##### 



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS
BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406
OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.
 EXHIBIT 10.1




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##### 



TABLE OF CONTENTS
 PageCHAPTER 1
    
    
    1Article 1 Defined Terms
    
    
    11.1
Advertising and Education
    
    
    11.2 Advertising and Education Expense
    
    
    11.3 Affiliate
    
    
    11.4 Allocable Overhead Costs
    
    
    21.5 Allowable Expenses
    
    
    21.6 Analoging Program
    
    
    21.7 Back-Up Compound
    
    
    21.8 Clinical Development Period
    
    
    21.9 Collaboration Compound
    
    
    21.10 Collaboration Product
    
    
    31.11 Collaboration Revenue
    
    
    31.12 Control
    
    
    31.13 Cost of Goods Sold
    
    
    31.14 Co-Development
    
    
    31.15 Co-Development Costs
    
    
    41.16 Co-Development Plan
    
    
    41.17 Co-Promote
    
    
    41.18 Co-Promotion Program
    
    
    41.19 Co-Promotion Product
    
    
    41.20 Development Compound
    
    
    41.21 Distribution Costs
    
    
    41.22 Effective Date
    
    
    41.23 Field
    
    
    41.24 Field of Collaborative Research
    
    
    51.25 Information
    
    
    51.26 Joint Research and Development Committeeor JRDC
    
    
    51.27 Lead Structure
    
    
    51.28 Marketing Plan
    
    
    51.29 Marketing Profit or Loss
    
    
    51.30 Miles Know-How
    
    
    51.31 Miles Patents
    
    
    51.32 Net Sales
    
    
    51.33 Onyx Know-How
    
    
    61.34 Onyx Patents
    
    
    61.35 Patent
    
    
    61.36 Preclinical Development Period
    
    
    61.37 Pre-Marketing Activities
    
    
    61.39 Post-Collaboration Compound
    
    
    61.40 Ras Pathway
    
    
    71.41 Ras Function
    
    
    71.42 Regulatory Approval
    
    
    71.43 Research
    
    
    7
  1




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Page1.44 Research Plan
    
    
    71.45 Research Term
    
    
    71.46 Royalty-Bearing Product
    
    
    71.47 Selling and Promotion Expenses
    
    
    81.48 Sublicense Revenues
    
    
    81.49 Third Party
    
    
    81.50 Third Party Royalties
    
    
    8CHAPTER 2
    
    
    9Article 2 Initial Payment And Board Representation
    
    
    92.1 Purchase of Series D Preferred Stock
    
    
    92.2 Board Representation
    
    
    93.1 Joint Research and Development Committee
    
    
    103.2 Meetings of the JRDC
    
    
    103.3 Functions and Powers of the JRDC
    
    
    103.4 Obligations of Parties
    
    
    113.5 Project Leader
    
    
    113.6 General
    
    
    11Article
4 Licenses
    
    
    124.1 Research Licenses
    
    
    124.2 Collaboration Product Commercialization Licenses
    
    
    124.3 Limitations on Exclusivity
    
    
    124.4 Royalty-Bearing Product Commercialization Licenses
    
    
    134.6 Onyx License After Research Termination
    
    
    13CHAPTER 3
    
    
    14Article 5 Collaborative Research Program
    
    
    145.1 Program Management
    
    
    145.2 Decision Points During Research
    
    
    145.3 Research Efforts and Expenses
    
    
    145.4 Annual Plan and Budget
    
    
    145.5 Extension of Research Term
    
    
    145.6 Termination of Research with Substitution of New Research Target
    
    
    155.7 Consequences of Research Substitution
    
    
    155.8 Termination of Research by Miles
    
    
    165.9 Key Employee Departure
    
    
    16Article 6 Specification of Research Field and Assays
    
    
    186.1 Refinement of Field of Collaborative Research
    
    
    186.2 Restriction of the Field of Collaborative Research
    
    
    186.3 Specification of Ras Function Assay Standards
    
    
    19Article 7 Allocation of Research Tasks
    
    
    197.1 Onyx Research Obligations
    
    
    197.2 Miles Research Obligations
    
    
    197.3 Independent Funded Research Of Onyx Subject to Buy-Back
    
    
    207.4 Miles Buy-Back
    
    
    207.6 Conduct of Studies
    
    
    20Article 8 Research Material and Information
    
    
    21
  2




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Page8.1 Rights In Materials
    
    
    218.2 Acquisition of Third Party Technology
    
    
    21Article 9 Research Funding
    
    
    219.1 Miles Financial Support
    
    
    229.2 Minimum Level of Financial Support
    
    
    229.3 Restriction on Government Support
    
    
    229.4 Manner of Payments
    
    
    229.5 Application of Funds; Reporting
    
    
    229.6 Research Activities After Research Term
    
    
    22Article 10 Research Reports
    
    
    2410.1 Information and Reports During Research
    
    
    2410.2 Reports After Research Term
    
    
    24CHAPTER 4
    
    
    25Article 11 Co-Development
    
    
    2511.1 Scope of Development
    
    
    2511.2 Preclinical Investigation and Development
    
    
    2511.3 Synthesis of Preclinical Materials
    
    
    2511.4 Selection of Collaboration Compounds for Co-Development
    
    
    2511.5 Budget for Development
    
    
    2611.6 Performance of Co-Development
    
    
    2611.7 Funding of Co-Development
    
    
    2711.8 Development Payments
    
    
    2711.9 Development Diligence
    
    
    2811.10 Collaboration Product Information
    
    
    2811.11 Use of Information
    
    
    2811.12 Relationship With Chiron Product Rights
    
    
    2811.13 Manufacture of Clinical Materials
    
    
    29Article 12 Independent Development
    
    
    2912.1 Termination of Funding of Co-Development in Japan
    
    
    2912.2 Termination of Funding of Co-Development Outside Japan
    
    
    2912.3 No Refund of Co-Development Costs
    
    
    2912.4 Independent Development
    
    
    29CHAPTER 5
    
    
    31Article 13 Commercialization of Collaboration Products
    
    
    3113.1 Miles Exclusive Rights Outside the United States
    
    
    3113.2 Miles Marketing Plan
    
    
    3113.3 Financial Projections and Budget
    
    
    3113.4 Onyx Option To Co-Promote
    
    
    3113.5 Onyx Notice of Intent to Co-Promote
    
    
    3113.6 Co-Promotion Program
    
    
    3113.7 Co-Promotion Sales Efforts
    
    
    3213.8 Co-Promotion Costs
    
    
    3213.9 Training Program
    
    
    3213.10 Advertising and Promotional Materials
    
    
    3213.11 Onyx Marketing
    
    
    3213.12 Price Setting in the United States
    
    
    32
  3




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PageArticle 14 Sales Responsibility
    
    
    3314.1 Sales and Distribution
    
    
    3314.2 Responsibility
    
    
    3314.3 Cost Allocations
    
    
    3314.4 Allocation of Co-Promotion Costs
    
    
    33Article 15 Royalty-Bearing Products
    
    
    3315.1 Commercialization and Marketing of Royalty-Bearing Products
    
    
    33Article 16 Compensation for Sales of Products
    
    
    3416.1
Determination and Allocation of Marketing Profit and Loss with
Respect to Sales Of Collaboration
   Products
    
    
    3416.2 Royalty With Respect to Sales of Royalty-Bearing Products
    
    
    3416.3 Special Distribution
    
    
    3516.4 Research Termination
    
    
    3616.5 Duration of Royalty Obligations: Royalty Step-Down
    
    
    3616.6 Royalty for Post-Collaboration Compound Sales
    
    
    3616.7 Royalty Payment Reports
    
    
    3616.8 Royalty Offset
    
    
    3616.9 Taxes
    
    
    3716.10 Blocked Currency
    
    
    3716.11 Foreign Exchange
    
    
    3716.12 Payments to or Reports by Affiliates
    
    
    3716.13 Sales By Sublicensees
    
    
    37Article 17 Information and Reports During Marketing
    
    
    3717.1 Adverse Drug Events
    
    
    3717.2 Records
    
    
    38Article 18 Trademarks
    
    
    3818.1 Collaboration Product Trademarks
    
    
    3818.2 Royalty-Bearing Product Trademarks
    
    
    3918.3 Infringement Of Trademark
    
    
    3918.4 Costs of Defense for Collaboration Product Trademarks
    
    
    39Article 19 Manufacturing and Supply
    
    
    3919.1 Commercial Supply of Collaboration Products
    
    
    3919.2 Labelling
    
    
    3919.3 Commercial Supply of Royalty-Bearing Products
    
    
    4019.4 Supply Shortages
    
    
    40CHAPTER 6
    
    
    41Article 20 Inventions and Patents
    
    
    4120.1 Ownership of Research Products and Inventions
    
    
    4120.2 Disclosure of Patentable Inventions
    
    
    4120.3 Patent Prosecution
    
    
    4120.4 Confidential Treatment
    
    
    42Article 21 Infringement
    
    
    4221.1 Infringement By Third Parties for Collaboration Compound
    
    
    4221.2 Infringement by Third Parties for Royalty-Bearing Products
    
    
    4221.3 Third Party Claims Against Collaboration Compound
    
    
    43
  4




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Page21.4 Allocation of Expense; Collaboration Compound or Product
    
    
    4321.5 Third Party Claims Relating to Royalty-Bearing Products
    
    
    43Article 22 Confidentiality
    
    
    4422.1 Confidentiality; Exceptions
    
    
    4422.2 Authorized Disclosure
    
    
    4522.3 Survival
    
    
    4522.4 Termination of Prior Agreement
    
    
    4522.5 Publications
    
    
    45CHAPTER 7
    
    
    46Article 23 Federal State Tax Characterization
    
    
    4623.1 Tax Partnership
    
    
    4623.2 Tax Matters Partner
    
    
    4623.3 Tax Returns
    
    
    4723.4 Inconsistent Treatment of Partnership Items
    
    
    4723.5 Tax Partnership Elections
    
    
    4723.6 Characterization of Certain Payments and Activities
    
    
    4823.7 Capital Accounts
    
    
    4823.8 Tax Partnership Allocations
    
    
    4823.9 Liquidation
    
    
    5023.10 Internal Revenue Service Notices
    
    
    5023.11 Tax Partnership Audits and Litigation
    
    
    50Article 24 Term and Termination
    
    
    5024.1 Term of Agreement
    
    
    5024.2 Termination for Breach
    
    
    5024.3 Termination for Other Reasons
    
    
    5124.4 Acquisition of Onyx
    
    
    5124.6 Accrued Rights: Surviving Obligations
    
    
    52Article 25 Dispute Resolution
    
    
    5225.1 Disputes
    
    
    52Article 26 Representations and Warranties; Exclusivity
    
    
    5326.1 Representations and Warranties
    
    
    5326.2 Performance By Affiliates
    
    
    5326.3 Exclusivity; Noncompetition Within the Field of Collaborative Research
    
    
    53Article 27 Products Liability and Indemnification
    
    
    5427.1 Indemnification for Sales of Royalty-Bearing Products
    
    
    5427.2 Actions in Respect of Collaboration Products
    
    
    5427.3 Indemnification for Negligence
    
    
    54Article 28 Miscellaneous
    
    
    5528.1 Assignment
    
    
    5528.2 Consents Not Unreasonably Withheld
    
    
    5528.3 Retained Rights
    
    
    5528.4 Force Majeure
    
    
    5528.5 Further Actions
    
    
    5528.6 No Trademark Rights
    
    
    5528.7 Notices
    
    
    56
  5




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Page28.8 Waiver
    
    
    5728.9 Severability
    
    
    5728.10 Counterparts
    
    
    5728.11 Press Releases
    
    
    5728.12 Entire Agreement
    
    
    5728.13 Governing Law
    
    
    57
  
  6




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Exhibit 10.1
 COLLABORATION AGREEMENT
 Collaboration Agreement Onyx Pharmaceuticals, Inc. Miles Inc
  CHAPTER 1
 DEFINITIONS
  Article  Defined Terms
 Advertising and Education
 (i)
    
    advertisements appearing in journals, newspapers, magazines or
other media, including direct mail and electronic media,(ii)
    
    seminars and conventions,(iii)
    
    sample packages of Collaboration Products, promotional
literature, visual aids, three dimensional promotional items, and other selling
materials,(iv)
    
    market research, and(v)
    
    symposia and opinion leader development activities; provided,
however, that such term shall exclude direct sales force activity.
 Advertising and Education Expense [ * ]
 Affiliate




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Allocable Overhead Costs [ * ]
 Allowable Expenses
 (i)
    
    Cost of Goods Sold,(ii)
    
    Distribution Costs,(iii)
    
    Advertising and Education Expenses,(iv)
    
    Selling and Promotion Expenses,(v)
    
    Third Party Royalties,(vi)
    
    [ * ](vii)
    
    [ * ]
 Analoging Program
 Back-Up Compound
 Clinical Development Period [ * ] [ * ]
 Collaboration Compound
 (i)
    
    that is discovered, identified or synthesized by or on behalf
of Onyx or Miles or an Affiliate of either of them, and is recognized for its
activity for inhibiting Ras Function as provided below, [ * ]; or(ii)
    
    as to which Onyx or Miles or an Affiliate of either of them
acquires rights from a Third Party, [ * ], and which is recognized for its
activity for inhibiting Ras Function as provided below, [ * ]. As used herein,
the activity of a composition of matter for inhibiting Ras Function will be
  2




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recognized if it satisfies the standard for a ras positive set forth in
Exhibit E, or such other specific activity in a particular assay or assays
within the Field of Collaborative Research established by the JRDC from time to
time pursuant to Section 6.3.
  (a)
    
    any composition of matter marketed by Miles or an Affiliate of Miles as of the
Effective Date or as to which Miles or an Affiliate of Miles is conducting human
clinical trials or have approved the commencement of preclinical development (as
determined by the appropriate committee of Miles or an Affiliate of Miles), as of the
Effective Date;
 (b)
    
    any composition of matter owned by Miles or Onyx or an Affiliate of either of
them that would become subject to this Agreement by reason of an expansion of the Field
of Collaborative Research after the Effective Date but as to which marketing rights
have been granted to a Third Party prior to such expansion; or
 [ * ]
 Collaboration Product
 Collaboration Revenue
 Control
 Cost of Goods Sold
 (i)
    
    the standard unit cost of Collaboration Products in final
therapeutic form, calculated in accordance with reasonable cost accounting
methods of Miles, consistently applied by Miles as a manufacturer, plus
 (ii)
    
    [ * ]also calculated in accordance with reasonable cost
accounting methods of Miles, consistently applied by Miles as a manufacturer,
but excluding items referred to in the following sentence. Costs of Goods Sold
shall exclude [ * ].
 Co-Development
  3




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Co-Development Costs [ * ]
 (i)
    
    after having obtained regulatory approval to conduct human
clinical trials (Clinical Development Period) in the country in question,
within the JRDC budget approved by the Parties, and
 (ii)
    
    for the Preclinical Development Period pursuant to Section
9.6(b).
  Co-Development Plan
 Co-Promote
 Co-Promotion Program
 Co-Promotion Product
 Development Compound
 Distribution Costs [ * ]
 (i)
    
    handling and transportation to fulfill orders (excluding such
costs, if any, treated as a deduction in the definition of Net Sales),
 (ii)
    
    customer services including order entry, billing and
adjustments, inquiry and credit and collection, and
 (iii)
    
    [ * ]for the storage and distribution of Collaboration
Products.
 Effective Date
 Field
  4




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Field of Collaborative Research
 Information
 Joint Research and Development Committee JRDC
 Lead Structure
 Marketing Plan
 Marketing Profit or Loss
 Miles Know-How
 (i)
    
    Miles discloses to Onyx or an Affiliate of Onyx under this Agreement, and(ii)
    
    is within the Control of Miles.
  Miles Patents
 Net Sales
 (i)
    
    trade, quantity and cash discounts or rebates, actually allowed and taken,
  5




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(ii)
    
    credits or allowances given for rejection or return of
previously sold Product or outdated Product,(iii)
    
    any tax or other governmental charge borne by the selling
Party other than income tax levied on the sale, transportation or delivery of
Product, and(iv)
    
    any charges for packing, handling, freight, insurance and duty.
 Onyx Know-How
 (i)
    
    Onyx discloses to Miles or an Affiliate of Miles under this Agreement and(ii)
    
    is within the Control of Onyx.
  Onyx Patents
 Patent
   Preclinical Development Period
 Pre-Marketing Activities
 Product
 Post-Collaboration Compound
  6




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[ * ]
 [ * ] [ * ]
 Ras Pathway [ * ] [ * ] [ * ] [ * ] [ * ]
 Ras Function [ * ] [ * ]
 Regulatory Approval
 Research
 (a)
    
    within the Field of Collaborative Research during the Research Term; or(b)
    
    with respect to Collaboration Compounds pursuant to Section 9.6.
 Research Plan
 Research Term
 Royalty-Bearing Product
     7




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Selling and Promotion Expenses [ * ] [ * ]
 Sublicense Revenues
 Third Party
 Third Party Royalties
   8




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##### 



CHAPTER 2
 OVERVIEW OF COLLABORATION
  Article  Initial Payment And Board Representation
 Purchase of Series D Preferred Stock.
 Board Representation.
 [ * ]
  9




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Article  Management of Collaboration
 Joint Research and Development Committee.
 Meetings of the JRDC.
 Functions and Powers of the JRDC.
  10




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##### 



Obligations of Parties.
 Project Leader.
 General.
  11




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Article  Licenses
 Research Licenses.
         Collaboration Product Commercialization Licenses.
   Limitations on Exclusivity.
   12




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##### 



Royalty-Bearing Product Commercialization Licenses.
   Know-How Licenses Following The Research Term
 Onyx License After Research Termination. [ * ]
   13




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##### 



CHAPTER 3
 RESEARCH
 Article  Collaborative Research Program
 Program Management.
 Decision Points During Research.
 Research Efforts and Expenses.
 Annual Plan and Budget.
 Extension of Research Term.
  14




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Termination of Research with Substitution of New Research Target.
 Consequences of Research Substitution.
   [
* ] [ * ] [ * ] [
* ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
  15




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Termination of Research by Miles.
 [ * ] [ * ]
   (i)
    
    Onyx may thereafter exercise the Termination License under Miles Patents and
Know-How granted to Onyx under Section 4.6;(ii)
    
    Miles shall promptly return to Onyx or destroy all copies of Onyx Information
and any other confidential information belonging to Onyx; and(iii)
    
    this Agreement, including all licenses granted to Miles under Article 4, shall
terminate effective as of such termination, subject to the survival of this Section,
Section 4.6, and the portions of this Agreement referred to in Section 24.5.
 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ *
] [ * ] [ * ] [ * ] [ * ]
 Key Employee Departure.
    16




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17




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Article  Specification of Research Field and Assays
 Refinement of Field of Collaborative Research.
 Restriction of the Field of Collaborative Research.
  [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
  18




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Specification of Ras Function Assay Standards.
 Article  Allocation of Research Tasks
 Onyx Research Obligations. [ * ] [ * ] [
* ] [ * ] [ * ] [ * ] [ * ]
 Miles Research Obligations.
  19




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Independent Funded Research Of Onyx Subject to Buy-Back. [ * ]
 Miles Buy-Back. [ * ] [ * ] [ * ] [ * ]
 Collaboration Compounds Developed After A Termination Under Section 5.9.
 Conduct of Studies.
  20




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Article  Research Material and Information
 Rights In Materials
   [ * ] [ * ] [ * ] [ * ]
 Acquisition of Third Party Technology. [ * ]
 Article  Research Funding
  21




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##### 



Miles Financial Support. [ *
] [ * ]
 Minimum Level of Financial Support. [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
 Restriction on Government Support.
 Manner of Payments. [ * ] [ * ]
 Application of Funds; Reporting.
 Research Activities After Research Term.
  22




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##### 



[ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
 [
* ] [ * ] [ * ] [
* ] [ * ] [ * ]
    23




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##### 



Article  Research Reports
 Information and Reports During Research.
 Reports After Research Term.
   24




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##### 



CHAPTER 4
 PRODUCT DEVELOPMENT
 Article  Co-Development
 Scope of Development.
 (i)
    
    review all proposals under Section 11.4 and select Collaboration Compounds for
Co-Development into Collaboration Products;(ii)
    
    review and approve the world-wide plan for the Co-Development of each
Development Compound selected for Co-Development, including an annual budget subject to
approval by the Parties, the clinical plan, and selection of indications (the
Co-Development Plan); and(iii)
    
    approve all major decisions regarding Co-Development.
 Preclinical Investigation and Development. [ * ]
 Synthesis of Preclinical Materials. [ * ]
 Selection of Collaboration Compounds for Co-Development.
  25




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(a)
    
    if the Back-Up Compounds cease to be in Co-Development (including by reason of
Regulatory Approval), or(b)
    
    within [ * ]after the end of the Research Term by decision of the JRDC, or(c)
    
    after [ * ]after the end of the Research Term.
 Budget for Development.
 Performance of Co-Development. [ * ] [ * ]
  26




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##### 



[ * ]
 Funding of Co-Development. [ * ]
 Development Payments.
 [ * ]
 [ * ]
 [ * ]
  27




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##### 



[ * ]
 Development Diligence. [ * ] [ * ] [ * ]
 Collaboration Product Information.
 Use of Information.
 Relationship With Chiron Product Rights. [ * ] [ * ] [ * ] [ * ] [ * ]
  28




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##### 



Manufacture of Clinical Materials.
 [ * ]
 Article  Independent Development
 Termination of Funding of Co-Development in Japan.
 Termination of Funding of Co-Development Outside Japan.
 No Refund of Co-Development Costs.
 Independent Development.
  29




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30




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CHAPTER 5
 MARKETING OF PRODUCTS
 Article  Commercialization of Collaboration Products
 Miles Exclusive Rights Outside the United States.
 Miles Marketing Plan. [ * ] [ * ]
 Financial Projections and Budget. [ * ]
 Onyx Option To Co-Promote.
 Onyx Notice of Intent to Co-Promote. [ * ]
 Co-Promotion Program.
  31




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##### 



Co-Promotion Sales Efforts.
 Co-Promotion Costs. [ * ]
 Training Program.
 Advertising and Promotional Materials.
 Onyx Marketing.
 Price Setting in the United States.
  32




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##### 



[ * ] [ * ]
 Article  Sales Responsibility
 Sales and Distribution.
 Responsibility.
     Cost Allocations. [ * ] [ * ] [ * ]
 Allocation of Co-Promotion Costs. [ * ] [ * ]
 Article  Royalty-Bearing Products
 Commercialization and Marketing of Royalty-Bearing Products.
  33




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Article  Compensation for Sales of Products
 Determination and Allocation of Marketing Profit and Loss with Respect to Sales Of
Collaboration Products. [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
 Royalty With Respect to Sales of Royalty-Bearing Products.
 Royalties After Termination of Co-Development.
 [ * ]
  [ * ]
  34




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##### 



(i) [ * ]
 (ii) [ * ]
 (2) [ * ]
 (3) [ * ]
 Royalties For Product Sold in Japan.
 [ * ] [ * ] [ * ] [ * ]
 [ * ]
 Royalties For Independently-Developed Products. [ * ]
 [ * ]
 [ * ]
 [ * ]
 Special Distribution.
 (i)
    
    [ * ]of the [ * ]of Marketing Profits for such quarter; and(ii)
    
    [ * ]of the [ * ]from Royalty-Bearing Products for such
quarter; and(iii)
    
    if the end of the [ * ]concerned is also the end of the [ *
], [ * ]of any Onyx Profit during [ * ]. As used herein, Onyx Profit means
any net profit reported by Onyx for financial accounting purposes, as
calculated by [ * ].
  35




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Such distribution shall be effected within 60 days after the end of the
quarter in the following manner or manners, as necessary, in the following
order: (i) [ * ]; (ii) [ * ]; (iii) [ * ]; and (iv) [ * ].
 Research Termination. [ * ]
 Duration of Royalty Obligations: Royalty Step-Down. [ * ] [ * ]
 Royalty for Post-Collaboration Compound Sales. [ * ]
 Royalty Payment Reports. [ * ]
 Royalty Offset.
 [ * ]
 [ * ]
    36




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[ * ]
 Taxes.
 (i)
    
    deduct those taxes from the remittable royalty,(ii)
    
    timely pay the taxes to the proper taxing authority, and(iii)
    
    send proof of payment to the other Party within sixty (60)
days following that payment.
  Blocked Currency.
 Foreign Exchange.
 Payments to or Reports by Affiliates.
 Sales By Sublicensees.
 Article  Information and Reports During Marketing
 Adverse Drug Events.
  37




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Records. [ * ]
 (i)
    
    determine, with respect to any calendar year ending not more
than three years prior to such Partys request, the correctness of any report
or payment made under this Agreement; or(ii)
    
    obtain information as to the royalty payable for any calendar
year. Any such examination shall be subject to Article 22. Results of any
such examination shall be made available to both Parties. The Party requesting
the audit shall bear the full cost of the performance of any such audit, unless
such audit discloses a variance of more than five percent (5%) from the amount
of the original report, royalty or payment calculation. In such case, the
Party being audited shall bear the full cost of the performance of such audit.
 Article  Trademarks
 Collaboration Product Trademarks. [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
  38




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Royalty-Bearing Product Trademarks.
 Infringement Of Trademark. [ * ] [ * ] [ * ]
 Costs of Defense for Collaboration Product Trademarks. [ * ] [ * ]
 Article  Manufacturing and Supply
 Commercial Supply of Collaboration Products.
 [ * ] [ * ] [ * ] [ * ]
 [ * ]
  [ * ] [ * ] [ * ]
 Labelling.
  39




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Commercial Supply of Royalty-Bearing Products.
 Supply Shortages.
   40




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CHAPTER 6
 INTELLECTUAL PROPERTY RIGHTS
 Article  Inventions and Patents
 Ownership of Research Products and Inventions.
  [ * ] [ * ] [ * ] [ * ] [ * ]
 Disclosure of Patentable Inventions.
  Patent Prosecution. [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
  41




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[ * ]
 Confidential Treatment.
 Article  Infringement
 Infringement By Third Parties for Collaboration Compound.
 (i)
    
    [ * ]following the notice of alleged infringement or(ii)
    
    [ * ]before the time limit, if any, set forth in the
appropriate laws and regulations for the filing of such actions, whichever
comes first, then [ * ], may each act in its own name to commence litigation
with respect to the alleged or threatened infringement. In the event a Party
brings an infringement action, the other Party shall cooperate fully,
including, if required to bring such action, the furnishing of a power of
attorney. Neither Party shall have the right to settle any patent
infringement litigation under this Section 21.1 in a manner that diminishes the
rights or interests of the other Party without the consent of such other Party.
The costs of any litigation commenced hereunder, [ * ], but excluding [ * ],
which are incurred after the designation of a Product for Co-Development but
prior to Regulatory Approval, shall be borne in the same manner as if such
costs were Co-Development Costs. Such costs that are incurred following
Regulatory Approval shall be [ * ], reimbursed to the Party
incurring such expense. Any recovery realized as a result of such litigation
shall be [ * ].
 Infringement by Third Parties for Royalty-Bearing Products.
  42




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##### 



[ * ]
 [ * ]
  Third Party Claims Against Collaboration Compound. [
* ] [ * ] [ * ]
 Allocation of Expense; Collaboration Compound or Product. [ * ] [ * ]
 Third Party Claims Relating to Royalty-Bearing Products.
  43




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##### 



[ * ]
  Article  Confidentiality
 Confidentiality; Exceptions.
           44




---



##### 



Authorized Disclosure.
   Survival.
 Termination of Prior Agreement.
 Publications.
   45




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##### 



CHAPTER 7
 GENERAL PROVISIONS
 Article  Federal State Tax Characterization
 Tax Partnership.
 (a)
 (b)
 (c)
 Tax Matters Partner.
  46




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##### 



Tax Returns.
  [ * ]
  Inconsistent Treatment of Partnership Items.
 Tax Partnership Elections.
 (i)
    
    [ * ](ii)
    
    Adopt the [ * ]accounting;(iii)
    
    Compute the allowance for depreciation, if any, under [ * ]
  47




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##### 



(iv)
    
    Amortize start-up expenditures, if any, over a [ * ]period in
accordance with Code Section 195(b) and any similar state statutes;(v)
    
    Amortize organization costs, if any, over a [ * ]period in
accordance with Code Section 709(b) and any similar state statutes;(vi)
    
    Treat research and experimentation expenditures as a deduction
[ * ]in accordance with Code Section 174(a)(1); and(vii)
    
    Elect to adjust the basis of the [ * ]pursuant to Code
Sections 734, 743 and 754.
 Characterization of Certain Payments and Activities.
 Capital Accounts.
 Tax Partnership Allocations.
 [ * ] [ * ] [ * ]
 [ * ] [ * ]
  48




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##### 



[ * ] [ * ]
   (i)
    
    Such special allocation, if any, shall be made
as is necessary to comply with the minimum gain chargeback requirement
in Section 1.704-2 of the Treasury regulations.(ii)
    
    Such special allocation, if any, shall be made
as is necessary to comply with the qualified income offset requirement
in Section 1.704-l(b)(2)(ii)(d) of the Treasury regulations.
    49




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##### 



Liquidation.
 Internal Revenue Service Notices.
   Tax Partnership Audits and Litigation. [ * ]
 Article  Term and Termination
 Term of Agreement.
    Termination for Breach.
  50




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##### 



Termination for Other Reasons.
         Acquisition of Onyx.
 (a)
  51




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##### 



(b)
 (c)
 Surviving Rights.
 Accrued Rights: Surviving Obligations.
 Article  Dispute Resolution
 Disputes.
  52




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##### 



Article  Representations and Warranties; Exclusivity
 Representations and Warranties.
 Performance By Affiliates.
 Exclusivity; Noncompetition Within the Field of Collaborative Research.
    53




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##### 



Article  Products Liability and Indemnification
 Indemnification for Sales of Royalty-Bearing Products.
    Actions in Respect of Collaboration Products.
    Indemnification for Negligence.
  54




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##### 



Article  Miscellaneous
 Assignment.
   Consents Not Unreasonably Withheld.
 Retained Rights.
 Force Majeure.
 Further Actions.
 No Trademark Rights.
  55




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##### 



Notices.
  
  
  
  
  56




---



##### 



Waiver.
 Severability.
   Counterparts.
 Press Releases. provided
 Entire Agreement.
 Governing Law.
  57




---



##### 



58




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##### 



In Witness Whereof,
 Onyx Pharmaceuticals, Inc.
    
    
    
    Miles Inc.By:
    
    /s/ Hollings C. Renton
    
    
    
    By:
    
    /s/ Horst WallrabeTitle: President and Chief Executive Officer
    
    
    
    Title: /s/ blank
  59




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##### 



EXHIBIT A
 Diagram of Collaboration




---



##### 



PHARMACEUTICALS BG
International Cooperation
and Licensing
    
    Cooperation with Onyx in Oncology
Structure of Cooperation
    
    Exhibit A (1)
 [ * ]




---



##### 



PHARMACEUTICALS BG
International Cooperation
and Licensing
    
    Cooperation with Onyx in Oncology
Ownership of compounds during
and after the RESEARCH TERM
    
    Exhibit A (2)
 [ * ]




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##### 



PHARMACEUTICALS BG
International Cooperation
and Licensing
    
    Cooperation with Onyx in Oncology
Ownership of compounds during
and after the RESEARCH TERM
    
    Exhibit A (3)
 [ * ]




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##### 



EXHIBIT B
 Field of Collaborative Research
 Programs  [ * ]
 Targets  [ * ]
 Assays  [ * ]




---



##### 



EXHIBIT C
 Research Plan




---



##### 



[ * ] Year Research Plan
 Onyx
    
    Miles
 [ * ]




---



##### 



Screening [ * ]
 [ * ]




---



##### 



Profiles: [ * ]
 Compounds
 [ * ]




---



##### 



EXHIBIT D
 Measured Activity Qualifying as ras Positive Inhibition