**[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HASBEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.****Exhibit 10.1(i)****AMENDMENT TO COLLABORATION AGREEMENT**     This **AMENDMENT TO COLLABORATION AGREEMENT**(the “Amendment”) by and between **ONYXPRARMACEUTICAIS, INC.**, a California corporation having its principal place of business in Richmond,California (“Onyx”) and **BAYER CORPORATION**, an Indiana corporation having its principal place ofbusiness in Pittsburgh, Pennsylvania (“Bayer”), shall be effective as of the date of last executionbelow. Each of Bayer and Onyx are sometimes referred to herein as the “Party” or, collectively, asthe “Parties”.**RECITALS**     **WHEREAS**, Onyx and Bayer (under the name Miles Inc., the prior name of Bayer) entered into aCollaboration Agreement, dated April 22, 1994 (the “Collaboration Agreement”); and     **WHEREAS**, Onyx and Bayer desire to amend and modify the terms of the Collaboration Agreement asset forth in this Amendment;     **NOW, THEREFORE**, in consideration of the covenants and promises contained in this Amendment,the Parties agree as follows:**1.**Capitalized terms used in this Amendment but not defined herein shall have the same meanings asdefined in the Agreement, except as modified under the terms of this Amendment. The term “Miles” inthe Agreement is understood to mean Bayer.**2.**The Agreement is amended by adding the following additional defined terms to Article 1 “DefinedTerms” in the Agreement:     **1.51 “Additional Cancer Targets”**means specific molecular entities that the JRDC decides toadd, contingent upon written approval by Onyx and Bayer, under the provisions of Section 5.6, tothe collaboration between the Parties as targets for the discovery, research and development ofcompositions of matter useful for cancer treatment, as listed on Exhibit E attached hereto.**1.52** **“Collaboration Cancer Program”**means a program of research and developmentcomprising a set of targets, or a research area to discover targets, for the discovery,research and development of compositions of matter useful for cancer treatment that theJRDC decides to add, contingent upon written approval by Onyx and Bayer, under theprovisions of Section 5.6, to the collaboration between the Parties, as listed on Exhibit E attached hereto.**[ * ]**= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HASBEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.
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     **1.53 “Onyx Collaboration Manager”**shall be a person designated by Onyx. The initialdesignee for this position is Dr. T. Evans. If his employment at Onyx is terminated for any reason,or if he is incapacitated or unwilling to serve, or if for any reason Onyx wishes to replace him,he may be replaced by a person mutually acceptable to Onyx and Bayer.     **1.54 “Bayer Collaboration Coordinator”**shall be a person designated by Bayer. The initialdesignee for this position is Dr. M. Katz. If his employment at Bayer is terminated for any reason,or if he is incapacitated or unwilling to serve, or if for any reason Bayer wishes to replace him,he may be replaced by a person mutually acceptable to Onyx and Bayer.**3.**Section 1.9 of the Agreement is amended to read in its entirety as follows:     **1.9 “Collaboration Compound”**means, except as provided below, any composition of matter: **(i)** that is discovered, identified or synthesized by or on behalfof Onyx or Miles or an Affiliate of either of them, and is recognized asprovided below for its activity either (x) for inhibiting Ras Function, or (y)for modulating the activity of an Additional Cancer Target or a target selectedby the JRDC from a Collaboration Cancer Program, prior to **[ * ]**; or  **(ii)** as to which Onyx or Miles or an Affiliate of either of themacquires rights from a Third Party, on an absolute or contingent basis (such asrights under an option), and which is recognized as provided below for itsactivity either (x) for inhibiting Ras Function, or (y) for modulating theactivity of an Additional Cancer Target or a target selected by the JRDC from aCollaboration Cancer Program, prior to **[ * ]**.     As used herein, the activity of a composition of matter for inhibiting Ras Function or formodulating the activity of an Additional Cancer Target or a selected target in a CollaborationCancer Program, as applicable, will be “recognized” if it satisfies the standards for specificactivity set forth in Exhibit D, or such other specific activity in the particular assay or assayswithin the Field of Collaborative Research established by the JRDC from time to time pursuant toSection 6.3 for the particular targets.     Notwithstanding the foregoing the term “Collaboration Compound” shall not include: **(a)** any composition of matter marketed by Miles or an Affiliate of Miles as of theEffective Date or as to which Miles or an Affiliate of Miles **[ * ]**(as determinedby the appropriate committee of Miles or an Affiliate of Miles), as of the EffectiveDate; **(b)** any composition of matter owned by Miles or Onyx or an Affiliate of either ofthem that would become subject to this Agreement by reason of an expansion of the Fieldof Collaborative Research after the Effective Date but as to which **[ * ]****[ * ]**= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HASBEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.
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   prior to such expansion; or  **(c)** any composition of matter that is a Back-Up Compound after **[ * ]**followingthe end of the Research Term.**4.**Section 1.23 of the Agreement is amended to add, after the phrase “or Ras Function”, thefollowing phrase:“or Additional Cancer Targets, or targets in the Collaboration Programs, but”**5.**Section 1.24 of the Agreement is amended to read in its entirety as follows:     **1.24 “Field of Collaborative Research”**means the specific programs, targets, and assays thatare selected by the JRDC contingent upon written approval by Onyx and Bayer for discovering either(a) inhibitors of Ras Pathway and Ras Function, or (b) modulators of the activity of targets in theAdditional Cancer Targets or in the Collaborative Cancer Programs. As of the Effective Date, theField of Collaborative Research shall be as described on the attached Exhibit B, which shall beamended by the Parties as the specific programs, targets, and assays within the Field ofCollaborative Research are modified and updated by the JRDC pursuant to Section 5.6 or 6.1. TheField of Collaborative Research shall not include any molecular entities, programs, targets, orassays that are not involved in the Ras Pathway or Ras Function, or in the Additional CancerTargets, or targets in the Collaboration Cancer Programs.**6.**Section 1.39 of the Agreement is amended to add, in place of the phrase “as defined in Section1.11,” which is deleted, the following phrase:“or for modulating the activity of an Additional Cancer Target or a selected target in aCollaboration Cancer Program, as defined in Section 1.9,”**7.**Section 1.45 is amended to read as follows:     **1.45 “Research Term”**means the period commencing on February 1, 1994 and continuing untilJanuary 31, 1999, unless extended under Section 5.5 or earlier terminated pursuant to Section 24.2,24.3 or 24.4.**8.**The Paragraph entitled “Overview of Collaboration” in Chapter 2 of the Agreement is amended toread in its entirety as follows:**OVERVIEW OF COLLABORATION**     Proteins and other effectors in the Ras Pathway, and other biochemical pathways, are directlyinvolved in control of cell growth. Changes or mutations to components in the such pathways havebeen shown to cause abnormal cell growth, including certain cancers. Onyx has technology,materials, and expertise relating to the modulation of Ras Function and other biochemical pathwaysand to assays that can identity compounds having activities useful in**[ * ]**= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HASBEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.
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inhibiting Ras Function or inmodulating the activities of other targets potentially useful in treating cancer. Bayer has anextensive library of chemical substances and natural materials, and expertise in the research,development, and commercialization of pharmaceutical compounds. The Parties desire to establish abroad collaboration in the Field to perform research towards identifying and investigatingsubstances that inhibit Ras Function or modulate the activity of other targets selected by theParties and to develop and commercialize substances identified in such process as pharmaceuticalproducts for the treatment of cancer and other human conditions and diseases. The Parties intendthat this Agreement shall establish such collaboration and determine the rights and obligation ofeach Party in conducting all of the research, development, and marketing of products, and all otherrelated activities, under the collaboration. Attached as Exhibit A is a flowchart depicting inschematic form, the various activities of the collaboration and the decision points in the progressof identifying, researching, and developing Collaboration Products.**9.**The first sentence of Section 4.2(a) is amended to read as follows:          **(a)**Onyx hereby grants Miles and its Affiliates a worldwide, fully-paid-up license, with theright to grant sublicenses, under the Onyx Patents and Onyx Know-How to develop, make, have made,use, have used, import and have imported, offer for sale, sell and have sold CollaborationProducts, subject to the terms and conditions of this Agreement.**10.**The first sentence of Section 4.2(b) is amended to read as follows:          **(b)**Miles and its Affiliates hereby grant Onyx a fully paid-up license in the United States,without the right to grant sublicenses, under the Miles Patents and Miles Know-How to develop, use,offer for sale, and sell Collaboration Products, subject to the terms and conditions of thisAgreement.     **11. **Section 4.4 is amended to read in its entirety as follows:          **(a)**Onyx hereby grants Miles and its Affiliates an exclusive, royalty-bearing license, withthe right to grant sublicenses, under the Onyx Patents and the Onyx Know-How solely to develop,make, have made, use, have used, import and have imported, offer for sale, sell and have soldRoyalty-Bearing Products of Miles in such countries where such products are deemed hereunder to beRoyalty-Bearing Products, subject to the terms and conditions of this Agreement.          **(b)**Miles hereby grants Onyx and its Affiliates an exclusive, royalty-bearing license, withthe right to grant sublicenses, under the Miles Patents and Miles Know-How solely to make, havemade, use, have used, import, have imported, offer for sale, sell, and have soldRoyalty-Bearing Products of Onyx in such countries where such products are deemed hereunder tobe Royalty Bearing Products, subject to the terms and conditions of this Agreement.**12.**Section 4.5 of the Agreement is amended to add at the end of the Section the following phrase:**[ * ]**= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HASBEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.
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“or to the Additional Cancer Targets or the Collaboration Cancer Programs.”**13.**Section 4.6 is deleted and a new Section 4.6 is added as follows:     **4.6 Bayer License Outside the Field.**Notwithstanding any other provision of this Agreement,Onyx hereby grants Bayer and its Affiliates a worldwide, paid-up, royalty-free non-exclusivelicense outside the Field (except within fields of use for which Onyx has already granted exclusiverights to Warner-Lambert, Eli Lilly and Chiron as of April 4, 1996), without the right to grantsublicenses, under the Onyx Compound Patents and the Onyx Know-How, solely to make and have made,use and have used, import and have imported, offer for sale, sell and have sold compounds (otherthan Collaboration Compounds, which are covered under the licenses granted in Sections 4.1(a) and4.2(a)). As used herein, “Onyx Compound Patents” means each and every Onyx Patent that claims a **[ *]**or a **[ * ]**(without limitation as to claims within such patents).**14.**Section 5.3 of the Agreement is amended to add at the end of the Section the following