exv10w31



 


[ * ] = 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


SECOND AMENDMENT TO THE AMENDED AND RESTATED RESEARCH, DEVELOPMENT AND
MARKETING COLLABORATION AGREEMENT BETWEEN ONYX PHARMACEUTICALS, INC., A
DELAWARE CORPORATION (“ONYX”), and WARNER-LAMBERT COMPANY, A DELAWARE
CORPORATION (“WARNER”)


     THIS SECOND AMENDMENT (“Second Amendment”) between Onyx and Warner, which
Agreement was amended and restated July 1997, the AMENDED AND RESTATED
RESEARCH, DEVELOPMENT AND MARKETING COLLABORATION AGREEMENT as amended by that
certain Amendment dated December 15, 1997 (as amended, the “Agreement”), dated
as of May 2, 1995, is entered into and made effective March 1, 2000. Onyx and
Warner may be referred to herein individually as “Party,” or collectively, as
the “Parties.”


RECITALS



     WHEREAS, Onyx and Warner desire to amend the Agreement to modify the
scope, personnel, resources, term, and research funding.


     NOW, THEREFORE, in consideration of the covenants contained in this Second
Amendment, the Parties hereby agree as follows:



	 	1.	 	Section 2.1, Undertaking and Scope, is amended to delete only
the fourth (4th) sentence, and replace it with the following:
	 
	 	 	 	Onyx agrees to use its best efforts at its cost [*] to supply
protein required to run screening assays relating to biochemical
targets, which targets were identified and transferred to Warner
prior to the Effective Date of this Amendment.
	 
	 	2.	 	Section 2.2 Personnel and Resources, is amended to delete
only the second (2nd) sentence, and replace it with the following:


From the effective date of the Agreement until March 1, 2000,
Warner and Onyx will each maintain at their cost an average of
fifteen (15) full-time equivalents (“FTEs”) devoted to cooperative
work under the Research Plan. Starting March 1, 2000 until the end
of the Term of the Research Collaboration, the number of FTEs that
Onyx shall devote to the cooperative work shall be reduced to nine
(9). The number of FTEs may, however, be increased up to eighteen
(18) by the Research Management Committee provided there is a
concomitant reduction in the number of FTEs that are working on the
Research, Development and



1.






 




	 	 	 	Marketing Collaboration Agreement pertaining to Inflammation
(“Inflammation Agreement”), having an effective date of July 31,
1997.
	 
	 	3.	 	Section 2.3, Term of the Research Collaboration, is hereby
deleted in its entirety and replaced by the following:
	 
	 	 	 	2.3 Research Term. Work under the Research Plan will commence as
of May 2, 1995 and, unless terminated earlier by either party
pursuant to the terms of this Agreement or extended by mutual
agreement of the Parties, will terminate on August 31, 2001.
	 
	 	4.	 	Section 9.1, Research Funding, is amended to delete the
months May 2, 2000 through February 2, 2001 and substitute therefor
the following:




	 	 	 	 	 
	June 1, 2000
	 	$	431,750	 
	Sept. 1, 2000
	 	$	506,250	 
	Dec. 1, 2000
	 	$	506,250	 
	Mar. 1, 2001
	 	$	506,250	 
	June 1, 2001
	 	$	337,500	 




	 	5.	 	Except as otherwise specifically set forth herein, all of the
terms and conditions of the Agreement shall remain in full force and
effect.



     IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed
by their duly authorized officers as of the date first written above.



	 	 	 	 	 
	ONYX
PHARMACEUTICALS, INC.	 	WARNER-LAMBERT COMPANY


	 	 	 
	By:	/s/ Hollings C. Renton


	 	By:	/s/ Peter B. Corr



	 	 	 
	Name:	Hollings C. Renton



	 	Name:	
Peter B. Corr, Ph.D.



	 	 
	Title:	President & CEO


	 	Title:	
Corporate Vice-President,



Warner-Lambert Company

President, Parke-Davis Pharmaceutical

Research & Development



[ * ] = 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.