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Exhibit 10.46
 ONYX PHARMACEUTICALS, INC.
 FORM OF
 EXECUTIVE CHANGE IN CONTROL
SEVERANCE BENEFITS AGREEMENT
 This form of Executive Change in Control Severance Benefits Agreement may be entered into
between Onyx Pharmaceuticals, Inc. and each of its Chief Executive officer (CEO), Executive Vice
Presidents (EVP), Senior Vice Presidents (SVP) and Vice Presidents (VP). This agreement
provides for different levels of benefits for the CEO, for EVP and SVP, and for VP. Where the
benefit levels differ among executive classifications, the benefit levels for each executive
classification are indicated in this form of agreement in bracketed and italicized text.
 Executive Change in Control Severance Benefits Agreement Agreement ___ Effective Date ___ Executive Onyx Pharmaceuticals, Inc. Company
  ARTICLE 1
 Scope of and Consideration for this Agreement
 1.1
 1.2
 1.3 CEO/EVP/SVP and any
Gross-Up Payment described in Section 3.2
 1.4 provided, however
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Predecessor Agreement Prior Stock Awards
 (a)
  (b)
 Change in Control
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(c)
 Covered Termination
 (d)
 Involuntary Termination Without Cause
 (e)
 Constructive Termination
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1.5
 ARTICLE 2
 Severance Benefits
 2.1 Severance Benefits.
 2.2 Cash Severance Benefits. CEO: two (2) EVP/SVP: one and a half (11/2) VP:
one (1) CEO: two (2) EVP/SVP: one and a half (11/2) VP:
one (1)
 2.3 Health Continuation Coverage
 (a)
 CEO only : Provided that Executive is eligible for, and has made the
necessary elections pursuant to COBRA under a health, dental, or vision plan
sponsored by the Company, Executive shall be entitled to payment by the Company of
all of the projected applicable premiums in a lump sum (inclusive of premiums for
Executives dependents for such health, dental, or vision plan coverage as in effect
immediately prior to the date of the Covered Termination) for such health, dental,
or vision plan coverage for a period of twenty-four (24) months following the date
of the Covered Termination, with such coverage counted as coverage pursuant to
COBRA
 EVP/SVP only : Provided that Executive is eligible for, and has made the
necessary elections pursuant to COBRA under a health, dental, or vision plan
sponsored by the Company, Executive shall be entitled to payment by the Company of
all of the applicable premiums (inclusive of premiums for Executives dependents for
such health, dental, or vision plan coverage as in effect immediately prior to the
date of the Covered Termination) for such health, dental, or vision plan coverage
for a period of eighteen (18) months following the date of the Covered Termination,
with such coverage counted as coverage pursuant to COBRA. No such premium payments
(or any other payments for health, dental, or vision coverage by the Company) shall
be made following the effective date of the Executives coverage by a health,
dental, or vision insurance plan of a subsequent employer. Executive shall be
required to notify the Company immediately if Executive becomes covered by a health,
dental, or vision insurance plan of a subsequent employer. Upon the conclusion of
such period of insurance premium payments made by the Company, Executive will be
responsible for the entire payment of such premiums required under COBRA for the
duration of the COBRA period.
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VP only: Provided that Executive is eligible for, and has made the
necessary elections pursuant to COBRA under a health, dental, or vision plan
sponsored by the Company, Executive shall be entitled to payment by the Company of
all of the applicable premiums (inclusive of premiums for Executives dependents for
such health, dental, or vision plan coverage as in effect immediately prior to the
date of the Covered Termination) for such health, dental, or vision plan coverage
for a period of twelve (12) months following the date of the Covered Termination,
with such coverage counted as coverage pursuant to COBRA. No such premium payments
(or any other payments for health, dental, or vision coverage by the Company) shall
be made following the effective date of the Executives coverage by a health,
dental, or vision insurance plan of a subsequent employer. Executive shall be
required to notify the Company immediately if Executive becomes covered by a health,
dental, or vision insurance plan of a subsequent employer. Upon the conclusion of
such period of insurance premium payments made by the Company, Executive will be
responsible for the entire payment of such premiums required under COBRA for the
duration of the COBRA period.
 (b)
 2.4 Continued Life Insurance Benefit. CEO: twenty-four (24) EVP/SVP eighteen (18) VP: twelve (12)
 2.5 Outplacement Assistance. provided, however CEO: forty thousand dollars ($40,000) EVP/SVP:
twenty-five thousand dollars ($25,000) VP: fifteen thousand dollars ($15,000)
 2.6 Stock Awards.
 (a) Vesting and Exercisability
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(b) Term
 ARTICLE 3
 Limitations and Conditions on Benefits
 3.1 Release Prior to Payment of Benefits. Exhibit A Exhibit B Exhibit C Release
 3.2 Parachute Payments.
 (a) Parachute Payment Limitation Payment Excise Tax Full Payment Reduced Payment
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provided, however
 (b) CEO/EVP/SVP only : Gross-Up Payment . If it is determined that the Payment would
result in an Excise Tax, the Company shall pay and Executive shall be entitled to receive an
additional payment (a  Gross-Up Payment ) from the Company in an amount that after the payment of
all taxes (including, without limitation, (i) any income or employment taxes, (ii) any interest or
penalties imposed with respect to such taxes, and (iii) any additional excise tax imposed by
Section 4999 of the Code) on the Gross-Up Payment, Executive shall retain an amount equal to the
full Excise Tax. For purposes of determining the amount of the Gross-Up Payment, Executive shall
be deemed to have: (x) paid federal income taxes at the highest marginal rate of federal income and
employment taxation for the calendar year in which the Gross-Up Payment is to be made, and (y) paid
applicable state and local income taxes at the highest rate of taxation for the calendar year in
which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes
which could be obtained from deduction of such state and local taxes. Except as otherwise provided
herein, Executive shall not be entitled to any additional payments or other indemnity arrangements
in connection with the Payment or the Gross-Up Payment.
 (c)
 (d)
 3.3 Certain Reductions and Offsets.
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WARN Act
 3.4 Mitigation.
 3.5 Application of Section 409A Revised Payment Schedule provided, however
 3.6 Tax Withholding
 3.7 Indebtedness of Executive
 ARTICLE 4
 Other Rights and Benefits
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ARTICLE 5
 Definitions
  5.1 Base Salary
 5.2 Board
 5.3 Bonus
 5.4 Change in Control
 (a)
 (b)
 (c)
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5.5 COBRA
 5.6 Code
 5.7 Company
 5.8 Constructive Termination
 (a) CEO only the assignment to Executive of duties or responsibilities that results
in a material diminution in Executives function as in effect immediately prior to the effective
date of the Change in Control EVP/SVP/VP only the assignment to Executive of duties or
responsibilities that results in a material diminution in Executives function as in effect
immediately prior to the effective date of the Change in Control; provided, however, that a change
in Executives title or reporting relationships shall not constitute a Constructive Termination
 (b)
 (c)
 (d)
 (e)
 5.9 Covered Termination
 5.10 Involuntary Termination Without Cause
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ARTICLE 6
 General Provisions
 6.1 Employment Status.
 6.2 Notices.
 6.3 Severability.
 6.4 Waiver.
 6.5 Arbitration. JAMS provided, however,
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6.6 Complete Agreement. Exhibit A Exhibit B Exhibit C
 6.7 Amendment or Termination of Agreement; Continuation of Agreement.
 6.8 Counterparts.
 6.9 Headings.
 6.10 Successors and Assigns. provided, however,
 6.11 Choice of Law.
 6.12 Construction of Agreement.
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6.13 Circular 230 Disclaimer. The following disclaimer is provided in accordance with the
Internal Revenue Services Circular 230 (21 C.F.R. Part 10). Any tax advice contained in this
Agreement is intended to be preliminary, for discussion purposes only, and not final. Any such
advice is not intended to be used for marketing, promoting or recommending any transaction or for
the use of any person in connection with the preparation of any tax return. Accordingly, this
advice is not intended or written to be used, and it cannot be used, by any person for the purpose
of avoiding tax penalties that may be imposed on such person.
 In Witness Whereof,
 Onyx Pharmaceuticals, Inc.
    
    
    
    ExecutiveBy:Name:Title:
 Exhibit A:
    
    Release (Individual Termination  Age 40 or Older)Exhibit B:
    
    Release (Individual and Group Termination  Under Age 40)Exhibit C:
    
    Release (Group Termination  Age 40 or Older)
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Exhibit A
 RELEASE
 (Individual Termination  Age 40 or Older)
 Agreement
  A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor.
 ADEA provided, however,
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[Executive]Date:
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Exhibit B
 RELEASE  (Individual and Group Termination  Under Age 40)
 Agreement
  A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor.
 provided, however,
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[Executive]Date:
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Exhibit C
 RELEASE
( Group Termination  Age 40 or Older)
 Agreement
  A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor.
 ADEA provided, however,
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[Executive]Date:
 2