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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2007
  o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the transition period from  to
 0-28298
 ONYX PHARMACEUTICALS, INC.
  Delaware(State or other jurisdiction of
incorporation or organization)
    
    94-3154463(I.R.S. Employer ID Number)
 
 
  þ o
  o þ o
  o þ




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INDEX
 PagePART I: FINANCIAL INFORMATIONItem 1.Financial Statements (Unaudited)Condensed Balance Sheets  March 31, 2007 and December 31, 2006
    
    
    3Condensed Statements of Operations  Three months ended March 31, 2007 and 2006
    
    
    4Condensed Statements of Cash Flows  Three months ended March 31, 2007 and 2006
    
    
    5Notes to Condensed Financial Statements
    
    
    6Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    10Item 3.Quantitative and Qualitative Disclosures About Market Risk
    
    
    15Item 4.Controls and Procedures
    
    
    15PART II: OTHER INFORMATIONItem 1.Legal Proceedings
    
    
    16Item 1A.Risk Factors
    
    
    16Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    32Item 3.Defaults Upon Senior Securities
    
    
    32Item 4.Submission of Matters to a Vote of Security Holders
    
    
    32Item 5.Other Information
    
    
    32Item 6.Exhibits
    
    
    32SIGNATURESEXHIBIT 10.25EXHIBIT 10.26EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1
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PART I: FINANCIAL INFORMATION
 
 Item 1. Financial Statements (Unaudited)
 
 CONDENSED BALANCE SHEETS
 March 31,
    
    
    December 31,2007
    
    
    2006(Unaudited)
    
    
    (Note 1)(In thousands)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    80,792
    
    
    $
    94,413Short-term marketable securities
    
    
    180,959
    
    
    
    172,545Receivable from collaboration partner
    
    
    9,057
    
    
    
    9,281Other current assets
    
    
    3,876
    
    
    
    3,659Total current assets
    
    
    274,684
    
    
    
    279,898Long-term marketable securities
    
    
    
    
    
    
    4,445Property and equipment, net
    
    
    1,873
    
    
    
    1,478Other assets
    
    
    506
    
    
    
    425$
    277,063
    
    
    $
    286,246LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    169
    
    
    $
    297Payable to collaboration partner
    
    
    9,093
    
    
    
    8,391Accrued liabilities
    
    
    2,523
    
    
    
    3,194Accrued clinical trials and related expenses
    
    
    4,031
    
    
    
    8,263Accrued compensation
    
    
    2,117
    
    
    
    3,321Total current liabilities
    
    
    17,933
    
    
    
    23,466Advance from collaboration partner
    
    
    40,000
    
    
    
    40,000Commitments and contingenciesStockholders equity:Common stock
    
    
    47
    
    
    
    46Additional paid-in capital
    
    
    669,873
    
    
    
    661,402Accumulated other comprehensive loss
    
    
    (104
    )
    
    
    (177
    )Accumulated deficit
    
    
    (450,686
    )
    
    
    (438,491
    )Total stockholders equity
    
    
    219,130
    
    
    
    222,780$
    277,063
    
    
    $
    286,246
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CONDENSED STATEMENTS OF OPERATIONS
  Three Months EndedMarch 31,2007
    
    
    2006(In thousands, except pershare amounts)Operating expenses:Net expense due (from) to unconsolidated joint business
    
    $
    (3,025
    )
    
    $
    4,102Research and development
    
    
    5,534
    
    
    
    7,800Selling, general and administrative
    
    
    13,183
    
    
    
    11,623Total operating expenses
    
    
    15,692
    
    
    
    23,525Loss from operations
    
    
    (15,692
    )
    
    
    (23,525
    )Interest income
    
    
    3,497
    
    
    
    3,173Net loss
    
    $
    (12,195
    )
    
    $
    (20,352
    )Basic and diluted net loss per share
    
    $
    (0.26
    )
    
    $
    (0.49
    )Shares used in computing basic and diluted net loss per share
    
    
    46,278
    
    
    
    41,292
  4




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CONDENSED STATEMENTS OF CASH FLOWS
  Three Months Ended March 31,2007
    
    
    2006( In thousands)Cash flows from operating activities:Net loss
    
    $
    (12,195
    )
    
    $
    (20,352
    )Adjustments to reconcile net loss to net cash used
in operating activities:Depreciation and amortization
    
    
    195
    
    
    
    188Stock-based compensation
    
    
    3,397
    
    
    
    3,753Changes in operating assets and liabilities:Receivable from collaboration partner
    
    
    224
    
    
    
    403Prepaid expenses and other current assets
    
    
    (217
    )
    
    
    (807
    )Other assets
    
    
    (81
    )
    
    
    Accounts payable
    
    
    (128
    )
    
    
    (344
    )Accrued liabilities
    
    
    (671
    )
    
    
    875Accrued clinical trials and related expenses
    
    
    (4,232
    )
    
    
    1,299Payable to collaboration partner
    
    
    702
    
    
    
    (21,847
    )Accrued compensation
    
    
    (1,204
    )
    
    
    (478
    )Net cash used in operating activities
    
    
    (14,210
    )
    
    
    (37,310
    )Cash flows from investing activities:Purchases of marketable securities
    
    
    (104,524
    )
    
    
    (67,243
    )Maturities of marketable securities
    
    
    100,628
    
    
    
    70,200Capital expenditures
    
    
    (590
    )
    
    
    (12
    )Net cash
(used in) provided by investing activities
    
    
    (4,486
    )
    
    
    2,945Cash flows from financing activities:Advance from collaboration partner
    
    
    
    
    
    
    10,000Net proceeds from issuances of common stock
    
    
    5,075
    
    
    
    1,231Net cash provided by financing activities
    
    
    5,075
    
    
    
    11,231Net decrease in cash and cash equivalents
    
    
    (13,621
    )
    
    
    (23,134
    )Cash and cash equivalents at beginning of period
    
    
    94,413
    
    
    
    46,064Cash and cash equivalents at end of period
    
    $
    80,792
    
    
    $
    22,930
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NOTES TO CONDENSED FINANCIAL STATEMENTS
 March 31, 2007
 (Unaudited)
 Note 1. Basis of Presentation
    Note
2. Net Expense due to (from) Unconsolidated Joint Business
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Three Months Ended March 31,2007
    
    2006(in
thousands)Onyxs share of collaboration loss
    
    $
    4,430
    
    
    $
    11,996Reimbursement of Onyxs direct development and
marketing expenses
    
    
    (7,455
    )
    
    
    (7,894
    )Net expense due (from) to unconsolidated joint business
    
    $
    (3,025
    )
    
    $
    4,102
  Note 3. Stock-Based Compensation
 ,
  Employee Stock Plans
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Valuation Assumptions
  Three Months EndedMarch 31,2007
    
    2006Stock Option Plans:Risk-free interest rate
    
    4.71%
    
    4.57%Expected life
    
    4.3 years
    
    4.2 yearsExpected volatility
    
    0.64%
    
    0.60%Expected dividends
    
    None
    
    NoneWeighted average option fair value
    
    $13.33
    
    $14.49Stock bonus awards:Expected life
    
    3 years
    
    Expected dividends
    
    None
    
    Weighted average fair value per share
    
    $24.84
    
    ESPP:Risk-free interest rate
    
    5.17%
    
    4.33%Expected life
    
    6 months
    
    6 monthsExpected volatility
    
    0.60%
    
    0.60%Expected dividends
    
    None
    
    NoneWeighted average shares fair value
    
    $4.97
    
    $9.32
 Note 4. Net Loss Per Share
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Note 5. Comprehensive Loss
  Three Months EndedMarch 31,2007
    
    
    2006(In thousands)Net loss  as reported
    
    $
    (12,195
    )
    
    $
    (20,352
    )Other comprehensive loss:Change in unrealized gain (loss) on available-for-sale securities
    
    
    73
    
    
    
    (281
    )Comprehensive loss
    
    $
    (12,122
    )
    
    $
    (20,633
    )
 Note 6. Income Taxes
  Note 7. Subsequent Events
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Item 2. 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 Form 10-Q 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 Form 10-Q . Our actual
results could differ materially from those anticipated in these forward-looking statements for many
reasons, including those set forth under Item 1A Risk Factors in this Quarterly Report on Form
10-Q.
 Overview
 changing the way cancer is treated 
 ®
    Critical Accounting Policies and the Use of Estimates
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Results of Operations
 Three months ended March 31, 2007 and 2006
 Revenue
  Net Expense due to (from) Unconsolidated Joint Business
     11




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Three Months Ended March 31,2007
    
    
    2006(in thousands)Product revenue, net (as recorded by Bayer)
    
    $
    60,881
    
    
    $
    23,747Combined cost of goods sold, distribution,
selling, general and administrative
expenses
    
    
    36,450
    
    
    
    17,708Combined research and development expenses
    
    
    33,290
    
    
    
    30,031Combined collaboration loss
    
    $
    8,859
    
    
    $
    23,992Onyxs share of collaboration loss
    
    $
    4,430
    
    
    $
    11,996Reimbursement of Onyxs direct development
and marketing expenses
    
    
    (7,455
    )
    
    
    (7,894
    )Onyx net expense due (from) to
unconsolidated joint business
    
    $
    (3,025
    )
    
    $
    4,102
 12




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Research and Development Expenses
    Selling, General and Administrative Expenses
   Interest Income
  13




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Liquidity and Capital Resources
      Recently Issued Accounting Standards
 Accounting for Uncertainty in Income
Taxes, an interpretation of FASB Statement No. 109
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
   March 31, 2007
    
    December 31, 2006Average
    
    
    
    
    
    
    
    
    
    AverageFair Value
    
    Interest
    
    
    
    
    
    Fair Value
    
    InterestMaturity
    
    (In millions)
    
    Rate
    
    Maturity
    
    (In millions)
    
    RateCash equivalents, fixed rate
    
    0  2 months
    
    $
    79.4
    
    
    
    5.14
    %
    
    0  2 months
    
    $
    94.1
    
    
    
    5.34
    %Marketable securities,
fixed rate
    
    0  10 months
    
    $
    181.0
    
    
    
    5.29
    %
    
    0  13 months
    
    $
    177.0
    
    
    
    4.91
    %
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures:
 Changes in Internal Control over Financial Reporting:
 Inherent Limitations on Effectiveness of Controls:
 15




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PART II: OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 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. The risks and
uncertainties described below contain forward-looking statements, and our actual results may differ
materially from those discussed here. 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.
 We have marked with an asterisk (*) those risk factors below that reflect material changes
from the risk factors included in our Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 5, 2007.
 Nexavar ® (sorafenib) tablets is our only product, and we do not have any other product
candidates in Phase 2 or Phase 3 clinical development. If Nexavar is not commercially successful,
we may be unable to identify and promote alternative product candidates and our business would
fail.
  If our clinical trials fail to demonstrate that Nexavar is safe and effective for cancer types
other than kidney cancer, we will be unable to broadly commercialize Nexavar as a treatment for
cancer, and our business may fail.*
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Even though we have stopped the Phase 3 liver cancer trial, Nexavar may never be approved for use
in this indication, or its approval may be significantly delayed.
   There are competing therapies approved for the treatment of advanced kidney and other types of
cancer for which we are developing Nexavar. We expect the number of approved therapies to rapidly
increase, which could harm the prospects for Nexavar in advanced kidney cancer and other
indications.*
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We are dependent upon our collaborative relationship with Bayer to manufacture and to further
develop and commercialize Nexavar. There may be circumstances that delay or prevent the development
and commercialization of Nexavar.
    18




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
    
    the amount and timing of resource expenditures can vary because of decisions by Bayer;
    
    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; and
    
    possible disagreements with Bayer regarding the collaboration agreement or ownership of proprietary rights.
  We face intense competition and rapid technological change, and many of our competitors have
substantially greater resources than we have.
  19




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
    
    developing products;
    
    undertaking preclinical testing and human clinical trials;
    
    obtaining FDA and other regulatory approvals of products; and
    
    manufacturing and marketing products.
     Our clinical trials could take longer to complete than we project or may not be completed at all.
   20




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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.
  
    
    Hypertension may occur early in the course of therapy and blood pressure should be
monitored weekly during the first six weeks of therapy and treated as needed.
    
    Gastrointestinal perforation has been reported in less than one percent of patients
taking Nexavar.
    
    Incidence of bleeding, regardless of causality, was 15 percent for Nexavar vs. 8
percent for placebo and the incidence of treatment-emergent cardiac ischemia/infarction
was 2.9 percent for Nexavar vs. 0.4 percent for placebo.
    
    Most common treatment-emergent adverse events with Nexavar were diarrhea,
rash/desquamation, fatigue, hand-foot skin reaction, alopecia and nausea. Grade 3/4
adverse events were 38 percent for Nexavar vs. 28 percent for placebo.
    
    Women of child-bearing potential should be advised to avoid becoming pregnant and
advised against breast-feeding.
    
    In cases of any severe or persistent side effects, temporary treatment interruption,
dose modification or permanent discontinuation should be considered.
  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.
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We have a history of losses, and we expect to continue to incur losses.
   We are subject to extensive government regulation, which can be costly, time consuming and subject
us to unanticipated delays.
    22




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
    
    adversely affect the successful commercialization of Nexavar;
    
    impose costly procedures on us;
    
    diminish any competitive advantages that we may attain; and
    
    adversely affect our receipt of revenues or royalties.
  While Nexavar has received approvals for sale in several countries outside of the United States, it
has not received pricing approval in all of these foreign countries, and may not receive marketing
approval in additional countries.*
  .
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We
will need substantial additional funds, and our future access to capital is uncertain.*
  
    
    the size and complexity of our Nexavar program;
    
    decisions made by Bayer and Onyx to alter the size, scope and schedule of clinical development;
    
    repayment of our of milestone-based advances;
    
    progress with clinical trials;
    
    the time and costs involved in obtaining regulatory approvals;
    
    the cost involved in enforcing patent claims against third parties and defending claims by
third parties (both of which are shared with Bayer);
    
    the costs associated with acquisitions or licenses of additional products;
    
    competing technological and market developments; and
    
    global product commercialization activities.
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We are dependent on the efforts of Bayer to market and promote Nexavar in countries outside the
United States where Nexavar has received approval.
     If Bayers business strategy changes, it may adversely affect our collaborative relationship.
  We do not have manufacturing expertise or capabilities and are dependent on Bayer to fulfill our
manufacturing needs, which could result in lost sales and the delay of clinical trials or
regulatory approval.
  If the specialty pharmacies and distributors that we and Bayer rely upon to sell our products fail
to perform, our business may be adversely affected.*
  25




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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.
  If we lose our key employees and consultants or are unable to attract or retain qualified
personnel, our business could suffer.
   The market may not accept our products and pharmaceutical pricing and reimbursement pressures may
reduce profitability.
  26




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
    
    rate of adoption by healthcare practitioners;
    
    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.
  We may not be able to protect our intellectual property or 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.
  27




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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.
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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 and market information from Bayer regarding the
development and sale of Nexavar, we may be unable to accurately report our results of operations.
  Our stock price is volatile.
  
    
    reported sales of Nexavar by Bayer;
    
    interim or final results of, or speculation about, clinical trials from Nexavar;
    
    decisions by regulatory agencies;
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
    
    changes in the regulatory approval requirements;
    
    ability to accrue patients into clinical trials;
    
    success or failure in, or speculation about, obtaining regulatory approval by us or our competitors;
    
    public concern as to the safety and efficacy of our product candidates;
    
    developments in our relationship with Bayer;
    
    developments in patent or other proprietary rights;
    
    additions or departures of key personnel;
    
    announcements by us or our competitors of technological innovations or new commercial therapeutic products;
    
    published reports by securities analysts;
    
    statements of governmental officials;
    
    changes in healthcare reimbursement policies;
    
    sales of our common stock by existing holders, or sales of shares issuable upon exercise of outstanding
options and warrants; and
    
    sales by us of our common stock, including sales under our committed equity financing facility arrangement
with Azimuth.
 We are at risk of securities class action litigation due to our expected stock price volatility.
  Existing stockholders have significant influence over us.
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Provisions in our collaboration agreement with Bayer may prevent or delay a change in control.
  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 percent or more of the corporations stock;
    
    after the transaction in which the stockholder acquired 15 percent or
more of the corporations stock, the stockholder owned at least 85
percent 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.
   
    
    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 ten percent or more of the stockholders entitled to vote at the meeting; and
    
    no cumulative voting.
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Accounting pronouncements may affect our future financial position and results of operations.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
 3.1 (1)
    
    Restated Certificate of Incorporation of the Company.3.2 (1)
    
    Bylaws of the Company.3.3 (2)
    
    Certificate of Amendment to Amended and Restated Certificate of Incorporation.3.4 (3)
    
    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.10.24 (4)
    
    2007 Base Salaries and Bonuses for Fiscal Year 2006 for Named Executive Officers.10.25
    
    2007 Bonus Plan Summary.10.26
    
    Retirement Agreement between Edward F. Kenney and the Company, dated April 13, 2007.31.1 (5)
    
    Certification of Chief Executive Officer as required by Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934, as amended.31.2 (5)
    
    Certification of Principal Financial Officer as required by Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934, as amended.
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32.1 (5)
    
    Certifications required by Rule 13a-14(b) or Rule 15d-14(b) of the Securities
Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the
United States Code (18 U.S.C. 1350).
 
 (1)
    
    Filed as an exhibit to the Companys Registration Statement on Form SB-2 (No. 333-3176-LA).(2)
    
    Filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000.(3)
    
    Filed as an exhibit to the Companys Registration Statement on Form S-3 (No. 333-134565)
filed on May 30, 2006.(4)
    
    Filed as an exhibit to Amendment No. 1 of the Companys Current Report on Form 8-K/A filed
on March 22, 2007.(5)
    
    This certification accompanies the Quarterly Report on Form 10-Q to which it relates, is not
deemed filed with the Securities and Exchange Commission and is not to be incorporated by
reference into any filing of Onyx Pharmaceuticals, Inc. under the Securities Act of 1933, as
amended or the Securities Exchange Act of 1934, as amended (whether made before or after the date
of the Quarterly Report on Form 10-Q), irrespective of any general incorporation language
contained in such filing. 33




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SIGNATURES
  ONYX PHARMACEUTICALS, INC.Date: May 9, 2007
    
    By:
    
    /s/ Hollings C. RentonHollings C. RentonChairman of the Board,President and Chief Executive Officer(Principal Executive Officer)Date: May 9, 2007
    
    By:
    
    /s/ Gregory W. SchaferGregory W. SchaferVice President and Chief Financial Officer(Principal Financial and Accounting Officer)
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##### Table of Contents



EXHIBIT INDEX
 3.1 (1)
    
    Restated Certificate of Incorporation of the Company.3.2 (1)
    
    Bylaws of the Company.3.3 (2)
    
    Certificate of Amendment to Amended and Restated Certificate of Incorporation.3.4 (3)
    
    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.10.24 (4)
    
    2007 Base Salaries and Bonuses for Fiscal Year 2006 for Named Executive Officers.10.25
    
    2007 Bonus Plan Summary.10.26
    
    Retirement Agreement between Edward F. Kenney and the Company, dated April 13, 2007.31.1 (5)
    
    Certification of Chief Executive Officer as required by Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934, as amended.31.2 (5)
    
    Certification of Principal Financial Officer as required by Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934, as amended.32.1 (5)
    
    Certifications required by Rule 13a-14(b) or Rule 15d-14(b) of the Securities
Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the
United States Code (18 U.S.C. 1350).
 
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    Confidential treatment has been requested for portions of this document. 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.**
    
    Confidential treatment has been requested for portions of this document.(1)
    
    Filed as an exhibit to the Companys Registration Statement on Form SB-2 (No. 333-3176-LA).(2)
    
    Filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000.(3)
    
    Filed as an exhibit to the Companys Registration Statement on Form S-3 (No. 333-134565)
filed on May 30, 2006.(4)
    
    Filed as an exhibit to Amendment No. 1 of the Companys Current Report on Form 8-K/A filed on
March 22, 2007.(5)
    
    This certification accompanies the Quarterly Report on Form 10-Q to which it relates, is not
deemed filed with the Securities and Exchange Commission and is not to be incorporated by
reference into any filing of Onyx Pharmaceuticals, Inc. under the Securities Act of 1933, as
amended or the Securities Exchange Act of 1934, as amended (whether made before or after the date
of the Quarterly Report on Form 10-Q), irrespective of any general incorporation language
contained in such filing. 35