



-



-



-



30,756Issuance of common stock in connection with follow-on public
    offering


6,600,000



7



174,149



-



-



-



174,156Stock-based compensation, related to stock option grants


-



-



14,073



-



-



-



14,073Issuance of common stock pursuant to employee stock purchase plan


73,611



-



954







-



-



954Vesting of restricted stock awards


13,333



-



1,265



-



-



-



1,265Comprehensive loss:Change in unrealized gain (loss) on investments


-



-



-



-



533



-



533Net loss


-



-



-



-



-



(34,167
)


(34,167
)Comprehensive loss


























(33,634
)Balances at December 31, 2007


55,324,887



56



904,506



(23
)


356



(472,658
)


432,237Exercise of stock options


1,145,281



1



25,060



(432
)


-



-



24,629Stock-based compensation, related to stock option grants


-



-



16,779



-



-



-



16,779Tax benefit associated with stock options


-



-



112



-



-



-



112Issuance of common stock pursuant to employee stock purchase plan


37,631



-



1,386



-



-



-



1,386Vesting of restricted stock awards


72,551



-



3,362



-



-



-



3,362Repurchase of restricted stock awards


(20,106
)


-



(577
)


-



-



-



(577
)Comprehensive loss:Change in unrealized gain (loss) on investments


-



-



-



-



(4,676
)


-



(4,676
)Net income


-



-



-



-



-



1,948



1,948Comprehensive loss


























(2,728
)Balances at December 31, 2008


56,560,244


$
57


$
950,628


$
(455
)

$
(4,320
)

$
(470,710
)

$
475,200    55




---



##### Table of Contents



ONYX
    PHARMACEUTICALS, INC.
  STATEMENTS OF CASH FLOWS
  Year Ended December 31,2008


2007


2006(In thousands)Cash flows from operating activities:Net income (loss)

$
1,948


$
(34,167
)

$
(92,681
)Adjustments to reconcile net income (loss) to net cash used in
    operating activities:Realized gains on sale of marketable securities


(483
)


-



-Depreciation and amortization


1,333



1,030



758Forgiveness of note receivable


-



(87
)


-Stock-based compensation


20,506



15,624



14,406Excess tax benefit from share-based awards


(112
)


-



-Changes in operating assets and liabilities:Receivable from collaboration partner


(31,134
)


4,579



(4,931
)Prepaid expenses and other current assets


(1,383
)


(2,710
)


352Other assets


(4,442
)


144



(190
)Accounts payable


(178
)


(26
)


(284
)Payable to collaboration partner


-



(8,391
)


(22,432
)Accrued liabilities


2,458



(862
)


1,851Accrued clinical trials and related expenses


2,718



(4,940
)


2,696Accrued compensation


232



2,461



210Deferred rent and lease incentives


92



904



-Net cash provided by (used in) operating activities


(8,445
)


(26,441
)


(100,245
)Cash flows from investing activities:Purchases of marketable securities


(420,344
)


(499,470
)


(360,272
)Sales of marketable securities


96,839



-



-Maturities of marketable securities


404,415



368,996



422,488Capital expenditures


(1,550
)


(2,698
)


(619
)Notes receivable from related parties


-



152



(228
)Net cash provided by (used in) investing activities


79,360



(133,020
)


61,369Cash flows from financing activities:Purchases of treasury stock


(577
)


-



-Advance from (payment to) collaboration partner


(22,601
)


(766
)


10,000Net proceeds from issuances of common stock


25,650



227,467



77,225Excess tax benefit from stock-based awards


112



-



-Net cash provided by financing activities


2,584



226,701



87,225Net increase in cash and cash equivalents


73,499



67,240



48,349Cash and cash equivalents at beginning of period


161,653



94,413



46,064Cash and cash equivalents at end of period

$
235,152


$
161,653


$
94,413Supplemental cash flow dataCash paid during the year for income taxes

$
641


$
-


$
-    56




---



##### Table of Contents



ONYX
    PHARMACEUTICALS, INC.
  NOTES TO FINANCIAL STATEMENTS
 December 31,
    2008
  Note 1.
    Summary
    of Significant Accounting Policies  The
    Company
  changing the
    way cancer is treated tm
  ®
    Change
    in Accounting Principle
  07-1, EITF 07-1, Accounting for Collaborative Arrangements EITF 07-1 EITF 07-1,
  non-U.S. sales
 57




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##### Table of Contents



EITF 07-1
  Years Ended December 31,2007





2006As Previously


2007


As Previously


2006Reported


As Revised


Reported


As RevisedRevenue:Revenue from collaboration agreement

$
-


$
90,429


$
-


$
29,274License revenue


-



-



250



250Net revenue (expense) from unconsolidated joint business


32,536



-



(23,915
)


-Operating expenses:Research and development


25,413



83,306



30,980



84,169Selling, general and administrative


60,546



60,546



50,019



50,019Loss from operations


(53,423
)


(53,423
)


(104,664
)


(104,664
)Investment income, net


19,256



19,256



11,983



11,983Net loss

$
(34,167
)

$
(34,167
)

$
(92,681
)

$
(92,681
)Basic net loss per share

$
(0.67
)

$
(0.67
)

$
(2.20
)

$
(2.20
)Shares used in computing basic net loss per share


51,177



51,177



42,170



42,170   Revenue
    Recognition
    Contract Revenue from Collaborations.
    Revenue
    from Collaboration Agreement
  non-U.S. sales
 58




---



##### Table of Contents



Use of
    Estimates
    Research
    and Development
        Cash
    Equivalents and Marketable Securities
     59




---



##### Table of Contents



other-than-temporary. Available-for-sale long-term.
  Fair
    Values of Financial Instruments
  Fair Value Measurements 157-2,
      Other
    Long-Term Assets
    Property
    and Equipment
    Impairment
    of Long-Lived Assets
   60




---



##### Table of Contents



Stock-Based
    Compensation
      No. 96-18,
  Net
    Income (Loss) Per Share
    Year Ended December 31,2008


2007


2006(In thousands)NumeratorNet income (loss)

$
1,948


$
(34,167
)

$
(92,681
)DenominatorWeighted average shares outstanding used to compute basic net
    income (loss) per share


55,915



51,177



42,170Effect of dilutive stock options, stock awards and warrants


850



-



-Weighted average shares outstanding used to compute diluted net
    income (loss) per share


56,765



51,177



42,170    61




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##### Table of Contents



Comprehensive
    Loss
    Year Ended December 31,2008


2007


2006(In thousands)Net income (loss)

$
1,948


$
(34,167
)

$
(92,681
)Other comprehensive income (loss):Change in unrealized gain (loss) on available-for-sale securities


(4,676
)


533



590Comprehensive income (loss)

$
(2,728
)

$
(33,634
)

$
(92,091
)     Year Ended December 31,2008


2007


2006(In thousands)Increase (decrease) in unrealized gain (loss) on
    available-for-sale securities

$
(5,159
)

$
533


$
590Reclassification adjustment for net gains on available-for-sale
    securities included in net income


483



-



-Change in unrealized gain (loss) on available-for-sale securities

$
(4,676
)

$
533


$
590   Concentration
    of Credit Risk
      Income
    Taxes
     62




---



##### Table of Contents



Segment
    Reporting
    Note 2.
    Agreements
    with Other Companies  Bayer
    Pharmaceuticals Corporation
      Warner-Lambert
    Company
   63




---



##### Table of Contents



BTG
    S*BIO
    Note 3. Revenue
    from Collaboration Agreement
       64




---



##### Table of Contents



Year Ended December 31,2008


2007


2006(in thousands)Onyxs share of collaboration commercial profit

$
169,334


$
74,027


$
20,995Reimbursement of Onyxs shared marketing expenses


22,185



16,402



8,279Royalty income


2,824



-



-Revenue from collaboration agreement

$
194,343


$
90,429


$
29,274     Note 4.
    Marketable
    Securities   65




---



##### Table of Contents



2008Adjusted


Unrealized


Unrealized


EstimatedCost


Gains


Losses


Fair Value(In thousands)Agency bond investments:Current

$
132,319


$
1,054


$
(4
)

$
133,369Total agency bond investments


132,319



1,054



(4
)


133,369Corporate debt investments:Current


49,903



-



-



49,903Non-current


45,000



-



(5,378
)


39,622Total corporate investments


94,903



-



(5,378
)


89,525Total available-for-sale marketable securities

$
227,222


$
1,054


$
(5,382
)

$
222,894   2007Adjusted


Unrealized


Unrealized


EstimatedCost


Gains


Losses


Fair Value(In thousands)Agency bond investments:Current

$
143,896


$
354


$
(13
)

$
144,237Total agency bond investments


143,896



354



(13
)


144,237Corporate debt investments:Current


163,745



16



(1
)


163,760Total corporate investments


163,745



16



(1
)


163,760Total available-for-sale marketable securities

$
307,641


$
370


$
(14
)

$
307,997     Level 1


Level 2


Level 3


Total(In thousands)Money market funds

$
113,832


$
-


$
-


$
113,832Commercial paper


-



109,866



-



109,866Auction rate securities


-



-



39,622



39,622U.S. government agencies


-



143,376



-



143,376U.S. treasury bills


49,993



-



-



49,993Total

$
163,825


$
253,242


$
39,622


$
456,689    66




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##### Table of Contents



Auction Rate Securities(In thousands)Balance at December 31, 2007

$
50,000Unrealized loss:In other comprehensive income


(5,378
)In earnings


-Purchases, issuances, settlements


(5,000
)Balance at December 31, 2008

$
39,622       Note 5.
    Property
    and Equipment    December 31,2008


2007(In thousands)Computers, machinery and equipment

$
4,352


$
3,684Furniture and fixtures


620



620Leasehold improvements


1,934



1,868Construction in progress


816



-7,722



6,172Less accumulated depreciation and amortization


(4,359
)


(3,026
)$
3,363


$
3,146     Note 6.
    Other
    Long-Term Assets   67




---



##### Table of Contents



Note 7.
    Advance
    from Collaboration Partner    Note 8.
    Facility
    Leases        Year ending December 31:2009


1,8192010


1,9572011


1,9672012


2,0022013


1,024$
8,769     Note 9.
    Related
    Party Transactions   68




---



##### Table of Contents



Note 10.
    401(k)
    Plan    Note 11.
    Stockholders
    Equity  Stock
    Options and Employee Stock Purchase Plan
    1)
    The 1996 Equity Incentive Plan, or the 1996 Plan,
    which amended and restated the 1992 Incentive Stock Plan in
    March 1996. The Companys Board of Directors reserved
    1,725,000 shares of common stock for issuance under the
    1996 Plan. At the Companys annual meetings of stockholders
    in subsequent years, stockholders approved reserving an
    additional 4,100,000 shares of common stock for issuance
    under the 1996 Plan. The 1996 Plan provides for grants to
    employees of either nonqualified or incentive options and
    provides for the grant to consultants of the Company of
    nonqualified options.2)
    The 1996 Non-Employee Directors Stock Option Plan, or the
    Directors Plan, which was approved in March
    1996 and reserved 175,000 shares for issuance to provide
    for the automatic grant of nonqualified options to purchase
    shares of common stock to non-employee Directors of the Company.
    At the Companys annual meetings of stockholders in
    subsequent years, stockholders approved reserving an additional
    250,000 shares of common stock for issuance under the
    Directors Plan.     69




---



##### Table of Contents



Preferred
    Stock
    Warrants
      Note 12.
    Stock-Based
    Compensation    No. 96-18,
 70




---



##### Table of Contents



Impact
    of the Adoption of FAS 123(R)
    Year Ended December 31,2008


2007


2006(In thousands except per share data)Research and development

$
3,166


$
2,897


$
2,545Selling, general and administrative


15,630



11,230



11,496Total share-based compensation expense

$
18,796


$
14,127


$
14,041Impact on basic net loss per share

$
0.34


$
(0.28
)

$
(0.33
)Impact on diluted net loss per share

$
0.33


$
(0.28
)

$
(0.33
)   No. 96-18,
     71




---



##### Table of Contents



Valuation
    Assumptions
    Year Ended December 31,2008

2007

2006Stock Option Plans:Risk-free interest rate

2.86%

4.66%

4.68%Expected life

4.4 years

4.3 years

4.2 yearsExpected volatility

64%

64%

59%Expected dividends

None

None

NoneWeighted average option fair value

$17.32

$15.41

$11.00Stock bonus awards:Expected life

3 years

3 years

3 yearsExpected dividends

None

None

NoneWeighted average fair value per share

$30.80

$24.84

$21.04ESPP:Risk-free interest rate

2.69%

5.11%

4.33%Expected life

6 months

6 months

6 monthsExpected volatility

59%

57%

59%Expected dividends

None

None

NoneWeighted average fair value per share

$13.56

$3.78

$8.65    72




---



##### Table of Contents



Stock-Based
    Payment Award Activity
    Shares

Number of

WeightedAvailable for

Shares

AverageEmployee stock
    options:

Grant

Outstanding

Exercise PriceBalance at December 31, 2005


3,610,461



3,806,081


$
21.17Granted


(1,987,950
)


1,987,950


$
21.60Exercised


-



(347,287
)

$
7.26Expired


19,058



(19,058
)

$
37.83Forfeited


93,209



(93,209
)

$
28.73Balance at December 31, 2006


1,734,778



5,334,477


$
22.05Shares authorized


1,600,000



-



-Granted


(1,167,701
)


1,167,701


$
28.55Exercised


-



(1,477,661
)

$
14.83Expired


156,458



(156,458
)

$
25.88Forfeited


430,153



(430,153
)

$
33.47Balance at December 31, 2007


2,753,688



4,437,906


$
25.39Shares authorized


3,100,000



-



-Granted


(1,624,036
)


1,624,036


$
32.81Exercised


-



(1,145,281
)

$
21.90Expired


13,642



(13,642
)

$
35.71Forfeited


336,345



(336,345
)

$
26.88Balance at December 31, 2008


4,579,639



4,566,674


$
28.76Stock bonus awards:


Shares



Weighted
    Average
    Grant Date
    Fair ValueBalance at December 31, 2005


-



-Granted


40,000


$
21.04Vested


(6,667
)

$
21.04Cancelled


-



-Balance at December 31, 2006


33,333


$
21.04Granted


166,747


$
24.84Vested


(13,333
)

$
21.04Cancelled


(6,724
)

$
24.84Balance at December 31, 2007


180,023


$
24.42Granted


223,015


$
30.72Vested


(72,551
)

$
24.89Cancelled


(34,645
)

$
26.51Balance at December 31, 2008


295,842


$
28.81  73




---



##### Table of Contents



Options Outstanding


Options ExercisableWeighted Average








WeightedContractual Life








AverageNumber


Remaining


Weighted Average


Number


ExerciseRange of Exercise Prices

Outstanding


( In years)


Exercise Price


Exercisable


Price$4.20 - $24.15


942,170



7.0


$
17.11



501,135


$
17.51$24.36 - $28.62


1,355,034



7.1


$
26.69



706,262


$
27.00$28.75 - $29.70


926,234



9.1


$
29.04



121,567


$
29.05$30.00 - $41.55


913,212



7.5


$
35.28



467,680


$
35.91$41.68 - $56.21


430,024



8.3


$
46.34



160,070


$
43.79Total


4,566,674



7.7


$
28.76



1,956,714


$
28.20       Note 13.
    Income
    Taxes    Year Ended December 31,2008


2007


2006Current:Federal

$
226



-



-State


121



-



-Total current

$
347



-



-Deferred:Federal


-



-



-State


-



-



-Total deferred


-



-



-    74




---



##### Table of Contents



Year Ended December 31,2008


2007


2006Federal income tax at statutory rate


34
%


(34
)%


(34
)%State income tax, net of federal benefit


3
%


0
%


0
%Federal minimum tax


10
%


0
%


0
%Stock compensation expense


55
%


3
%


2
%Research credits expense add-back


51
%


12
%


2
%Non-deductible meals and entertainment expense


17
%


1
%


0
%Other non-deductible expenses


6
%


0
%


0
%Change in valuation allowance


(161
)%


18
%


30
%Income tax expense


15
%


0
%


0
%     December 31,2008


2007(In thousands)Deferred Tax Assets:Net operating loss carryforwards

$
144,267


$
154,928Tax credit carryforwards


42,388



39,158Capitalized research and development


767



2,415Deferred revenue


3,841



15,628Stock options


7,763



6,511Intangible assets


10,060



72Other long-term assets


2,811



-Other


1,246



1,263Total deferred tax assets


213,143



219,975Valuation allowance


(213,143
)


(219,975
)Net deferred tax assets

$
-


$
-      75




---



##### Table of Contents



Note 14.
    Guarantees,
    Indemnifications and Contingencies  Guarantees
    and Indemnifications
    Contingencies
   76




---



##### Table of Contents



Note 15.
    Quarterly
    Financial Data (Unaudited)  EITF 07-1. EITF 07-01
  2008 Quarter EndedDecember 31


September 30


June 30


March 31(In thousands, except per share data)Revenue:Revenue from collaboration agreement

$
49,650


$
50,766


$
45,072


$
48,855Operating expenses:Research and development expenses


59,905



21,792



23,498



18,555Selling, general and administrative expenses


22,008



19,319



19,822



19,844Net operating profit (loss)


(32,263
)


9,655



1,752



10,456Investment income, net


1,999



2,763



2,662



5,271Provision (benefit) for income taxes


(77
)


175



(60
)


309Net income (loss)


(30,187
)


12,243



4,474



15,418Basic net income (loss) per share


(0.53
)


0.22



0.08



0.28Diluted net income (loss) per share


(0.53
)


0.21



0.08



0.27   2007 Quarter EndedDecember 31


September 30


June 30


March 31(In thousands, except per share data)Revenue:Revenue from collaboration agreement

$
26,101


$
29,738


$
19,576


$
15,014Operating expenses:Research and development expenses


27,226



20,004



18,554



17,523Selling, general and administrative expenses


16,406



15,245



15,712



13,183Net operating profit (loss)


(17,531
)


(5,511
)


(14,690
)


(15,692
)Investment income, net


5,829



6,066



3,864



3,497Net income (loss)


(11,702
)


555



(10,826
)


(12,195
)Basic and diluted net income (loss) per share


(0.21
)


0.01



(0.22
)


(0.26
)   77




---



##### Table of Contents



2006 Quarter EndedDecember 31


September 30


June 30


March 31(In thousands, except per share data)Revenue:Revenue from collaboration agreement

$
10,497


$
9,943


$
4,574


$
4,260License revenue


-



100



150



-Operating expenses:Research and development expenses


21,121



21,170



25,716



16,162Selling, general and administrative expenses


13,075



11,900



13,421



11,623Net operating profit (loss)


(23,699
)


(23,027
)


(34,413
)


(23,525
)Investment income, net


2,992



2,879



2,939



3,173Net loss


(20,707
)


(20,148
)


(31,474
)


(20,352
)Basic and diluted net loss per share


(0.47
)


(0.49
)


(0.76
)


(0.49
)  78




---



##### Table of Contents



Exhibits
  ExhibitNumber

Description of Document3
.1(1)

Restated Certificate of Incorporation of the Company.3
.2(2)

Amended and Restated Bylaws of the Company.3
.3(3)

Certificate of Amendment to Amended and Restated Certificate of
    Incorporation.3
.4(4)

Certificate of Amendment to Amended and Restated Certificate of
    Incorporation.4
.1

Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4.4
.2(1)

Specimen Stock Certificate.10
.1(i)(5)*

Collaboration Agreement between Bayer Corporation (formerly
    Miles, Inc.) and the Company dated April 22, 1994.10
.1(ii)(5)*

Amendment to Collaboration Agreement between Bayer Corporation
    and the Company dated April 24, 1996.10
.1(iii)(5)*

Amendment to Collaboration Agreement between Bayer Corporation
    and the Company dated February 1, 1999.10
.2(i)(5)*

Amended and Restated Research, Development and Marketing
    Collaboration Agreement dated May 2, 1995 between the
    Company and Warner-Lambert Company.10
.2(ii)(6)*

Research, Development and Marketing Collaboration Agreement
    dated July 31, 1997 between the Company and Warner-Lambert
    Company.10
.2(iii)(6)*

Amendment to the Amended and Restated Research, Development and
    Marketing Collaboration Agreement, dated December 15, 1997,
    between the Company and Warner-Lambert Company.10
.2(iv)(6)*

Second Amendment to the Amended and Restated Research,
    Development and Marketing Agreement between Warner-Lambert and
    the Company dated May 2, 1995.10
.2(v)(6)*

Second Amendment to Research, Development and Marketing
    Collaboration Agreement between Warner-Lambert and the Company
    dated July 31, 1997.10
.2(vi)(7)*

Amendment #3 to the Research, Development and Marketing
    Collaboration Agreement between the Company and Warner-Lambert
    dated August 6, 2001.10
.2(vii)(8)*

Amendment #3 to the Amended and Restated Research, Development
    and Marketing Collaboration Agreement between the Company and
    Warner-Lambert dated August 6, 2001.10
.3(9)*

Technology Transfer Agreement dated April 24, 1992 between
    Chiron Corporation and the Company, as amended in the Chiron
    Onyx HPV Addendum dated December 2, 1992, in the Amendment
    dated February 1, 1994, in the Letter Agreement dated
    May 20, 1994 and in the Letter Agreement dated
    March 29, 1996.10
.4(1)+

Letter Agreement between Dr. Gregory Giotta and the Company
    dated May 26, 1995.10
.5(1)+

1996 Equity Incentive Plan.10
.6(1)+

1996 Non-Employee Directors Stock Option Plan.10
.7(10)+

1996 Employee Stock Purchase Plan.10
.8(1)+

Form of Indemnity Agreement to be signed by executive officers
    and directors of the Company.10
.9(11)+

Form of Executive Change in Control Severance Benefits Agreement.10
.10(i)(12)*

Collaboration Agreement between the Company and Warner-Lambert
    Company dated October 13, 1999.10
.10(ii)(7)*

Amendment #1 to the Collaboration Agreement between the Company
    and Warner-Lambert dated August 6, 2001.10
.10(ii)(13)*

Second Amendment to the Collaboration Agreement between the
    Company and Warner-Lambert Company dated September 16, 2002.10
.11(14)

Stock and Warrant Purchase Agreement between the Company and the
    investors dated May 6, 2002.10
.12(i)(15)

Sublease between the Company and Siebel Systems dated
    August 5, 2004.10
.12(ii)(16)

First Amendment to Sublease between the Company and Oracle USA
    Inc., dated November 3, 2006. 79




---



##### Table of Contents



ExhibitNumber

Description of Document10
.13(i)(17)+

2005 Equity Incentive Plan.10
.13(ii)(16)+

Form of Stock Option Agreement pursuant to the 2005 Equity
    Incentive Plan.10
.13(iii)(16)+

Form of Stock Option Agreement pursuant to the 2005 Equity
    Incentive Plan and the Non-Discretionary Grant Program for
    Directors.10
.13(iv)(18)+

Form of Stock Bonus Award Grant Notice and Agreement between the
    Company and certain award recipients.10
.14(5)*

United States Co-Promotion Agreement by and between the Company
    and Bayer Pharmaceuticals Corporation, dated March 6, 2006.10
.15(19)+

Letter Agreement between Laura A. Brege and the Company, dated
    May 19, 2006.10
.16(18)+

Letter Agreement between Gregory W. Schafer and the Company,
    dated July 7, 2006.10
.17(20)

Common Stock Purchase Agreement between the Company and Azimuth
    Opportunity Ltd., dated September 29, 2006.10
.18(21)+

Retirement Agreement between the Company and Edward F. Kenney,
    dated April 13, 2007.10
.19(22)+

Bonuses for Fiscal Year 2007 and Base Salaries for Fiscal Year
    2008 for Named Executive Officers.10
.20(23)+

Employment Agreement between the Company and N. Anthony
    Coles, M.D., dated as of February 22, 2008.10
.21(23)+

Executive Change in Control Severance Benefits Agreement between
    the Company and N. Anthony Coles, M.D., dated as of
    February 22, 2008.10
.22(23)+

Retirement Agreement between the Company and Hollings C. Renton,
    dated as of February 22, 2008.10
.23(24)+

Separation Agreement between the Company and Henry J.
    Fuchs, M.D., dated December 1, 2008.10
.24(i)(25)+

Separation and Consulting Agreement between the Company and
    Gregory W. Schafer, dated June 23, 2008.10
.24(ii)(2)+

Amendment to Separation and Consulting Agreement between the
    Company and Gregory W. Schafer, dated December 5, 2008.10
.25(2)+

Onyx Pharmaceuticals, Inc. Executive Severance Benefit Plan.10
.26(26)+

Letter Agreement between the Company and Matthew K. Fust, dated
    December 12, 2008.10
.27**

Development and License Agreement between the Company and BTG
    International Limited, dated as of November 6, 2008.23
.1

Consent of Independent Registered Public Accounting Firm.24
.1

Power of Attorney. Reference is made to the signature page.31
.1

Certification of Principal Executive Officer required by
    Rule 13a-14(a)
    or
    Rule 15d-14(a).31
.2

Certification of Principal Financial Officer required by
    Rule 13a-14(a)
    or
    Rule 15d-14(a).32
.1

Certifications required by
    Rule 13a-14(b)
    or
    Rule 15d-14(b)and
    Section 1350 of Chapter 63 of Title 18 of the
    United States Code (18 U.S.C. 1350).     *
    
    Confidential treatment has been received for portions of this
    document.**
    
    Confidential treatment has been sought for portions of this
    document.+
    
    Indicates management contract or compensatory plan or
    arrangement.(1)
    
    Filed as an exhibit to Onyxs Registration Statement on
    Form SB-2
    (No.
    333-3176-LA).(2)
    
    Filed as an exhibit to Onyxs Current Report on
    Form 8-K
    filed on December 5, 2008.(3)
    
    Filed as an exhibit to Onyxs Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2000.(4)
    
    Filed as an exhibit to the Companys Registration Statement
    on
    Form S-3
    (No. 333-134565)
    filed on May 30, 2006. 80




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##### Table of Contents



(5)
    
    Filed as an exhibit to Onyxs Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2006. The redactions to
    this agreement have been amended since its original filing in
    accordance with a request for extension of confidential
    treatment filed separately by the Company with the Securities
    and Exchange Commission.(6)
    
    Filed as an exhibit to Onyxs Annual Report on
    Form 10-K
    for the year ended December 31, 2002. The redactions to
    this agreement have been amended since its original filing in
    accordance with a request for extension of confidential
    treatment filed separately by the Company with the Securities
    and Exchange Commission.(7)
    
    Filed as an exhibit to Onyxs Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2001.(8)
    
    Filed as an exhibit to Onyxs Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2006. The redactions to
    this agreement have been amended since its original filing in
    accordance with a request for extension of confidential
    treatment filed separately by the Company with the Securities
    and Exchange Commission.(9)
    
    Filed as an exhibit to Onyxs Annual Report on
    Form 10-K
    for the year ended December 31, 2001. The redactions to
    this agreement have been amended since its original filing in
    accordance with a request for extension of confidential
    treatment filed separately by the Company with the Securities
    and Exchange Commission.(10)
    
    Filed as an exhibit to Onyxs Current Report on
    Form 8-K
    filed on May 25, 2007.(11)
    
    Filed as an exhibit to Onyxs Current Report on
    Form 8-K
    filed on June 10, 2008.(12)
    
    Filed as an exhibit to Onyxs Current Report on
    Form 8-K
    filed on March 1, 2000.(13)
    
    Filed as an exhibit to Onyxs Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2002.(14)
    
    Filed as an exhibit to Onyxs Registration Statement on
    Form S-3
    filed on June 5, 2002
    (No. 333-89850).(15)
    
    Filed as an exhibit to Onyxs Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2004.(16)
    
    Filed as an exhibit to Onyxs Annual Report on
    Form 10-K
    for the year ended December 31, 2006.(17)
    
    Filed as an exhibit to Onyxs Current Report on
    Form 8-K
    filed on May 15, 2008(18)
    
    Filed as an exhibit to the registrants Current Report on
    Form 8-K
    filed on July 12, 2006.(19)
    
    Filed as an exhibit to the registrants Current Report on
    Form 8-K
    filed on June 12, 2006.(20)
    
    Filed as an exhibit to Onyxs Current Report on
    Form 8-K
    filed on September 29, 2006.(21)
    
    Filed as an exhibit to Onyxs Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2007.(22)
    
    Filed as an exhibit to Onyxs Current Report on
    Form 8-K
    filed on February 8, 2008.(23)
    
    Filed as an exhibit to Onyxs Current Report on
    Form 8-K
    filed on February 26, 2008.(24)
    
    Filed as an exhibit to Onyxs Current Report on
    Form 8-K
    filed on December 1, 2008.(25)
    
    Filed as an exhibit to Onyxs Current Report on
    Form 8-K
    filed on June 23, 2008.(26)
    
    Filed as an exhibit to Onyxs Current Report on
    Form 8-K
    filed on December 23, 2008. 81