[ * ] = 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.
AMENDMENT #3 TO THE AMENDED AND RESTATED RESEARCH, DEVELOPMENT AND
MARKETING COLLABORATION AGREEMENT
ONYX PHARMACEUTICALS, INC.
AND WARNER-LAMBERT COMPANY
THIS AMENDMENT #3 to the Amended and Restated Research, Development and Marketing
Collaboration Agreement dated as of May 2, 1995 ( “Third Amendment” ) is made and entered into on
August 6, 2001 (the “Amendment Date” ), by and between ONYX PHARMACEUTICALS, INC. , a
Delaware corporation having its principal place of business at 3031 Research Drive, Richmond, California 94806
( “Onyx” ), and the Warner-Lambert Company, a Delaware corporation and a wholly-owned subsidiary of
Pfizer Inc, having a place of business at 2800 Plymouth Road, Ann Arbor, MI 48105 ("Warner") .
WHEREAS, Onyx and Warner entered into an Amended and Restated Research, Development and
Marketing Collaboration Agreement dated May 2, 1995 (“Agreement”); and
WHEREAS , the parties subsequently amended the Agreement on December 15, 1997 and March 1,
WHEREAS , the parties wish to further amend some of the terms and conditions under which they will
proceed with the collaboration as a result of the acquisition by Pfizer Inc. (“Pfizer”) of Warner;
NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the
parties hereby agree as follows:
1. Except as expressly provided herein, defined terms will have the meanings set forth in the Agreement.
2. The definition of Field in Article 1 of the Agreement is deleted and replaced in its entirety with the
“Field shall mean research, drug discovery and development collaboration aimed at [ * ] .
The Collaboration will seek to identify agents that modula