[ * ] = 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 10.39
AMENDMENT #1 TO THE
“PROCESS DEVELOPMENT AND MANUFACTURING AGREEMENT”
BETWEEN
ONYX PHARMACEUTICALS, INC., and XOMA (US) LL C
This Amendment #1 to the Process Development and Manufacturing Agreement (the “Amendment”) is
made and entered into on April 15, 2002 by and between ONYX Pharmaceuticals, Inc., a Delaware
Corporation having its principal place of business at 3031 Research Drive, Richmond, California 94806
(“ONYX”), and XOMA (US) LLC, a Delaware limited liability company (“XOMA”) with offices at 2910
Seventh Street, Berkeley, California 94710. ONYX and XOMA are sometimes referred to herein individually
as a “Party” and collectively as “Parties.”
RECITALS
Whereas ONYX and XOMA entered into a Process Development and Manufacturing Agreement,
dated January 29, 2001, to engage XOMA to scale up and improve the process for the manufacture of ONYX-
015, and to manufacture and supply ONYX-015 in bulk form for clinical trials and for the commercial launch of
the ONYX-015 product, such that the Development Phase was to occur at a [ * ] liter scale and the commercial
Manufacturing Phase was to occur at a [ * ] liter scale;
Whereas the Parties desire to amend the Agreement as follows:
1. Section 2.5(a) of the Agreement is deleted in its entirety, and the following substituted in its
place:
2.5 SpecificationsÍž Changes to Specifications and Work Plan .
(a) As of the Effective Date, ONYX and Pfizer have agreed upon the current
Specifications for Drug Substance, which are attached hereto as Exhibit A. ONYX may change the
Specifications from time to time, after consulting with XOMA in advance as to such changes, and such revised
Specifications shall replace the previo