DATED 6 NOVEMBER 2008
(1) BTG International Limited
- and -
(2) Onyx Pharmaceuticals Inc.
Development and Licence Agreement
[ * ] = 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.
THIS AGREEMENT is made the 6 th day of November 2008
THE PARTIES AGREE AS FOLLOWS:-
(1) BTG International Limited a company incorporated under the laws of England with company registration
number 02664412 and whose registered office is at 10 Fleet Place, Limeburner Lane, London EC4M 7SB
(2) Onyx Pharmaceuticals Inc. a corporation incorporated under the laws of the State of Delaware whose
principal office is at 2100 Powell Street, Emeryville, CA 94608 (“Onyx”).
(A) BTG has acquired and commenced the development of a technology comprising a product known as BGC-
0945 which, subject to further development, is intended to be used in the field of oncology.
(B) Onyx is in the business of developing and commercializing anticancer therapies.
(C) BTG is willing to grant to Onyx, and Onyx wishes to receive, a worldwide, sub-licensable, royalty-bearing,
licence to develop, make, have made, use, import, sell, distribute, have sold and offer for sale products in
accordance with and subject to the provisions set out in this Agreement.
In this Agreement the following words and expressions shall have the following meanings:-
any entity that directly or indirectly controls, is controlled by, or is under
common control with another entity, for so long as such control exists. In the
case of companies and corporations “control” and “controlled” means
beneficial ownership of more than fifty percent of the voting stock, shares,
interest or equity in an entity. In the case of any other leg