##### 



[ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
 Exhibit 10.31
 U.S. CO-PROMOTION AGREEMENT
 BAYER PHARMACEUTICALS CORPORATION
and
ONYX PHARMACEUTICALS, INC.
 March 6, 2006




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##### 



Table of Contents
 PageARTICLE I
    
    DEFINITIONS
    
    
    1ARTICLE II
    
    GRANTS OF RIGHTS
    
    
    11Section 2.1
    
    
    
    Co-Promotion Rights Relating to the Co-Promotion Collaboration Product
    
    
    11Section 2.2
    
    
    
    Co-Promotion Rights of other Collaboration Products, if any
    
    
    11ARTICLE III
    
    MANAGEMENT
    
    
    11Section 3.1
    
    
    
    Overview
    
    
    11Section 3.2
    
    
    
    Joint Marketing Committee
    
    
    12Section 3.3
    
    
    
    Committee Decision Making
    
    
    13Section 3.4
    
    
    
    Obligations of the Parties
    
    
    13ARTICLE IV
    
    RESPONSIBILITIES OF ONYX
    
    
    14Section 4.1
    
    
    
    Promotion of the Co-Promotion Collaboration Product by Onyx
    
    
    14Section 4.2
    
    
    
    CRM System and Sales/Prescriber Data
    
    
    15Section 4.3
    
    
    
    Onyx Sales Force
    
    
    15ARTICLE V
    
    RESPONSIBILITIES OF BAYER
    
    
    16Section 5.1
    
    
    
    Promotion of the Co-Promotion Collaboration Product by Bayer
    
    
    16Section 5.2
    
    
    
    CRM System and Sales/Prescriber Data
    
    
    17Section 5.3
    
    
    
    Bayer Sales Force
    
    
    18Section 5.4
    
    
    
    Manufacture, Shipment, Booking, Invoicing, etc. of the Co-Promotion Collaboration Product
    
    
    18ARTICLE VI
    
    EMPLOYEES; TRAINING AND MARKETING MATERIALS
    
    
    19Section 6.1
    
    
    
    Compensation of Sales Representatives
    
    
    19Section 6.2
    
    
    
    Marketing Materials
    
    
    20Section 6.3
    
    
    
    [ * ] of Employees
    
    
    21Section 6.4
    
    
    
    Promotion of [ * ]
    
    
    21ARTICLE VII
    
    REGULATORY MATTERS
    
    
    21Section 7.1
    
    
    
    Licenses
    
    
    21Section 7.2
    
    
    
    Labeling and Marketing Materials
    
    
    21Section 7.3
    
    
    
    Efficacy and Safety Information
    
    
    21
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
 -i-




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Table of Contents
 PageSection 7.4
    
    
    
    Recalls
    
    
    22Section 7.5
    
    
    
    Pharmacovigilance Agreement
    
    
    23Section 7.6
    
    
    
    Transmittal of Advertisements and Promotional Labeling for Drugs and Biologics for Human Use
    
    
    23ARTICLE VIII
    
    ECONOMICS OF CO-PROMOTION; PROFIT SHARING
    
    
    23Section 8.1
    
    
    
    Overview
    
    
    23Section 8.2
    
    
    
    Joint Profit and Loss Statement
    
    
    23Section 8.3
    
    
    
    Reporting Sales
    
    
    24Section 8.4
    
    
    
    Allowable Expenses
    
    
    24Section 8.5
    
    
    
    Determination of Marketing Profit and Loss
    
    
    25Section 8.6
    
    
    
    Allocation of Marketing Profit and Loss and Related Payments
    
    
    25Section 8.7
    
    
    
    [ * ]
    
    
    26Section 8.8
    
    
    
    Reimbursement of Development Payments
    
    
    26Section 8.9
    
    
    
    Budget
    
    
    26Section 8.10
    
    
    
    Royalties
    
    
    26Section 8.11
    
    
    
    Federal and State Tax Characterization
    
    
    26ARTICLE IX
    
    RECORDKEEPING AND AUDITS
    
    
    26Section 9.1
    
    
    
    Audits
    
    
    26Section 9.2
    
    
    
    Maintenance of Books and Records
    
    
    27Section 9.3
    
    
    
    Compliance Audits
    
    
    27ARTICLE X
    
    TERM AND TERMINATION
    
    
    27Section 10.1
    
    
    
    Term of Agreement
    
    
    27Section 10.2
    
    
    
    Breaches (General)
    
    
    27Section 10.3
    
    
    
    Allegations of Material Breach
    
    
    28Section 10.4
    
    
    
    Termination of Collaboration Agreement
    
    
    29Section 10.5
    
    
    
    Effects of Termination
    
    
    29Section 10.6
    
    
    
    Survival
    
    
    29ARTICLE XI
    
    CONFIDENTIALITY
    
    
    30
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Table of Contents
 PageARTICLE XII
    
    INDEMNIFICATION AND INSURANCE; LIMITATION OF LIABILITY
    
    
    30Section 12.1
    
    
    
    Indemnification by Onyx
    
    
    30Section 12.2
    
    
    
    Indemnification by Bayer
    
    
    31Section 12.3
    
    
    
    Product Liability Claims
    
    
    32Section 12.4
    
    
    
    Direct Claims
    
    
    34Section 12.5
    
    
    
    Insurance
    
    
    35Section 12.6
    
    
    
    Limitation of Liability
    
    
    35Section 12.7
    
    
    
    Disclaimer of Warranties
    
    
    35Section 12.8
    
    
    
    Regulatory Compliance
    
    
    36ARTICLE XIII
    
    REPRESENTATIONS, WARRANTIES AND COVENANTS
    
    
    37Section 13.1
    
    
    
    Representations by Onyx
    
    
    37Section 13.2
    
    
    
    Representations by Bayer
    
    
    38ARTICLE XIV
    
    NOTICES
    
    
    39ARTICLE XV
    
    DISPUTE RESOLUTION
    
    
    40ARTICLE XVI
    
    MISCELLANEOUS PROVISIONS
    
    
    40Section 16.1
    
    
    
    Assignment
    
    
    40Section 16.2
    
    
    
    Governing Law
    
    
    40Section 16.3
    
    
    
    Waiver
    
    
    40Section 16.4
    
    
    
    Entire Agreement
    
    
    41Section 16.5
    
    
    
    Severability
    
    
    41Section 16.6
    
    
    
    Relationship of the Parties
    
    
    41Section 16.7
    
    
    
    No Implied Licenses
    
    
    41Section 16.8
    
    
    
    Public Announcements
    
    
    42Section 16.9
    
    
    
    Counterparts
    
    
    42Section 16.10
    
    
    
    Force Majeure
    
    
    42Section 16.11
    
    
    
    Interpretation
    
    
    43Section 16.12
    
    
    
    Certain Expenses and Commissions
    
    
    43Section 16.13
    
    
    
    Headings
    
    
    43
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Table of Contents
 PageSection 16.14
    
    
    
    Days
    
    
    43
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
 -iv-




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U.S. CO-PROMOTION AGREEMENT
 U.S. CO-PROMOTION AGREEMENT Agreement Bayer Onyx
  Collaboration Agreement
  Co-Promotion Effective Date
    AGREEMENT
 ARTICLE I
DEFINITIONS
  [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
 1




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ACCME Standards
 Act
 Advertising and Education
 Affiliate
 Agreement
 Allowable Co-Promotion Expenses [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
 Allocable Co-Promotion Overhead Costs [ * ] [ * ] [ * ]
 Allowable Expense Report
 Annual Sales Targets
 Applicable Laws
 Asserting Party
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
 2




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Bayer
 Bayer Indemnified Party
 Bayer Marketing Services
 Breaching Party
 Budget
 Call Plan [ * ]
 CIA
 Claims
 Code of Conduct
 Collaboration Agreement
 Collaboration Revenue
 Commercially Reasonable Efforts [ * ] [ * ] [ * ] [ * ]
 Committee
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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[ * ] Product [ * ] [ * ] [ * ]
 Confidential Information
 Contract Year [ * ]
 Controlling Party
 Co-Promote Co-Promotion
 Co-Promotion Advertising and Education Expenses
 Co-Promotion [ * ] [ * ]
 Co-Promotion Collaboration Product
 Co-Promotion Distribution Costs [ * ]
 Co-Promotion Effective Date
 Co-Promotion Marketing Expenses [ * ]
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Co-Promotion Marketing Profit or Loss
 Co-Promotion Net Sales
  [ * ]
 Co-Promotion Program [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
 Co-Promotion Selling and Promotion Expenses [
* ] [ * ] [ * ]
 CRM System
 Detail or Detailing
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Development Payments
 Direct Claim
 Dispute
 Equivalent Sales FTE
 Executive Committee EC
 FDA
 Force Majeure Event
 GAAP
 Good Manufacturing Practices
 Governmental or Regulatory Authority
 Gross Sales
 Indemnifiable Losses
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Joint Development Committee or JDC
 Joint Finance Committee or JFC
 Joint Marketing Committee or JMC
 Joint Profit and Loss Statement
 Limited Recall
 Losses
 LMR
 Marketing Materials
 Material Breach
 Marketing FTE Expenses [ * ]
 MSL Expenses [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
 MMA
 MSLs
 NDA
 Non-Publishing Party
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Non-Serious Adverse Event
 Notice of Termination For Material Breach
 Notifying Party
 OIG
 Onyx
 Onyx Indemnified Party
 PDMA
 Performance Qualifications
 Permanent Recall
 Person
 Pharmacovigilance Agreement
 PhRMA Code
 Product Liability Claim
 Product Technical Complaint
 Publishing Party
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Recall
 Regulatory Approval Date
 Sales Force Expenses [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
 Sales FTE
 (1)
    
    [ * ];(2)
    
    [ * ];(3)
    
    [ * ];(4)
    
    [ * ]; and(5)
    
    [ * ].
 SEC
 Serious Adverse Event
 Sub-Committees
 Target Healthcare Professionals
 Term
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Third Party
 United States
 United States Regulatory Approval
 US COGS [ * ]
 US Sublicense Revenues
 US Third Party Royalties
 Weighted Average X X= [ * ] ÷ m
 n1 [ * ]
 d1 [ * ]
 n2 [ * ]
 d2 [ * ]
 d1 + d2 [ * ]
 m [ * ]
 For example : [ * ]
 [ * ]
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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ARTICLE II
GRANTS OF RIGHTS
 Section 2.1 Co-Promotion Rights Relating to the Co-Promotion Collaboration Product.
 (a)
 (b)
 Section 2.2 Co-Promotion Rights of other Collaboration Products, if any.
 ARTICLE III
MANAGEMENT
 Section 3.1 Overview. Executive Committee EC
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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(a)
 (b)
 (c)
 (d)
 (e)
 (f)
 (g) [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
 (h)
 Section 3.2 Joint Marketing Committee.
 (a) Formation and Membership. JMC
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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(b) Functions and Powers of the Joint Marketing Committee.
 (i) [ * ]
 (ii)
 (iii)
 (iv)
 (v)
 (vi)
 Section 3.3 Committee Decision Making. [ * ]
 Section 3.4 Obligations of the Parties.
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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ARTICLE IV
RESPONSIBILITIES OF ONYX
 Section 4.1 Promotion of the Co-Promotion Collaboration Product by Onyx.
 (a)
 (b) [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [
* ] [ * ]
 [ * ]
 [ * ] [ * ] [ * ] [ * ] [
* ] [ * ]
 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
 (c)
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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(d) [ * ]
 (e) [ *
] [ * ]
 Section 4.2 CRM System and Sales/Prescriber Data. [ * ] [ * ] [ * ] [ * ] [ * ] [
* ] [ * ]
 Section 4.3 Onyx Sales Force.
 (a) [ * ] [ * ] [ * ] provided however [ * ] [ * ]
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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[ * ] [ * ] [ * ] provided however
 (b) [ * ]
 ARTICLE V
RESPONSIBILITIES OF BAYER
 Section 5.1 Promotion of the Co-Promotion Collaboration Product by Bayer.
 (a)
 (b) [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
 [ * ]
 [ * ] [ * ] [ * ] [ * ] [
* ] [ * ]
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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[ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
 (c)
 (d) [ * ]
 (e) [ *
] [ * ]
 (f) [ * ] [ * ] [ * ]
 Section 5.2 CRM System and Sales/Prescriber Data. [ * ] [ * ] [ * ] [ * ] [
* ] [ * ] [ * ]
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Section 5.3 Bayer Sales Force.
 (a) [ * ] [ * ] [ * ] provided however [ * ] [ * ] [ * ] [ * ] [ * ] provided however
 (b) [ * ]
 Section 5.4 Manufacture, Shipment, Booking, Invoicing, etc. of the Co-Promotion Collaboration
Product.
 (a)
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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(b) [ * ]
 (c)
 (d) [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] Bayer Marketing Services [ * ] [ * ] [ * ] [
* ] [ * ] [ * ]
 ARTICLE VI
EMPLOYEES; TRAINING AND MARKETING MATERIALS
 Section 6.1 Compensation of Sales Representatives. [ * ] [ * ]
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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[ * ] [ * ] [ * ]
 (a) [ * ] [ * ] [ * ] [ *
] [ * ] provided however
 (b) [ * ]
 (c) [ * ]
 Section 6.2 Marketing Materials.
 (a) Marketing Materials provided however [ * ]
 (b)
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24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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[ * ]
 (c) [ * ] [ * ]
 (d)
 Section 6.3 [ * ] of Employees. [ * ] [ * ] provided however [ * ]
 Section 6.4 Promotion of [ * ]. [ * ]
 ARTICLE VII
REGULATORY MATTERS
 Section 7.1 Licenses.
 Section 7.2 Labeling and Marketing Materials.
 Section 7.3 Efficacy and Safety Information.
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Section 7.4 Recalls.
 (a) Permanent Recall Limited Recall Recall
 (b) [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ *
] [ * ] [ * ] [ * ] [ * ]
 (c) [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
 (d) [ * ] [ * ] [ * ] [ *
] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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[ * ] [ * ] [ * ]
 (e) [ * ] provided however [ * ]
 Section 7.5 Pharmacovigilance Agreement. [ * ] Pharmacovigilance Agreement [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
 Section 7.6 Transmittal of Advertisements and Promotional Labeling for Drugs and Biologics for
Human Use.
 ARTICLE VIII
ECONOMICS OF CO-PROMOTION; PROFIT SHARING
 Section 8.1 Overview.
 Section 8.2 Joint Profit and Loss Statement. Joint Profit and Loss Statement [ * ]
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Section 8.3 Reporting Sales.
 (a) [ * ] [ * ]
 (b) [ * ] [ * ] [ * ]
 (c) [ * ] [ * ] [ * ]
 Section 8.4 Allowable Expenses.
 (a) [ * ] [ * ] [ * ] Allowable Expense Report [ * ] [ * ] [ * ] provided however [ * ] [ * ] [ * ] [ *
] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
 (b)
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24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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(c) [ * ] [ * ] [ * ]
 Section 8.5 Determination of Marketing Profit and Loss. [ * ] [ * ] [ * ] [ * ]
 Co-Promotion Marketing Profit or Loss  [ * ]
 Section 8.6 Allocation of Marketing Profit and Loss and Related Payments.
 (a)
 (b) [ * ] [ * ] [ * ] [ * ] [ * ]
 (c) [ * ] [ * ] [ *
] [ * ] [ * ]
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Section 8.7 [ * ]. [ * ] [ * ] [ * ]
 Section 8.8 Reimbursement of Development Payments. [ * ] provided however [ * ]
 Section 8.9 Budget. [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
 Section 8.10 Royalties.
 Section 8.11 Federal and State Tax Characterization.
 ARTICLE IX
RECORDKEEPING AND AUDITS
 Section 9.1 Audits.
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Section 9.2 Maintenance of Books and Records. [ * ]
 Section 9.3 Compliance Audits. [ * ]
 ARTICLE X
TERM AND TERMINATION
 Section 10.1 Term of Agreement. Term
 Section 10.2 Breaches (General).
 (a) Breaching Party Notifying Party
 (b) [ * ] [
* ] [ * ]
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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(c)
 Section 10.3 Allegations of Material Breach.
 (a) [ * ] [ * ] Material Breach
 (b) [ * ] [ * ] [ *
]
 (c) Notice of Termination For Material
Breach
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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(d)
 Section 10.4 Termination of Collaboration Agreement. provided however
 Section 10.5 Effects of Termination.
 (a)
 (b)
 (c)
 (i)
    
    [ * ](ii)
    
    [ * ]
 Section 10.6 Survival.
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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ARTICLE XI
CONFIDENTIALITY
  ARTICLE XII
INDEMNIFICATION AND INSURANCE; LIMITATION OF LIABILITY
 Section 12.1 Indemnification by Onyx.
 (a) Bayer Indemnified Party
 (i)
 (ii)
  (b)
 (i)
 (ii)
 (c)
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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(d) [ * ]
 Section 12.2 Indemnification by Bayer.
 (a) Onyx Indemnified Party
 (i)
 (ii)
 (iii)
  (b)
 (i)
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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(ii)
 (c)
 (d) [ * ]
 Section 12.3 Product Liability Claims.
 (a)
 (b)
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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(c)
 (d)
 (e) Product Liability Claim Controlling Party
 (f)
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Section 12.4 Direct Claims.
 (a) Asserting Party Direct Claim [ * ] [ * ]
 (b) [ * ] [ * ]
 (c) [ * ] [ * ]
 (d)
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Section 12.5 Insurance. [
* ]
 Section 12.6 Limitation of Liability. [
* ] [ * ] [ * ] [ * ] [ * ]
 Section 12.7 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE COLLABORATION AGREEMENT, EACH
PARTY EXPRESSLY DISCLAIMS, WAIVES, RELEASES, AND RENOUNCES ANY CAUSE OF ACTION BASED ON ANY
REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED EITHER IN FACT OR BY OPERATION OF LAW,
BY STATUTE OR OTHERWISE, WHETHER WRITTEN OR ORAL, OR ARISING FROM COURSE OF PERFORMANCE, COURSE OF
DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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WITH RESPECT TO ANY FUTURE EVENTS, PROSPECTS OR PROJECTIONS, TO NONINFRINGEMENT, VALUE,
ADEQUACY, FREEDOM FROM FAULT, QUALITY, EFFICIENCY, SUITABILITY, CHARACTERISTICS OR USEFULNESS, OR
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
 Section 12.8 Regulatory Compliance.
   [ * ] [ * ] [ * ] [ * ]
 MMA [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
 [ * ] [ * ] [ * ]
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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[ * ] [ * ] [ * ] [ * ]
 ARTICLE XIII
REPRESENTATIONS, WARRANTIES AND COVENANTS
 Section 13.1 Representations by Onyx.
 (a)
 (b)
 (c)
 (d)
 (e)
 (f)
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Section 13.2 Representations by Bayer.
 (a)
 (b)
 (c)
 (d)
 (e)
 (f)
 (g)
 (h)
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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ARTICLE XIV
NOTICES
  If to Bayer
 
  
 If to Onyx
 
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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ARTICLE XV
DISPUTE RESOLUTION
 Dispute(s)
 ARTICLE XVI
MISCELLANEOUS PROVISIONS
 Section 16.1 Assignment.
 Section 16.2 Governing Law.
 Section 16.3 Waiver.
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Section 16.4 Entire Agreement. provided however
 Section 16.5 Severability.
 Section 16.6 Relationship of the Parties.
 Section 16.7 No Implied Licenses.
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Section 16.8 Public Announcements. Publishing Party Non-Publishing Party [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
 Section 16.9 Counterparts.
 Section 16.10 Force Majeure.
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Force Majeure Event provided however provided however
 Section 16.11 Interpretation.
 Section 16.12 Certain Expenses and Commissions.
 Section 16.13 Headings.
 Section 16.14 Days.
  BAYER PHARMACEUTICALS
CORPORATION
    
    ONYX PHARMACEUTICALS, INC.By:
    
    /s/ Paolo Pucci
    
    By:
    
    /s/ Hollings C. RentonPaolo Puccci
    
    
    
    Hollings C. Renton
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Sr. VP and President
    
    
    
    Chairman, President, and CEOGlobal Specialty Business UnitBayer Healthcare LLC
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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EXHIBIT A
 FORM PROFIT AND LOSS STATEMENT
 P&L Statement
 Bayer
    
    Onyx
    
    TOTAL
    
    % Net
 Sales
  [ * ]
  [ * ]
 [ * ]
  [ * ]
   [ * ]
 [ * ]
 [ * ]
   Split of Profit/Loss excluding Sales Force Expenses and MSL Expenses
 [ * ] = 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
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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