exv10w32



 



[ * ] = 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 10.32


SECOND AMENDMENT TO THE 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”) to the RESEARCH, DEVELOPMENT
AND MARKETING COLLABORATION AGREEMENT (“Agreement”), having an effective date
of July 31, 1997, between Onyx and Warner, which Agreement was first amended on
August 2, 1999 to extend its term one year, 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 ten (10)
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



1.






 





	 	 	 	Research Management Committee provided there is a concomitant
reduction in the number of FTEs that are working on the Amended and
Restated Research, Development and Marketing Collaboration
Agreement pertaining to the Cell Cycle (“Cell Cycle Agreement”),
dated May 2, 1995.
	 
	 	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 July 31, 1997 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 8.2, Research Funding is amended to extend the
payment schedule as follows:




	 	 	 	 	 
	July 1, 2000
	 	$	450,000	 
	Oct 1, 2000
	 	$	506,250	 
	Jan 1, 2001
	 	$	506,250	 
	Apr 1, 2001
	 	$	506,250	 
	July 1, 2001
	 	$	506,250	 




	 	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.