[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
AMENDMENT #3 TO THE RESEARCH, DEVELOPMENT AND MARKETING
ONYX PHARMACEUTICALS, INC.
AND WARNER-LAMBERT COMPANY
THIS AMENDMENT #3 to the Research, Development and Marketing Collaboration Agreement
dated as of July 31, 1997 ( “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 a Research Development and Marketing Collaboration
Agreement dated July 31, 1997 (“Agreement”); and
WHEREAS, the parties subsequently amended the Agreement on August 2, 1999 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 of [ * ] .
For the avoidance of doubt intellectual property, including patents, developed by Pfizer against targets in