COLLABORATION AGREEMENT

Collaboration Agreement

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ONYX PHARMACEUTICALS INC

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Title: COLLABORATION AGREEMENT
Governing Law: California Date: 5/10/2006
Industry: BIOTRX Law Firm: Jones Day;Cooley Godward Sector: HEALTH

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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.

EXHIBIT 10.1

COLLABORATION AGREEMENT

BETWEEN

MILES INC.

AND

ONYX PHARMACEUTICALS, INC.

TABLE OF CONTENTS


	Page
CHAPTER 1		1
Article 1 — Defined Terms		1
1.1 “Advertising and Education”		1
1.2 “Advertising and Education Expense”		1
1.3 “Affiliate”		1
1.4 “Allocable Overhead Costs”		2
1.5 “Allowable Expenses”		2
1.6 “Analoging Program”		2
1.7 “Back-Up Compound”		2
1.8 “Clinical Development Period”		2
1.9 “Collaboration Compound”		2
1.10 “Collaboration Product”		3
1.11 “Collaboration Revenue”		3
1.12 “Control”		3
1.13 “Cost of Goods Sold”		3
1.14 “Co-Development”		3
1.15 “Co-Development Costs”		4
1.16 “Co-Development Plan”		4
1.17 “Co-Promote”		4
1.18 “Co-Promotion Program”		4
1.19 “Co-Promotion Product”		4
1.20 “Development Compound”		4
1.21 “Distribution Costs”		4
1.22 “Effective Date”		4
1.23 “Field”		4
1.24 “Field of Collaborative Research”		5
1.25 “Information”		5
1.26 “Joint Research and Development Committee” or “JRDC”		5
1.27 “Lead Structure”		5
1.28 “Marketing Plan”		5
1.29 “Marketing Profit or Loss”		5
1.30 “Miles Know-How”		5
1.31 “Miles Patents”		5
1.32 “Net Sales”		5
1.33 “Onyx Know-How”		6
1.34 “Onyx Patents”		6
1.35 “Patent”		6
1.36 “Preclinical Development Period”		6
1.37 “Pre-Marketing Activities”		6
1.39 “Post-Collaboration Compound”		6
1.40 “Ras Pathway”		7
1.41 “Ras Function”		7
1.42 “Regulatory Approval”		7
1.43 “Research”		7


	Page
1.44 “Research Plan”		7
1.45 “Research Term”		7
1.46 “Royalty-Bearing Product”		7
1.47 “Selling and Promotion Expenses”		8
1.48 “Sublicense Revenues”		8
1.49 “Third Party”		8
1.50 “Third Party Royalties”		8
CHAPTER 2		9
Article 2 — Initial Payment And Board Representation		9
2.1 Purchase of Series D Preferred Stock		9
2.2 Board Representation		9
3.1 Joint Research and Development Committee		10
3.2 Meetings of the JRDC		10
3.3 Functions and Powers of the JRDC		10
3.4 Obligations of Parties		11
3.5 Project Leader		11
3.6 General		11
Article 4 — Licenses		12
4.1 Research Licenses		12
4.2 Collaboration Product Commercialization Licenses		12
4.3 Limitations on Exclusivity		12
4.4 Royalty-Bearing Product Commercialization Licenses		13
4.6 Onyx License After Research Termination		13
CHAPTER 3		14
Article 5 — Collaborative Research Program		14
5.1 Program Management		14
5.2 Decision Points During Research		14
5.3 Research Efforts and Expenses		14
5.4 Annual Plan and Budget		14
5.5 Extension of Research Term		14
5.6 Termination of Research with Substitution of New Research Target		15
5.7 Consequences of Research Substitution		15
5.8 Termination of Research by Miles		16
5.9 Key Employee Departure		16
Article 6 — Specification of Research Field and Assays		18
6.1 Refinement of Field of Collaborative Research		18
6.2 Restriction of the Field of Collaborative Research		18
6.3 Specification of Ras Function Assay Standards		19
Article 7 — Allocation of Research Tasks		19
7.1 Onyx Research Obligations		19
7.2 Miles Research Obligations		19
7.3 Independent Funded Research Of Onyx Subject to Buy-Back		20
7.4 Miles Buy-Back		20
7.6 Conduct of Studies		20
Article 8 — Research Material and Information		21


	Page
8.1 Rights In Materials		21
8.2 Acquisition of Third Party Technology		21
Article 9 — Research Funding		21
9.1 Miles Financial Support		22
9.2 Minimum Level of Financial Support		22
9.3 Restriction on Government Support		22
9.4 Manner of Payments		22
9.5 Application of Funds; Reporting		22
9.6 Research Activities After Research Term		22
Article 10 — Research Reports		24
10.1 Information and Reports During Research		24
10.2 Reports After Research Term		24
CHAPTER 4		25
Article 11 — Co-Development		25
11.1 Scope of Development		25
11.2 Preclinical Investigation and Development		25
11.3 Synthesis of Preclinical Materials		25
11.4 Selection of Collaboration Compounds for Co-Development		25
11.5 Budget for Development		26
11.6 Performance of Co-Development		26
11.7 Funding of Co-Development		27
11.8 Development Payments