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[*] = 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 406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.
TECHNOLOGY TRANSFER AGREEMENT
THIS AGREEMENT is entered into as of the 24th day of April, 1992, by and between ONYX PHARMACEUTICALS, INC.
("Onyx") and CHIRON CORPORATION ("Chiron").
(a) Chiron is a Delaware corporation located at 4560 Horton Street, Emeryville, California. Chiron is active in the
research, development, manufacture, and sale of pharmaceutical products, including vaccines, oncology products,
diagnostic products and others. Cetus Oncology Corporation ("Cetus") is a wholly-owned subsidiary of Chiron and was
named Cetus Corporation until March 6, 1992. Unless the context clearly requires otherwise, references to Chiron shall
be deemed to include Cetus both as to rights and obligations; references to Cetus include only Cetus and its
(b) Dr. Frank McCormick is and has been an employee and officer of Chiron and has headed the Research
department at Cetus, both prior to and after the acquisition of Cetus by Chiron. While employed at Cetus and Chiron,
Dr. McCormick engaged in, among other things, research regarding molecular oncology, including the Field, defined
(c) Onyx is a California corporation which desires to engage in research and other activities regarding oncology,
and including activities heretofore carried on by Dr. McCormick and his co-workers at Cetus. Onyx therefore desires to
employ certain of such co-workers and to receive a transfer of certain biological materials and research reagents, as well
as to receive certain licenses as set forth herein. Chiron is willing to consent to such employment and to provide such
licenses and transfers as set fort