exv4w3






Exhibit 4.3




[FORM OF FACE OF NOTE]




     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM,
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.1





 




			
	1	 	This legend is to be included only if the Note is a
Global Note.




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Onyx Pharmaceuticals, Inc.




4.00% Convertible Senior Notes due 2016




			
	 	 	 
	No. 1
	 	U.S. $230,000,000






CUSIP: 683399AB5

ISIN: US683399AB58




     Onyx Pharmaceuticals, Inc., a company duly incorporated and validly existing under the laws of
the State of Delaware (herein called the “Company”), which term includes any successor corporation
under the Indenture referred to on the reverse hereof), for value received hereby promises to pay
to Cede & Co., or registered assigns, the principal sum of [•] United States Dollars ($[•]) (which
amount may from time to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depositary, in accordance with the rules and procedures of the
Depositary and in accordance with the below referred Indenture) on August 15, 2016.



     The issue date of this Note is August 12, 2009.



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
including, without limitation, provisions giving the Company the right to redeem this Note under
certain circumstances, provisions giving the Holder the right to convert this Note into Common
Stock of the Company and to the ability and obligation of the Company to purchase this Note upon
certain events, in each case, on the terms and subject to the limitations referred to on the
reverse hereof and as more fully specified in the Indenture. Such further provisions shall for all
purposes have the same effect as though fully set forth at this place. Capitalized terms used but
not defined herein shall have such meanings as are ascribed to such terms in the Indenture.



     This Note shall be deemed to be a contract made under the laws of the State of New York, and
for all purposes shall be construed in accordance with and governed by the laws of said State.



[Signature page follows]




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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



	 	 	 	 	 
	 	ONYX PHARMACEUTICALS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	Date:	 	 
	 



	 	 	 	 	 
	TRUSTEE’S CERTIFICATION OF

AUTHENTICATION



WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Trustee, certifies
that 
this is one of the Notes
described in the
 within-mentioned
Indenture.

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Authorized Signatory
 	 	 
	Date:	 	 	 
	 




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[FORM OF REVERSE SIDE OF NOTE]




Onyx Pharmaceuticals, Inc.




4.00% Convertible Senior Notes due 2016





     This Note is one of a duly authorized issue of 4.00% Convertible Senior Notes due 2016 (the
“Notes”) of the Company issued under an Indenture, dated as of August 12, 2009 (as amended,
modified and supplemented by the First Supplemental Indenture dated August 12, 2009, the
“Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the
“Trustee”). The terms of the Note include those stated in the Indenture, those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”), and those set
forth in this Note. This Note is subject to all such terms, and Holders are referred to the
Indenture and the TIA for a statement of all such terms. To the extent permitted by applicable
law, if any provision of this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling. Capitalized terms used but not
defined herein have the meanings assigned to them in the Indenture unless otherwise indicated.



     1. Interest.



     This Note shall bear interest at a rate of 4.00% per annum on the principal amount. Interest
on this Note shall accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from August 12, 2009. Interest will be payable semi-annually, in arrears,
on each February 15 and August 15, beginning on February 15, 2010, to holders of record at the
Close of Business on the immediately preceding February 1 and August 1, respectively. Interest
will be computed on the basis of a 360-day year comprised of twelve 30-day months. If a payment
date is not a Business Day, payment will be made on the next succeeding Business Day, and no
interest (including Additional Interest, if any) will accrue for the intervening period.



     Interest (including Additional Interest, if any) will cease to accrue on the Notes upon the
Maturity Date, their redemption by the Company or their conversion or repurchase by the Company at
the option of the Holder.



     2. Method of Payment.



     Payment of the principal of the Notes shall be made at the Corporate Trust Office of the
Trustee in such coin or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. Payment of interest including Additional Interest,
if any, on Certificated Notes shall be made by check mailed to the address of the Person entitled
thereto as such address appears in the Security Register; provided, however, that Holders with
Notes in an aggregate principal amount in excess of $5.0 million shall be paid, at their written
election, by wire transfer of immediately available funds.



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Notwithstanding the foregoing, so long as the Notes are registered in the name of a Depositary
or its nominee, all payments with respect to the Notes shall be made by wire transfer of
immediately available funds to the account of the Depositary or its nominee.



     3. Paying Agent, Registrar and Conversion Agent.



     Initially, the Trustee will act as Paying Agent, Registrar and Conversion Agent. The Company
or any Affiliate of the Company may act as Paying Agent, Registrar or Conversion Agent.



     4. Indenture.



     The Notes are general unsecured senior obligations of the Company. The Indenture does not
limit the ability of the Company to incur other debt, secured or unsecured.



     5. Redemption at the Option of the Company.



     The Notes are redeemable in whole, or from time to time in part, at any time on or after
August 20, 2013 at the option of the Company if the Last Reported Sale Price of the Common Stock
for 20 or more Trading Days in a period of 30 consecutive Trading Days ending on the Trading Day
immediately prior to the date of the Redemption Notice exceeds 130% of the applicable Conversion
Price in effect on each such Trading Day. The Redemption Price shall be equal to (i) a cash amount
equal to the sum of (x) 100% of the principal amount of Notes being redeemed, plus (y) accrued and
unpaid interest (including Additional Interest, if any), if any to, but excluding, the Redemption
Date, plus (ii) the Make-Whole Premium payment in cash, shares of Common Stock or a combination
thereof, at our option. No sinking fund is provided for the Notes.



     6. Purchase by the Company at the Option of the Holder Upon a Fundamental
Change.



     Subject to the terms and conditions of the Indenture, the Company shall become obligated to
purchase, at the option of any Holder, all or any portion of the Notes held by such Holder upon a
Fundamental Change in principal amounts of $1,000 or multiples of $1,000 at the Fundamental Change
Repurchase Price. To exercise such right, a Holder shall deliver to the Paying Agent, and the
Paying Agent must receive, a Fundamental Change Repurchase Notice containing the information set
forth in the Indenture, at any time prior to the Close of Business on the Business Day immediately
preceding the Fundamental Change Repurchase Date, and shall deliver the Notes to the Paying Agent
as set forth in the Indenture.



     Holders have the right to withdraw (in whole or in part) any Fundamental Change Repurchase
Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the
provisions of the Indenture.



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     If cash sufficient to pay the Fundamental Change Repurchase Price of all Notes or portions
thereof to be purchased with respect to a Fundamental Change Repurchase Date is deposited with the
Paying Agent by 10:00 a.m., New York City time, on the Fundamental Change Repurchase Date, then,
immediately after such Fundamental Change Repurchase Date, such Notes shall cease to be outstanding
and interest (including Additional Interest, if any) on such Notes shall cease to accrue, whether
or not such Notes are delivered by their Holders to the Paying Agent, and the Holders thereof shall
have no other rights as such (other than the right to receive the Fundamental Change Repurchase
Price upon delivery of such Notes by their Holders to the Paying Agent).



     7. Conversion.



     Subject to the provisions of the Indenture (including without limitation the conditions of
conversion of Notes set forth in Article 5 thereof), the Holder hereof has the right, at its
option, to convert the principal amount hereof or any portion of such principal which is $1,000 or
a multiple thereof, into cash, shares of Common Stock or a combination thereof, at the Conversion
Rate specified in the Indenture. The initial Conversion Rate is 25.2207 shares of Common Stock per
$1,000 principal amount of Notes, subject to adjustment in certain events described in the
Indenture.



     Upon conversion, Holders will receive, at the Company’s election, cash, shares of Common Stock
or a combination thereof, as set forth in the Indenture. However, at any time prior to the 30th
Scheduled Trading Day preceding August 15, 2016, the Company may irrevocably make a Net Share
Settlement Election, which entitles the Company to pay an amount in cash equal to the Fixed Cash
Amount in respect to the Notes tendered for conversion, together with shares of Common Stock to the
extent that the Company’s payment obligations in respect of the Notes exceed such Fixed Cash
Amount.



     No fractional shares will be issued upon any conversion, but an adjustment and payment in cash
will be made, as provided in the Indenture, in respect of any fraction of a share which would
otherwise be issuable upon the surrender of any Notes for conversion. Notes in respect of which a
Holder is exercising its right to require repurchase on a Fundamental Change Repurchase Date may be
converted only if such Holder withdraws its election to exercise such right in accordance with the
terms of the Indenture;



     8. Denominations; Transfer; Exchange.



     The Notes are in registered form, without coupons, in denominations of $1,000 and multiples of
$1,000. A Holder may register the transfer of or exchange Notes in accordance with the Indenture.
The Registrar may require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes, assessments or other governmental charges that may be
imposed in relation thereto by law or permitted by the Indenture.



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     9. Unclaimed Money or Securities.



     The Trustee and the Paying Agent shall return to the Company upon request any cash or
securities held by them for the payment of any amount with respect to the Notes that remains
unclaimed for two years, subject to applicable unclaimed property law. After return to the Company,
Holders entitled to the cash or securities must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another Person.



     10. Amendment, Supplement and Waiver.



     Subject to certain exceptions, the Notes or the Indenture may be amended or supplemented with
the consent of the Holders of at least a majority in aggregate principal amount of the Notes then
outstanding, and subject to certain exceptions, an existing Default or Event of Default with
respect to the Notes and its consequence or compliance with any provision of the Notes or the
Indenture may be waived with the consent of the Holders of at least a majority in aggregate
principal amount of the Notes then outstanding. Without the consent of or notice to any Holder,
the Company and the Trustee may amend or supplement the Indenture or the Notes to, among other
things, cure any ambiguity, defect, manifest error, omission or inconsistency or make any change
that does not adversely affect the rights under the Indenture of any Holder of outstanding Notes.



     11. Defaults and Remedies.



     If any Event of Default other than as a result of certain events of bankruptcy, insolvency or
reorganization of the Company occurs and is continuing, the principal of all the Notes then
outstanding plus accrued and unpaid interest (including Additional Interest, if any), may be
declared due and payable in the manner and with the effect provided in the Indenture. If an Event
of Default occurs as a result of certain events of bankruptcy, insolvency or reorganization of the
Company, the principal amount of the Notes plus accrued and unpaid interest (including Additional
Interest, if any) shall become due and payable immediately without any declaration or other act on
the part of the Trustee or any Holder, all to the extent provided in the Indenture.



     12. Authentication.



     This Note shall not be valid until the Trustee or an authenticating agent manually signs the
certificate of authentication on this Note.



     13. Abbreviations.



     Customary abbreviations may be used in the name of the Holder or an assignee, such as: TEN
COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian) and UGMA (= Uniform Gifts
to Minors Act).



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     14. Indenture to Control; Governing Law.



     To the extent permitted by applicable law, if any provision of this Note conflicts with the
express provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling.



     This Note shall be governed by and construed in accordance with the laws of the state of New
York (without giving effect to the conflict of laws principles thereof).



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SCHEDULE OF EXCHANGES OF NOTES2




     The following exchanges, purchases or conversions of a part of this Global Note have been
made:



	 	 	 	 	 	 	 	 	 
	 	 	Signature of	 	 	 	 	 	Principal Amount of
	 	 	Authorized	 	 	 	 	 	this Global Note
	 	 	Signatory of	 	Decrease in	 	Increase in	 	Following Such
	Date of Decrease or	 	Trustee or	 	Principal Amount of	 	Principal Amount of	 	Decrease or
	Increase	 	Custodian	 	this Global Note	 	this Global Note	 	Increase
	 	 	 	 	 	 	 	 	 







 




			
	2	 	This schedule is to be included only if the Note is a
Global Note.




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ASSIGNMENT FORM




     If you want to assign this Note, fill in the form below and have your signature guaranteed:



     I or we assign and transfer this Note to:



      




 




 



(Print or type name, address and zip code and social security or tax ID number of assignee)




     and irrevocably appoint                                                              agent to transfer
 this Note on the books
of the Company. The agent may substitute another to act for him.




	 	 	 
	Date:                                         

	 	Signed:                                         
	 
	 	 
	(Sign exactly as your name appears on the other side of this Note)








	 	 	 
	Signature Guarantee:
	 	 
	 

	 	 





Note: Signatures must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Security Registrar, which requirements include membership or participation in
the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.





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CONVERSION NOTICE




     If you want to exercise the option to convert this Note in accordance with the terms of the
Indenture referred to in this Note, check the box: o



     To convert only part of this Note, state the Principal Amount to be converted (which must be
$1,000 or a multiple of $1,000, provided that the portion not so converted is in a minimum
Principal Amount of $1,000):



     $                                                             



     If you want the share certificate, if any, made out in another person’s name, fill in the form
below:



      



(Insert other person’s social security or tax ID no.)




      




 




 



(Print or type other person’s name, address and zip code)





	 	 	 
	Date:                                         

	 	Signed:                                         
	 
	 	 
	(Sign exactly as your name appears on the other side of this Note)








	 	 	 
	Signature Guarantee:
	 	 
	 

	 	 






     Note: Signatures must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Security Registrar, which requirements include membership or participation in
the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.



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FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE




Wells Fargo Bank, National Association

MAC N9311-110

625 Marquette Avenue

Minneapolis, MN 55479

Attention: Corporate Trust Services





	 	Re:  	 	Onyx Pharmaceuticals, Inc. (the “Company”)

4.00% Convertible Senior Notes due 2016





     This is a Fundamental Change Repurchase Notice as defined in Section 4.01(a) of the Indenture,
dated as of August 12, 2009 (as amended, modified and supplemented by the First Supplemental
Indenture dated August 12, 2009, the “Indenture”) between the Company and Wells Fargo Bank,
National Association, as trustee (the “Trustee”). Terms used but not defined herein shall have the
meanings ascribed to them in the Indenture.



Certificate No(s). of Notes:                                         




     I intend to deliver the following aggregate principal amount of Notes for purchase by the
Company pursuant to Article 4 of the Indenture (multiples of $1,000 with a minimum of $1,000):




$





     I hereby agree that the Notes will be purchased on the Fundamental Change Repurchase Date
pursuant to the terms and conditions specified in the Notes and in the Indenture.



Signed:                                                             





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