[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HASBEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.**Exhibit 10.22****AMENDMENT#3 TO THE AMENDED AND RESTATED RESEARCH,DEVELOPMENT AND MARKETING COLLABORATION AGREEMENT****between****ONYX PHARMACEUTICALS, INC.****andWARNER-LAMBERT COMPANY****ThisAmendment #3****to the Amended and Restated Research, Development and MarketingCollaboration Agreement**dated as of May 2, 1995 (**“Third Amendment”**) is made and entered into onAugust 6, 2001 (the **“Amendment Date”**), by and between **Onyx Pharmaceuticals, Inc.**, aDelaware corporation having its principal place of business at 3031 Research Drive, Richmond,California 94806 (**“Onyx”**), and the Warner-Lambert Company, a Delaware corporation and awholly-owned subsidiary of Pfizer Inc, having a place of business at 2800 Plymouth Road, Ann Arbor,MI 48105 **(“Warner”)**.**Recitals**     **Whereas,** Onyx and Warner entered into an Amended and Restated Research, Developmentand Marketing Collaboration Agreement dated May 2, 1995 (“Agreement”); and     **Whereas**, the parties subsequently amended the Agreement on December 15, 1997 andMarch 1, 2000; and     **Whereas**, the parties wish to further amend some of the terms and conditions underwhich they will proceed with the collaboration as a result of the acquisition by Pfizer Inc.(“Pfizer”) of Warner;     **Now therefore,** in consideration of the foregoing and other good and valuableconsideration, the parties hereby agree as follows:**1.  **Except as expressly provided herein, defined terms will have the meanings set forth in theAgreement.**2.  **The definition of Field in Article 1 of the Agreement is deleted and replaced in its entiretywith the following:     “Field shall mean research, drug discovery and development collaboration aimed at **[*** **]**.[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HASBEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
 

 
     The Collaboration will seek to identify agents that modulate biological targets within theField.     The Field will consist of **[*** **]**cdk4, **[*** **]**.     For the avoidance of doubt intellectual property, including patents, developed by Pfizeragainst targets in the Field prior to and subsequent to the acquisition of Warner including, butnot limited to, compounds, assays, cell lines, reagents, clinical data, etc., shall be contributedto the Collaboration; provided, however, that there will be no obligation to contributeintellectual property regarding targets outside the Field.”**3.  **The following definitions are deleted from the Agreement:     “Generation 1 Collaboration Compounds” and “Generation 2 Collaboration Compounds”**4.  **Article 2.0 is amended. The following sentence is added to Section 2.1:     “Warner will provide Onyx with a list of all Collaboration Compounds within sixty (60) daysafter the end of the Term of the Research Collaboration and a list of all Collaboration Compoundswithin sixty (60) days after the one (1) year anniversary of the Term of the ResearchCollaboration. The Research Management Committee may elect to meet to discuss these lists.”**5.  **Section 9.3 (Generation 2 Collaboration Products) is deleted from the Agreement.**6.  **Section 2.4 is deleted from the Agreement and Article 6.0 (Licenses and Royalties) is amendedas follows:     **A.**     New Sections 6.3 and 6.4 are added and inserted after Section 6.2:     “6.3 (a) Grant of Research Licenses within the Field. Onyx and Warner each grant to the othera nonexclusive, irrevocable, worldwide, royalty-free, perpetual license, including the right togrant sub-licenses to Affiliates, to make and use the other’s Confidential Information, Know-Howand Patents for all research purposes other than the sale or manufacture for sale of products orprocesses;     (b) Grant of Research Licenses outside the Field. Onyx and Warner each grant to the other anonexclusive, irrevocable, worldwide, royalty-free, perpetual license, including the right to grantsub-licenses to Affiliates, to make and use the other’s confidential information, know-how andpatents covering the target **[*** **]**, developed during the Term of the Research Collaboration pursuantto the Research Plan, for all research purposes other than the sale or manufacture for sale ofproducts or processes.”     “6.4 Materials. Onyx and Warner shall, upon each other’s written request, **[*** **]**which arelicensed under this Article 6.0.”[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HASBEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
 

 
     **B.**    All other Sections within Article 6.0 will be renumbered to reflect these insertions, i.e.“Royalties Payable by Warner” will become Section 6.5.**7.  **New Section 6.14 is added and inserted after the renumbered Section “Restrictions on Payment”as follows:     “6.14 Acquisition and Assignment. In the event that either Onyx or Warner is acquired orassigns the Agreement to a third party, such third party’s confidential information, know-how andpatents shall not be subject to the licenses granted under this Agreement.”**8.  **Article 3.0 is amended. A sentence is added to the end of Section 3.1 as follows:     “During the one year after the Term of the Research Collaboration the Research ManagementCommittee will provide each other with reports, quarterly after the Effective Date of this ThirdAmendment. The Research Management Committee may also agree to convene by teleconference or othermedia to discuss the results disclosed in the reports.**9.    **Section 3.2 is deleted from the Agreement as well as all additional references to the MarketingCommittee.**10.  **Section 5.4 (Warner’s Re-engagement Option) is deleted from the Agreement.**11.  **Article 7 (Co-Promotion of Collaboration Products) is deleted from the Agreement.**12.  **Article 10.0 is amended. A new Section 10.1 (c) is added as follows:     “(c)   Notwithstanding the foregoing, Onyx will have the right to disclose ConfidentialInformation of Warner’s to third parties in connection with a potential assignment of Onyx’s rightsunder the Agreement, in addition to a potential equity investment, merger or acquisition orcollaboration, provided, however, that the third party will be required to sign a confidentialityagreement with Onyx, prior to such disclosure and also provided that Warner receives a copy of suchagreement prior to disclosure.”**13.  **Article 14.0 is amended. A sentence is added within Section 14.2 (Assignment) so that Section12.2 reads in its entirety as follows:“This Agreement shall not be assignable by either party without the prior written consent of theother party, such consent not to be unreasonably withheld. In no event will any assignment relievethe assigning party of its obligations hereunder. This Agreement shall be binding upon and,subject to the terms of the foregoing sentence, inure to the benefit of the parties’ successors,legal representatives and assigns.     If either party wishes to assign this Agreement, they will so notify the other party inwriting. The party receiving the notice of intention to assign will have 30 days in which toobject to such assignment by the assigning party. Notwithstanding the[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HASBEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
 

 
foregoing, Warner may assign this Agreement to any of its wholly-owned subsidiaries or anyentity succeeding to a majority of its Parke-Davis business, and either party may assign thisAgreement to its successor in connection with any merger, consolidation or sale of all orsubstantially all of its assets.”**14.  **Section 14.7 is amended as follows regarding notices to Warner:**        **“...To Warner:**        **If to Warner to:**        **George M. Milne, Jr., Ph.D.