8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 22, 2008

ONYX PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-28298	94-3154463
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

2100 Powell Street
Emeryville, California 94608
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (510) 597-6500
N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     On February 26, 2008, Onyx Pharmaceuticals, Inc., or Onyx, announced that the retirement of Hollings C. Renton, chairman, president and chief executive officer of Onyx, will be effective March 31, 2008. In connection with his retirement, Mr. Renton will also resign from the Onyx board of directors effective March 31, 2008. Onyx also announced the appointment of N. Anthony Coles, M.D. as the successor to Mr. Renton as the president and chief executive officer of Onyx, effective March 31, 2008.  Dr. Coles was also appointed as a member of Onyx’s board of directors, effective March 31, 2008, and will serve as a class III director, whose term of office expires at the 2008 annual meeting of Onyx’s stockholders. Paul Goddard, a member of Onyx’s board of directors since 1997, will assume the role of lead director of Onyx effective March 31, 2008.

     The press release announcing the events described above is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Appointment of Dr. Coles

     Dr. Coles, who on February 22, 2008 entered into an at-will employment agreement with Onyx, will succeed Mr. Renton as Onyx’s president and chief executive officer, effective March 31, 2008. Dr. Coles, age 47, has served as president, chief executive officer, and a member of the board of directors of NPS Pharmaceuticals, a biotechnology company focused on the discovery and development of novel therapeutics, since May 2006. From November 2005 to April 2006, Dr. Coles was president, chief operating officer and a member of the board of directors of NPS Pharmaceuticals. From 2002 until October 2005 Dr. Coles was senior vice president, commercial operations and pharmaceutical products at Vertex Pharmaceuticals. Beginning in 1996, Dr. Coles held a number of executive positions at Bristol-Myers Squibb Company, including senior vice president of strategy and policy; senior vice president of marketing and medical affairs, neuroscience/infectious disease/dermatology; vice president, Western area sales cardiovascular and metabolic business unit for U.S. primary care; and vice president, cardiovascular global marketing. From 1992 until 1996, Dr. Coles served in various positions at Merck & Company, Inc., most recently as vice president of the hypertension and heart failure business group. Dr. Coles earned his M.D. from Duke University, his master’s degree in public health from Harvard College and his undergraduate degree from Johns Hopkins University. Dr. Coles currently serves as a trustee for Johns Hopkins University and Boston Medical Center, and as a director for FoldRx Pharmaceuticals.

     Pursuant to the terms of Dr. Coles’ employment agreement, Onyx has agreed to pay Dr. Coles an annual base salary of $625,000 and a hiring bonus of $200,000.  Dr. Coles will be eligible to receive an annual cash bonus targeted at 100% of his base salary, dependent on Onyx’s achievement of its corporate performance targets, as determined by the board of directors. Onyx has agreed to grant Dr. Coles an option to purchase 350,000 shares of Onyx common stock and 60,000 shares of restricted common stock of Onyx. Of the restricted stock, 50,000 shares will vest over three years, and 10,000 shares, subject to the achievement of performance milestones established by the board of directors, will vest over a two year period.

     Dr. Coles’ employment agreement also provides for certain relocation benefits, including reimbursement for out of pocket expenses for house hunting trips, moving and storage costs and costs associated with the sale of Dr. Coles’ current residence and the purchase of a new residence in the San Francisco Bay Area and, to the extent the reimbursement of these costs are not tax-deductible by Dr. Coles for federal income tax purposes, an additional tax gross-up payment. In addition, Onyx will pay Dr. Coles a housing allowance of $10,000 per month for the first twelve months of Dr. Coles’ employment with Onyx, then, beginning when Dr. Coles has purchased and resides in a primary residence in the San Francisco Bay Area, $6,000 per month of mortgage assistance, continuing for up to 24 months.

     Under his employment agreement, Dr. Coles will also be entitled to certain severance payments and benefits in the event that his employment is terminated without cause in a non-change in control circumstance so that he is not eligible for severance benefits under the Executive Change in Control Severance Benefits Agreement described below. These severance payments and benefits in such a circumstance include 36 months of his then current base salary, payment of COBRA medical insurance coverage premiums, consistent with his current coverage, for 18 months and up to 18 months accelerated vesting of equity awards granted under his employment agreement that are subject to time based vesting.

     Dr. Coles entered into a separate Executive Change in Control Severance Benefits Agreement with Onyx, which provides that if he is terminated without cause or resigns due to a constructive termination (as defined in that agreement) within 24 months following a change in control of Onyx, he will receive a cash severance payment equal to four times his then current base salary, payment of COBRA medical insurance coverage premiums, consistent with his current coverage, for up to 24 months, payment of up to 24 months life insurance premiums and accelerated vesting and exercisability of all his outstanding Onyx stock options and restricted stock awards, with up to twelve months following termination to exercise any outstanding Onyx stock options. If it is determined that any payment or benefit Dr. Coles would receive under the Executive Change in Control Severance Benefits Agreement constitutes a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code, thereby subjecting him to an excise tax, Onyx will pay Dr. Coles an additional tax gross-up payment.

     This description of the terms of Dr. Coles’ employment arrangement is qualified in its entirety by Dr. Coles’ Employment Agreement with Onyx, attached hereto as Exhibit 10.1 and Dr. Cole’s Executive Change in Control Severance Benefits Agreement, attached hereto as Exhibit 10.2, both of which are incorporated herein by reference.

     Retirement of Mr. Renton

     Mr. Renton had previously announced, on October 1, 2007, his plans to retire in 2008. On February 22, 2008, Onyx entered into a retirement agreement with Mr. Renton setting forth the terms and conditions of his retirement as chairman, president and chief executive officer of Onyx, and his resignation from Onyx’s board of directors, all effective March 31, 2008.  The retirement agreement also provides for Mr. Renton to serve as a consultant for up to three years from the date of his retirement.

     Pursuant to the retirement agreement, Mr. Renton will receive (i) a lump sum retirement payment in the amount of $1,045,000, (ii) up to a maximum amount of $80,000 for reasonable administrative support services in the 12 months following his retirement, (iii) payment of his COBRA medical insurance coverage premiums, consistent with his current coverage, for 12 months, (iv) $625.00 per hour for each hour of consulting services provided to Onyx during his three-year consulting period, and (v) continued vesting of all existing stock option and restricted stock grants during the consulting period, with one year to exercise vested stock options following the three-year consulting period. This description of the terms of Mr. Renton’s retirement arrangement is qualified in its entirety by Mr. Renton’s retirement agreement with Onyx, attached hereto as Exhibit 10.3 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

10.1	Employment Agreement between Onyx Pharmaceuticals, Inc. and N. Anthony Coles, M.D., dated as of February 22, 2008
10.2	Executive Change in Control Severance Benefits Agreement between Onyx Pharmaceuticals, Inc. and N. Anthony Coles, M.D., dated as of February 22, 2008
10.3	Retirement Agreement between Onyx Pharmaceuticals, Inc. and Hollings C. Renton, dated as of February 22, 2008
99.1	Press release titled “Onyx Pharmaceuticals Names N. Anthony Coles, M.D. as President, Chief Executive Officer and Member of its Board of Directors,” dated February 26, 2008

Signatures

           Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 26, 2008		ONYX PHARMACEUTICALS, INC.
	By:	/s/ Gregory W. Schafer Gregory W. Schafer
		Vice President and Chief Financial Officer

EXHIBIT INDEX

10.1	Employment Agreement between Onyx Pharmaceuticals, Inc. and N. Anthony Coles, M.D., dated as of February 22, 2008
10.2	Executive Change in Control Severance Benefits Agreement between Onyx Pharmaceuticals, Inc. and N. Anthony Coles, M.D., dated as of February 22, 2008
10.3	Retirement Agreement between Onyx Pharmaceuticals, Inc. and Hollings C. Renton, dated as of February 22, 2008
99.1	Press release titled “Onyx Pharmaceuticals Names N. Anthony Coles, M.D. as President, Chief Executive Officer and Member of its Board of Directors,” dated February 26, 2008

EX-10.1

Exhibit 10.1

ONYX PHARMACEUTICALS, INC.

EXECUTIVE EMPLOYMENT AGREEMENT
for
N. ANTHONY COLES

     This Executive Employment Agreement (“Agreement”) is entered into as of February 22, 2008 (the “Effective Date”), by and between N. Anthony Coles (“Executive”) and Onyx Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

     Whereas, the Company desires to employ Executive to provide personal services to the Company, and wishes to provide Executive with certain compensation and benefits in return for his services; and

     Whereas, Executive wishes to be employed by the Company and provide personal services to the Company in return for certain compensation and benefits.

     Now, Therefore, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows:

     1. Employment by the Company.

          1.1 Position. Subject to terms set forth herein, the Company agrees to employ Executive in the positions of President and Chief Executive Officer (“CEO”) and Executive hereby accepts such employment with a start date of March 31, 2008 or such other mutually agreeable date that may be determined (the “Start Date”). During the term of his employment with the Company, Executive will devote his best efforts and substantially all of his business time and attention to the business of the Company, except as permitted pursuant to Section 4.1 and for vacation periods and reasonable periods of illness or other incapacities permitted by the Company’s general employment policies.

          1.2 Duties and Location. Executive shall serve in an executive capacity and shall perform such duties as are customarily associated with the position of CEO and as also may be assigned to Executive from time to time (provided that such duties are consistent with Executive’s position as CEO), consistent with the Bylaws of the Company and as required by the Company’s Board of Directors (the “Board”). Executive will report to the Board. Executive’s primary office location shall be the Company’s headquarters, which is currently in Emeryville, California. Notwithstanding the foregoing, the Company reserves the right to reasonably require Executive to perform his duties at places other than its corporate headquarters from time to time, and to require reasonable business travel.

          1.3 Policies and Procedures. The employment relationship between the parties shall also be governed by the general employment policies and practices of the Company, as they may be modified by the Company within its sole discretion from time to time, including but not limited to those relating to protection of confidential information

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and assignment of inventions, except that when the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall control.

          1.4 Board of Directors. The Company will use its best efforts to ensure that Executive is appointed to the Board and Executive agrees to serve as a director of the Company. Executive agrees that in the event Executive’s employment with the Company is terminated for any reason, either voluntarily or involuntarily, with or without Cause, Executive shall resign Executive’s position as a member of the Board simultaneously with the termination of Executive’s employment or on such other date as requested by the majority of the Board.

     2. Compensation.

          2.1 Salary. Executive shall receive for services to be rendered hereunder an annualized base salary at the rate of $625,000, payable on the Company’s normal payroll schedule and subject to payroll withholding and deductions (“Base Salary”). The Base Salary shall be reviewed annually and may be adjusted as approved by the Board in its discretion; provided, however, that the Base Salary may only be decreased upon Executive’s written consent.

          2.2 Hiring Bonus. Executive will receive a hiring bonus of $200,000, subject to payroll deductions and withholdings, and paid within the Company’s first regular payroll period following the Start Date (the “Hire Bonus”). If Executive’s employment terminates within twelve (12) months after the Start Date, due to either a termination for Cause (as defined in Section 5.3(b)) by the Company or a voluntary termination by Executive for any reason, Executive will be required to repay a prorated portion of the Hire Bonus to the Company no later than thirty (30) days after the employment termination date. The repayment amount will be calculated by reducing the total gross amount of the Hire Bonus by 1/12^th for each complete month of employment by Executive.

          2.3 Annual Bonus. Executive will be eligible to earn an annual target bonus of one hundred percent (100%) of the Base Salary in effect during the bonus year (the “Annual Bonus”). Executive is eligible to receive the full Annual Bonus for the 2008 bonus year, and any Annual Bonus earned by Executive for 2008 will not be prorated to reflect his mid-year Start Date. Whether the Annual Bonus is earned, and the amount of the Annual Bonus (if any), will be determined under the terms of the Company’s Annual Incentive Bonus Program (as adopted by the Compensation Committee of the Board from time to time), and due to Executive’s position as CEO his performance shall be measured one hundred percent (100%) by the Company’s achievement of its corporate performance targets, as determined by the Board on the recommendation of the Board’s Compensation Committee. The Board will determine, in its sole discretion, the applicable corporate performance targets for each bonus year, which may include corporate financial goals, strategic goals, and clinical development goals. In order to be eligible to earn the Annual Bonus, Executive must remain an active employee of the Company through the end of the applicable work year, and Executive will not earn any Annual Bonus if his employment

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terminates for any reason before the end of the applicable work year. The Company shall have the discretion to structure some or all of the Annual Bonus so that it qualifies as “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Executive’s Annual Bonus target will be reviewed annually and may be adjusted by the Board in its discretion; provided, however, that the Annual Bonus target may only be decreased upon Executive’s written consent.

          2.4 Standard Company Benefits. Executive shall be entitled to all rights and benefits for which he is eligible under the terms and conditions of the standard Company benefits and compensation practices which may be in effect from time to time and provided by the Company to its employees generally.

          2.5 Equity Awards. Subject to the approval of the Board, Executive shall receive the following equity awards (the “Equity Awards”), which shall be granted as of the Start Date:

               (a) Option Grant. Executive shall be granted an option to purchase 350,000 shares of Company Common Stock (the “Option”), at fair market value as of the Start Date as determined by the Board, pursuant to the Company’s 2005 Equity Incentive Plan (the “Plan”). Except as otherwise provided herein, subject to Executive’s continuous service to the Company (as defined in the Plan), the Option will vest and become exercisable over four (4) years, with twenty-five percent (25%) of the shares covered by the Option vesting and becoming exercisable on the first year anniversary of the Start Date and the remaining seventy-five percent (75%) of the shares covered by the Option vesting and becoming exercisable in thirty-six (36) equal monthly installments thereafter. The Option shall be governed by the terms and conditions set forth in the Plan, and in the applicable stock option agreement and grant document.

               (b) Time-Vested Restricted Stock Grant. Executive shall be granted a restricted stock award covering 50,000 shares of Company Common Stock (the “Time-Vested Restricted Stock Grant”), pursuant to the Plan. Except as otherwise provided herein, subject to Executive’s continuous service to the Company (as defined in the Plan), the Time-Vested Restricted Stock Grant will vest in a series of three (3) successive equal annual installments over the three (3)-year period measured from the Start Date. The Time-Vested Restricted Stock Grant shall be governed by the terms and conditions set forth in the Plan, and in the applicable Stock Bonus Award Agreement.

               (c) Performance-Vested Restricted Stock Grant. Executive shall be granted a restricted stock award covering 10,000 shares of Company Common Stock (the “Performance-Vested Restricted Stock Grant”), pursuant to the Plan. Except as otherwise provided herein, subject to Executive’s continuous service to the Company (as defined in the Plan), the Performance-Vested Restricted Stock Grant will vest over a two (2)-year period measured from the Start Date subject to achievement of performance milestones based on Executive’s performance to be determined by the Board upon recommendation of the Board’s Compensation Committee. For the 2008 bonus year, the applicable vesting schedule shall be as follows: (i) 7,500 shares shall vest if at least 150%

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of all applicable 2008 performance milestones are achieved; (ii) 5,000 shares shall vest if at least 100%, but less than 150%, of all applicable 2008 performance milestones are achieved; (iii) 2,500 shares shall vest if at least 50%, but less than 100%, of all applicable 2008 performance milestones are achieved; and (iv) no shares shall vest for the 2008 bonus year if less than 50% of all applicable 2008 performance milestones are achieved. For the 2009 bonus year, the applicable vesting schedule shall be as follows: (i) 7,500 shares (or all remaining unvested shares, if less) shall vest if at least 150% of all applicable 2009 performance milestones are achieved; (ii) 5,000 shares (or all remaining unvested shares, if less) shall vest if at least 100%, but less than 150%, of all applicable 2009 performance milestones are achieved; (iii) 2,500 shares shall vest if at least 50%, but less than 100%, of all applicable 2009 performance milestones are achieved; and (iv) no shares shall vest if less than 50% of all applicable 2009 performance milestones are achieved. The Performance-Vested Restricted Stock Grant shall be governed by the terms and conditions set forth in the Plan, and in the applicable stock bonus award agreement and grant document. The Company shall have the discretion to structure some or all of the Performance-Vested Restricted Stock Grant so that it qualifies as “performance-based compensation” within the meaning of Section 162(m) of the Code.

               (d) Annual Discretionary Grants. At least once each year, after Executive’s first year of employment, the Board (upon the recommendation of the Compensation Committee of the Board) will consider whether to grant additional equity awards to Executive, which determination shall be in the Board’s sole discretion.

          2.6 Relocation Benefits. Effective as of the Start Date, Executive is required to relocate to, and maintain a residence in, the San Francisco Bay Area. To assist in Executive’s relocation from New Jersey to the San Francisco Bay Area, Executive shall be entitled to receive the relocation benefits described in this Section 2.6, provided that he remains an employee in good standing of the Company as of the date that the particular cost or expense is incurred (the "Relocation Benefits”). The Relocation Benefits shall be the sole relocation assistance or benefits that Executive will receive from the Company. After all of Executive’s relocation expenses have been incurred, the Compensation Committee of the Board will review a final documented accounting of relocation expenses prepared by Executive, and consider, after discussion with Executive, whether any additional reimbursement is appropriate. If Executive’s employment terminates within twelve (12) months after the Start Date, due to either a termination for Cause by the Company or a voluntary termination by Executive for any reason, Executive will be required to repay a prorated portion of the Relocation Benefits received by him from the Company at any time, with such repayment to be made to the Company no later than thirty (30) days after the employment termination date. The repayment amount will be calculated by reducing the total gross amount of the Relocation Benefits received by him by 1/12^th for each complete month of employment by Executive. The Relocation Benefits consist of the following:

               (a) House Hunting Trips. The Company will reimburse Executive’s reasonable and customary out-of-pocket expenses for him, his spouse and his children to travel to and from the San Francisco Bay Area for two (2) house hunting trips. The reimbursable expenses consist of hotel costs, meals, airfare (coach class), rental car,

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and related minor expenditures. These expenses must be properly documented and otherwise comply with the Company’s standard expense reimbursement policy and practice.

               (b) Moving and Temporary Storage Costs. The Company will pay or reimburse the reasonable costs of standard ground shipment of Executive’s personal belongings and household goods, and standard ground shipment of up to three (3) automobiles. In addition, the Company will pay reasonable storage fees for storage of Executive’s household goods for up to thirty-six (36) months. To the extent that such costs are reimbursed to Executive, these expenses must be properly documented and otherwise comply with the Company’s standard expense reimbursement policy and practice.

               (c) Sale and Purchase of Real Estate. If, within three (3) years of the Start Date, Executive sells his current primary residence located in New Jersey, then the Company will reimburse Executive’s customary and fully documented non-recurring closing costs incurred by him in connection with such sale (the “New Jersey Closing Costs”), including real estate commissions (up to a maximum of six percent (6%) of the sale price), legal and recording fees, title charges, transfer taxes, and documentary stamps. In addition, if, within three (3) years of the Start Date, Executive purchases a primary residence in the San Francisco Bay Area, the Company will reimburse Executive’s customary and fully documented non-recurring closing costs incurred by him in connection with such purchase (the “California Closing Costs”) up to a maximum total reimbursement amount (in the aggregate) equal to three percent (3%) of the purchase price. For purposes of determining the amounts of the New Jersey Closing Costs and California Closing Costs, any payment of origination points or other premiums on mortgages obtained or maintained by Executive shall be deemed non-reimbursable costs, and the Company shall reasonably determine which items and costs constitute non-recurring closing costs.

               (d) Housing Allowances. Executive will be eligible to receive from the Company the following housing allowances (the “Housing Allowances”), contingent upon his continued employment, as follows: (i) for twelve (12) months after the Start Date, Executive will receive a monthly temporary housing allowance of $10,000, the after-tax amount of which shall be used for Executive’s rental or lease payments, and if he purchases a new residence in the San Francisco Bay Area within this time period, this monthly allowance shall be used for mortgage payments for such residence; and (ii) after the one year anniversary of the Start Date, and beginning only after Executive purchases and resides in a primary residence in the San Francisco Bay Area, Executive will be eligible to receive monthly mortgage assistance payments of $6,000 (the “Mortgage Assistance Payments”), the after-tax amount of which shall be used for Executive’s mortgage payments for such residence, with such Mortgage Assistance Payments to be provided for up to a total of twenty-four (24) months, provided however that Executive will not be eligible for any Mortgage Assistance Payments if he fails to purchase a primary residence in the San Francisco Bay Area within three (3) years of the Start Date. The Housing Allowances (including Mortgage Assistance Payments) will be subject to required payroll deductions and withholdings, and will not be considered by the Company part of Executive’s Base Salary, including but not limited to for such purposes as determination of

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the Annual Bonus, the Severance Benefits (discussed in Section 5.2(b)), or for the purposes of the Change in Control Agreement (discussed in Section 5.5).

               (e) Gross-Up. At the time of the payment of any of the Relocation Benefits pursuant to Sections 2.6(a)-(c) which are not deductible for federal income tax purposes by Executive (e.g. non-deductible storage costs), Executive will be entitled to an additional “simplified” gross-up cash payment from the Company in an amount determined by multiplying the amount of the payment of such Relocation Benefits by 78.8 percent (78.8%).

     3. Proprietary Information Obligations.

          3.1 Agreement. As a condition of employment, Executive agrees to execute and abide by the Confidential Information and Inventions Assignment Agreement attached hereto as Exhibit A (the “Confidential Information Agreement”).

          3.2 Third Party Agreements And Information. Executive represents and warrants that Executive’s employment by the Company will not conflict with any prior employment or consulting agreement or other agreement with any third party, and that Executive will perform his duties to the Company without violating any such agreement. Executive represents and warrants that Executive does not possess confidential information or materials arising out of prior employment, consulting, or other third party relationships, which would be used in connection with Executive’s employment by the Company, except as expressly authorized by that third party. During Executive’s employment by the Company, Executive will use in the performance of Executive’s duties only information which is generally known and used by persons with training and experience comparable to Executive’s own, common knowledge in the industry, otherwise legally in the public domain, or obtained or developed by the Company or by Executive in the course of Executive’s work for the Company.

     4. Outside Activities During Employment.

          4.1 Exclusive Employment. Except with the prior written consent of the Board, Executive will not during the term of this Agreement undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor. By way of example, but not limitation, Executive may serve on one or more boards of directors of other companies (including both for profit and not for profit entities) provided that the advance consent of the Board is obtained after Executive provides the Board with reasonably detailed information about such other companies. The Board hereby provides authorization to Executive to continue to serve on the boards of directors of the following entities, provided that such continued service does not unreasonably interfere with Executive’s discharge of his duties to the Company: FoldRx Pharmaceuticals, Inc.; John Hopkins University; and Boston Medical Center. Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of his duties hereunder or present a conflict of interest with the Company.

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          4.2 No Adverse Interests. Except as permitted by Section 4.3, Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by him to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise.

          4.3 Noncompetition. During the term of his employment by the Company, except on behalf of the Company, Executive will not directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, representative, consultant, or in any capacity whatsoever engage in, become financially interested in, be employed by or have any business connection with any other person, corporation, firm, partnership or other entity whatsoever which are known by him to compete directly with the Company, throughout the world, in any line of business engaged in (or planned to be engaged in) by the Company; provided, however, that anything above to the contrary notwithstanding, he may own, as a passive investor, securities of any publicly traded competitor corporation, so long as his direct holdings in any one such corporation shall not in the aggregate constitute more than one percent (1%) of the voting stock of such corporation.

     5. Termination Of Employment.

          5.1 At-Will Relationship. Executive’s employment relationship is at-will and not for any fixed period. Executive may terminate the relationship at any time for any reason, with or without advance notice. Similarly, the Company may terminate the employment relationship at any time, with or without Cause, and with or without advance notice.

          5.2 Termination Without Cause.

               (a) Right To Terminate Without Cause. The Company may terminate Executive’s employment with the Company at any time without Cause, upon notice to Executive.

               (b) Severance Benefits for Termination Without Cause. Executive shall be eligible to receive the following as his sole severance benefits (the “Severance Benefits”) in the event that: Executive’s employment is terminated by the Company without Cause at any time; such termination without Cause constitutes a “separation from service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h); Executive is not eligible for severance benefits under the Change in Control Agreement; Executive remains in compliance with this Agreement and the Confidential Information Agreement; and Executive provides the Company (and complies with) an effective Release as required by Section 6 herein.

                    (i) Severance Pay. Executive will receive severance pay equal to thirty-six (36) months of the Base Salary in effect as of the employment termination date, subject to required payroll deductions and withholdings (the “Severance”). One half of the Severance will be paid in a lump sum within ten (10) business days after the effective date of the Release. The remaining one-half of the

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Severance will be paid as continuation of Executive’s regular base salary payments (excluding any special forms of compensation such as the Housing Allowances, any other Relocation Benefits, or bonus compensation) on the Company’s normal payroll dates for eighteen (18) months, beginning with the first payroll date following the effective date of the Release.

                    (ii) COBRA Premiums. The Company will pay the monthly premiums to continue Executive’s group health care coverage (including dependent coverage, if applicable) pursuant to federal COBRA law or comparable state insurance laws for eighteen (18) months after the termination date, provided that Executive timely elects continued coverage pursuant to COBRA and remains eligible for such coverage.

                    (iii) Accelerated Vesting of Equity Awards; Extension of Option Exercise Period. The Option and Time-Vested Restricted Stock Grant specified in Section 2.5 will be subject to accelerated vesting (the “Acceleration”), such that an additional number of shares equal to the lesser of either (A) the number of shares under existing such awards at the termination date that would have vested if Executive’s employment had continued for eighteen (18) months after the employment termination date (without giving effect to any other accelerated vesting provision), or (B) all remaining unvested shares under existing such awards at the termination date, will become vested and exercisable effective as of the employment termination date. In addition, Executive will be permitted to exercise any vested shares subject to the Option within twelve (12) months after the employment termination date, but in no event shall such period exceed the expiration of the term of the Option as set forth in Executive’s stock option agreement (the “Option Exercise Extension”).

               (c) Withholding Severance Benefits For Breach. The Company shall have the right to withhold any unpaid portion of the Severance Benefits or not permit the Acceleration or Option Exercise Extension upon its notice to Executive of the Board’s good faith reasonable belief that Executive has materially breached this Agreement, the Confidential Information Agreement, or the Release, and the basis for such reasonable belief shall be stated with specificity in such notice.

          5.3 Termination for Cause.

               (a) Right To Terminate For Cause. The Company may terminate Executive’s employment with the Company at any time for Cause upon written notice to Executive.

               (b) Cause Definition. “Cause” for termination shall mean, in the reasonable determination of the Board, that Executive: (i) has committed an intentional act, or acted with gross negligence, that has materially injured the business of the Company, or has committed (or attempted to commit) a fraud against the Company; (ii) has intentionally refused or failed to follow lawful and reasonable directions of the Board, after Executive is provided a reasonable opportunity to be heard on the issue by the Board; (iii) has habitually neglected Executive’s duties for the Company, or materially

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breached any duty to or written agreement with the Company (including but not limited to this Agreement or the Confidential Information Agreement); or (iv) has been convicted (including a plea of guilty or no contest) of any felony, or has been convicted (including a plea of guilty or no contest) of any crime involving moral turpitude or dishonesty. Notwithstanding the foregoing, Cause shall not exist based on conduct described in clauses (ii) or (iii) above unless the conduct described in such clause has not been cured within thirty (30) days following Executive’s receipt of written notice from the Company specifying the particulars of the conduct constituting Cause, provided however that such written notice from the Company is not required if Executive’s conduct is not reasonably capable of being cured.

               (c) No Severance Benefits Upon Termination For Cause. In the event Executive’s employment is terminated at any time with Cause, he will not be entitled to any of the Severance Benefits, pay in lieu of notice or any other such compensation, except as may be provided in a written Company severance benefit plan, if any, in effect on the termination date, or as required by law.

          5.4 Termination By Executive.

               (a) Right to Resign. Executive may terminate his employment with the Company at any time upon written notice to the Company, after which no further compensation will be paid to Executive unless otherwise provided in the Change in Control Agreement, or required by law.

               (b) No Severance Benefits Upon Resignation. In the event Executive terminates his employment for any reason, he will not be entitled to any Severance Benefits, pay in lieu of notice or any other such compensation, unless otherwise provided in the Change in Control Agreement, or required by law.

          5.5 Change in Control Severance Benefits Agreement. The Company agrees to enter into the Executive Change in Control Severance Benefits Agreement attached hereto as Exhibit B (the “Change In Control Agreement”) with Executive, which Executive shall execute within ten (10) days of the Effective Date of this Agreement if he wishes to accept it.

          5.6 Deferred Compensation. All payments provided under this Agreement are intended to constitute separate payments for purposes of Treasury Regulation Section 1.409A-2(b)(2). If Executive is a “specified employee” of the Company or any affiliate thereof (or any successor entity thereto) within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of a termination without Cause that constitutes a “separation from service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h) (a “Covered Termination”), then any Severance paid pursuant to Section 5.2(b)(i) (the “Payments”) shall be delayed until the earlier of: (i) the date that is six (6) months after the date of the Covered Termination, or (ii) the date of Executive’s death (such date, the “Delayed Payment Date”), and the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Payments that otherwise would have been paid to Executive on or

9.

before the Delayed Payment Date, without any adjustment on account of such delay, and (B) continue the Payments in accordance with any applicable payment schedules set forth for the balance of the period specified herein. Notwithstanding the foregoing, (i) Payments scheduled to be paid from the date of a Covered Termination through March 15 of the calendar year following such termination shall be paid as scheduled pursuant to the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4); (ii) Payments scheduled to be paid following such March 15 shall be paid as scheduled to the maximum extent permitted pursuant to an “involuntary separation from service” as permitted by Treasury Regulation Section 1.409A-1(b)(9)(iii), but in no event later than the last day of the second taxable year following the taxable year of the Covered Termination; and (iii) any excess Payments shall be subject to delay as provided in the previous sentence. Amounts paid pursuant to Section 5.2(b)(ii) are intended to be paid pursuant to the exception provided by Treasury Regulation Section 1.409A-1(b)(9)(v)(B). Amounts paid pursuant to Section 5.2(b)(iii) are intended to be paid pursuant to the exception provided by Treasury Regulation Section 1.409A-1(b)(5)(E).

     6. Release. Within the applicable timeframe on or after Executive’s employment termination date, Executive shall provide the Company with an executed and effective general release of all known and unknown claims substantially in the form attached hereto as Exhibit C (the “Release”), as a condition of receipt of any Severance Benefits under Section 5.2(b) of this Agreement.

     7. Cooperation with Company.

          7.1 Cooperation Obligation. During and after the term of Executive’s employment, Executive will cooperate with the Company by providing truthful and accurate information without legal compulsion, in responding to the reasonable requests of the Company’s Chairman of the Board, Chief Executive Officer or General Counsel, in connection with any and all existing or future litigation, arbitrations, mediations or investigations brought by or against the Company, or its or their respective affiliates, agents, officers, directors or employees, whether administrative, civil or criminal in nature, with respect to Executive possesses relevant information. In such matters, Executive agrees to provide the Company with reasonable advice, assistance and information, including offering and explaining evidence, providing truthful sworn statements, and participating in discovery and trial preparation and testimony. Executive also agrees to promptly send the Company copies of all correspondence (for example, but not limited to, subpoenas) received by Executive in connection with any such legal proceedings, unless Executive is expressly prohibited by law from so doing.

          7.2 Expenses and Fees. The Company will reimburse Executive for reasonable out-of-pocket expenses incurred by Executive as a result of his cooperation provided under Section 7.1, within thirty (30) days of the presentation of appropriate documentation thereof, in accordance with the Company’s standard reimbursement policies and procedures. After termination of Executive’s employment, if Executive is then not receiving any severance benefits under this Agreement or the Change in Control Agreement, the Company also will pay Executive a fee of $400 per hour for the time Executive devotes to matters as requested by the Company under Section 7.1 (the “Fees”).

10.

The Company will not deduct or withhold any amount from the Fees for taxes, social security, or other payroll deductions, but will issue an IRS Form 1099 with respect to the Fees. Executive acknowledges that in cooperating in the manner described in Section 7.1, he will be serving as an independent contractor, not a Company employee, and he will be entirely responsible for the payment of all income taxes and any other taxes due and owing as a result of the payment of Fees. Executive hereby indemnifies the Company and its officers, directors, agents, attorneys, employees, shareholders, subsidiaries, and affiliates and holds them harmless from any liability for any taxes, penalties, and interest that may be assessed by any taxing authority with respect to the Fees, with the exception of the employer’s share of employment taxes subsequently determined to be applicable, if any.

     8. General Provisions.

          8.1 Notices. Any notices provided hereunder must be in writing and shall be deemed effective upon the earlier of personal delivery (including personal delivery by facsimile), the next day after sending by overnight courier, or five (5) business days after deposit in the United States mail, to the Company at its corporate headquarters, attention of the Chairman of the Board of Directors, and to Executive at his address as listed in the Company’s payroll records.

          8.2 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction to the extent possible in keeping with the intent of the parties pursuant to applicable law.

          8.3 Waiver. If either party should waive any breach of any provisions of this Agreement, the waiving party shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.

          8.4 Complete Agreement. This Agreement, including its exhibits, constitutes the complete, final, and exclusive embodiment of the agreement between Executive and the Company with regard to the subject matter hereof. It is entered into without reliance on any promise or representation other than those expressly contained herein, and it supersedes and replaces any other agreements, representations or promises made to Executive by anyone, whether oral or written, concerning such subject matter. Other than changes to Executive’s employment terms which are within the discretion of the Company or the Board to make (as provided herein, by law, or pursuant to the articles and by-laws of the Company), the terms of this Agreement cannot be modified or amended except in a writing approved by the Board and signed by a duly authorized officer or director of the Company and Executive.

11.

          8.5 Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement. Signatures transmitted via facsimile shall be deemed equivalent to originals.

          8.6 Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.

          8.7 Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and the Company, and their respective successors, assigns, heirs, executors and administrators, except that Executive may not assign any of his duties hereunder and he may not assign any of his rights hereunder without the written consent of the Company, which shall not be withheld unreasonably.

          8.8 Survival. Executive’s duties under the Confidential Information Agreement and Section 7 (Cooperation With Company) of this Agreement shall survive termination of his employment with the Company.

          8.9 Attorneys’ Fees. If either party hereto brings any action to enforce his or its rights hereunder, the party successful in enforcing this Agreement shall be entitled to recover his or its reasonable attorneys’ fees and costs incurred in connection with such action

          8.10 Dispute Resolution. To aid in the rapid and economical resolution of any disputes which may arise under this Agreement, Executive and the Company agree that any and all claims, disputes or controversies of any nature whatsoever arising from or regarding the interpretation, performance, negotiation, execution, enforcement or breach of this Agreement, Executive’s employment, or the termination of Executive’s employment, including but not limited to any statutory claims, shall be resolved by confidential, final and binding arbitration conducted before a single arbitrator with JAMS, Inc. (“JAMS”) in San Francisco, California, in accordance with JAMS’ then-applicable arbitration rules. The parties acknowledge that by agreeing to this arbitration procedure, they waive the right to resolve any such dispute through a trial by jury, judge or administrative proceeding. Executive will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be available under applicable law in a court proceeding; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The Company shall bear JAMS’ arbitration fees and administrative costs. Nothing in this Agreement shall prevent either party from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. The arbitrator, and not a court, shall be authorized to determine whether the provisions of this paragraph apply to a dispute, controversy or claim sought to be resolved in accordance with these arbitration procedures.

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          8.11 Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the law of the State of California, without giving effect to choice of law principles.

     In Witness Whereof, the parties have executed this Agreement on the day and year first written above.

Onyx Pharmaceuticals, Inc.
By:	/s/ Hollings C. Renton Hollings C. Renton
	Chief Executive Officer

N. Anthony Coles, an Individual

/s/ N. Anthony Coles

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Exhibit A

CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT

     In consideration of my employment or continued employment by Onyx Pharmaceuticals, Inc or its subsidiaries or affiliates (the “Company”), and the compensation paid to me now and during my employment with the Company, I agree to the terms of this Agreement as follows:

1. Confidential Information Protections.

     1.1 Nondisclosure; Recognition of Company’s Rights. At all times during and after my employment, I will hold in confidence and will not disclose, use, lecture upon, or publish any of Company’s Confidential Information (defined below), except as may be required in connection with my work for Company, or as expressly authorized in writing by an officer of Company. I will obtain such officer’s written approval before publishing or submitting for publication any material (written, oral, or otherwise) that relates to my work at Company and/or incorporates any Confidential Information. I hereby assign to Company any rights I have or may acquire in any and all Confidential Information and recognize that all Confidential Information shall be the sole and exclusive property of Company and its assigns.

     1.2 Confidential Information. The term “Confidential Information” shall mean any and all confidential knowledge, data or information related to Company’s business or its actual or demonstrably anticipated research or development, including without limitation (a) trade secrets, inventions, ideas, processes, computer source and object code, data, formulae, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, techniques, methodologies, techniques, processes, assay systems, procedures, tests, formulations, gene sequences and loci, compounds, micro-organisms or other cell types, proteins, peptides, genetic and other biological material, computer programs, algorithms, software, reports, documentation, equipment, and devices; (b) information regarding products, services, plans for research and development, unpublished test results, clinical trials, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (c) information regarding the skills and compensation of Company’s employees, contractors, and any other service providers of Company; and (d) the existence of any business discussions, negotiations, or agreements between Company and any third party.

     1.3 Third Party Information. I understand that Company has received and in the future will receive from third parties confidential or proprietary information (“Third Party Information") subject to a duty on Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During and after the term of my employment, I will hold Third Party Information in strict confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for Company) or use, Third Party Information, except in connection with my work for Company or unless expressly authorized by an officer of Company in writing.

     1.4 No Improper Use of Information of Prior Employers and Others. I represent that my employment by Company does not and will not breach any agreement with any former employer, including any noncompete agreement or any agreement to keep in confidence or refrain from using information acquired by me in confidence or trust prior to my employment by Company. I further represent that I have not entered into, and will not enter into, any agreement, either written or oral, in conflict with my obligations under this Agreement. During my employment by Company, I will not improperly use or disclose any confidential information or trade secrets of any former employer or other third party, nor will I bring onto the premises of Company or use any unpublished documents or any property belonging to any former employer or other third party, in violation of any lawful agreements with that former employer or third party. I will use in the performance of my duties only information that is generally known and used by persons with training and experience comparable to my own, is common knowledge in the industry or otherwise legally in the public domain, or is otherwise provided or developed by Company.

2. Inventions.

     2.1 Inventions and Intellectual Property Rights. As used in this Agreement, the term “Invention” means any ideas, concepts, information, materials, processes, methods, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other patentable or copyrightable works, and techniques and all Intellectual Property Rights in any of the items listed above. The term “Intellectual Property Rights” means all trade secrets, copyrights, trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any jurisdiction or country.

     2.2 Prior Inventions. I have disclosed on Exhibit A a complete list of all Inventions that (a) I have, or I have caused to be, alone or jointly with others, conceived, developed, or reduced to practice prior to the commencement of my employment by Company; (b) in which I have an ownership interest or which I have a license to use; and (c) I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If no Prior Inventions are listed in Exhibit A, I warrant that there are no Prior Inventions. I agree that I will not incorporate, or permit

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to be incorporated, Prior Inventions in any Company Inventions (defined below) without Company’s prior written consent. If, in the course of my employment with Company, I incorporate a Prior Invention into a Company process, machine or other work, I hereby grant Company a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Prior Invention.

     2.3 Assignment of Company Inventions. Inventions assigned to the Company or to a third party as directed by the Company pursuant to the section titled “Government or Third Party” are referred to in this Agreement as “Company Inventions.” Subject to the section titled “Government or Third Party” and except for Inventions that I can prove qualify fully under the provisions of California Labor Code section 2870 and that I have set forth in Exhibit A, I hereby assign and agree to assign in the future (when any such Inventions or Intellectual Property Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to Company all my right, title, and interest in and to any and all Inventions (and all Intellectual Property Rights with respect thereto) made, conceived, reduced to practice, or learned by me, either alone or with others, during the period of my employment by Company.

     2.4 Obligation to Keep Company Informed. During the period of my employment and for one (1) year after my employment ends, I will promptly and fully disclose to Company in writing (a) all Inventions authored, conceived, or reduced to practice by me, either alone or with others, including any that might be covered under California Labor Code section 2870, and (b) all patent applications filed by me or in which I am named as an inventor or co-inventor.

     2.5 Government or Third Party. I agree that, as directed by the Company, I will assign to a third party, including without limitation the United States, all my right, title, and interest in and to any particular Company Invention.

     2.6 Enforcement of Intellectual Property Rights and Assistance. During and after the period of my employment, I will assist Company in every proper way to obtain and enforce United States and foreign Intellectual Property Rights relating to Company Inventions in all countries. If the Company is unable to secure my signature on any document needed in connection with such purposes, I hereby irrevocably designate and appoint Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act on my behalf to execute and file any such documents and to do all other lawfully permitted acts to further such purposes with the same legal force and effect as if executed by me.

     2.7 Incorporation of Software Code. I agree that I will not incorporate into any Company software or otherwise deliver to Company any software code licensed under the GNU General Public License or Lesser General Public License or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Company.

3. Records. I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that is required by the Company) of all Inventions made by me during the period of my employment by the Company, which records shall be available to, and remain the sole property of, the Company at all times.

4. Additional Activities. I agree that (a) during the term of my employment by Company, I will not, without Company’s express written consent, engage in any employment or business activity directly related to or competitive with the business in which the Company is now or becomes involved, or would otherwise conflict with my obligations to the Company. To protect the Company’s Intellectual Property Rights, and because of the position in the Company that I hold, I agree that during my employment with the Company whether full-time or part-time and for a period of one year after my last day of employment with the Company, I will not (a) directly or indirectly, solicit, induce or encourage, or attempt to solicit, induce, or encourage or otherwise cause any employee, consultant or independent contractor of the Company to terminate his or her relationship with the Company in order to become an employee, independent contractor, or consultant to or for any other person or entity (or any such employee, consultant or independent contractor who has terminated their relationship with the Company within the six months prior to the date of the action prohibited hereunder), or (b) directly or indirectly solicit the business of any client or customer of the Company (other than on behalf of the Company) if such solicitation would involve the unauthorized use or disclosure of the Company’s Confidential Information.

5. Return Of Company Property. Upon termination of my employment or upon Company’s request at any other time, I will deliver to Company all of Company’s property, equipment, and documents, together with all copies thereof, and any other material containing or disclosing any Inventions, Third Party Information or Confidential Information and certify in writing that I have fully complied with the foregoing obligation. I agree that I will not copy, delete, or alter any information contained upon my Company computer or Company equipment before I return it to Company. In addition, if I have used any personal computer, server, or e-mail system to receive, store, review, prepare or transmit any Company information, including but not limited to, Confidential Information, I agree to provide the Company with a computer-useable copy of all such Confidential Information and then permanently delete and expunge such Confidential Information from those systems; and I agree to provide the Company access to my system as reasonably requested to verify that the necessary copying and/or deletion is

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completed. I further agree that any property situated on Company’s premises and owned by Company is subject to inspection by Company’s personnel at any time with or without further notice. Prior to the termination of my employment or promptly after termination of my employment, I will cooperate with Company in attending an exit interview and certify in writing that I have complied with the requirements of this section.

6. Notification Of New Employer. In the event that I leave the employ of Company, I hereby consent to the notification of my new employer of my rights and obligations under this Agreement, by Company providing a copy of this Agreement or otherwise.

7. General Provisions.

     7.1 Governing Law and Venue. This Agreement and any action related thereto will be governed, controlled, interpreted and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. I hereby expressly consent to the personal jurisdiction and venue in the state and federal courts for the county in which Company’s principal place of business is located for any lawsuit filed there against me by Company arising from or related to this Agreement.

     7.2 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

     7.3 Survival. This Agreement shall survive the termination of my employment and the assignment of this Agreement by Company to any successor-in-interest or other assignee and be binding upon my heirs and legal representatives.

     7.4 Employment. I agree and understand that nothing in this Agreement shall give me any right to continued employment by Company, and it will not interfere in any way with my right or Company’s right to terminate my employment at any time, with or without cause and with or without advance notice.

     7.5 Notices. Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the address listed on the signature page, by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, notice will be considered to have been given on the delivery date reflected by the courier or express mail service receipt. Each party may change its address for receipt of notice by giving notice of such change to the other party.

     7.6 Injunctive Relief. I acknowledge that, because my services are personal and unique and because I will have access to the Confidential Information of Company, any breach of this Agreement by me would cause irreparable injury to Company for which monetary damages would not be an adequate remedy and, therefore, will entitle Company to injunctive relief (including specific performance). The rights and remedies provided to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party at law or in equity.

     7.7 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

     7.8 Export. I agree not to export, directly or indirectly, any U.S. technical data acquired from Company or any products utilizing such data, to countries outside the United States, because such export could be in violation of the United States export laws or regulations.

     7.9 Entire Agreement. The obligations pursuant to sections of this Agreement titled “Confidential Information Protections” and “Inventions” shall apply at any time during which I was previously employed, or am in the future employed by Company or, to the fullest extent permitted by law, to any time during which I was previously engaged, or am in the future engaged, by Company as an independent contractor, if no other agreement governs nondisclosure and assignment of inventions during such period. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior communications between us with respect to such matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by me and an officer of the Company. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

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     This Agreement shall be effective as of the first day of my employment with Company.

EMPLOYEE:		ONYX PHARMACEUTICALS, INC.:
I have read, understand, and accept this agreement and have been given the opportunity to discuss it with independent legal counsel.		Accepted and agreed:
	(Signature)		(Signature)
By:		By:
Title:		Title:
Date:		Date:
Address:		Address:

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EXHIBIT A TO
CONFIDENTIAL INFORMATION AND
INVENTIONS ASSIGNMENT AGREEMENT

INVENTIONS

     1. Prior Inventions Disclosure. The following is a complete list of all Prior Inventions (as provided in Section 2.2 of the attached Employee Confidential Information and Inventions Assignment Agreement, defined herein as the “Agreement”):

o None

o See immediately below:

o Additional sheets attached.

     2. Due to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to inventions or improvements generally listed below and the proprietary rights and obligations with respect to which I owe to the following party(ies):

	Invention or Improvement	Party(ies)
	Relationship
1.
2.
3.

o Additional sheets attached.

     3. Limited Exclusion Notification.

     This is to notify you in accordance with Section 2872 of the California Labor Code that the foregoing Agreement between you and Company does not require you to assign or offer to assign to Company any Invention that you develop entirely on your own time without using Company’s equipment, supplies, facilities or trade secret information, except for those Inventions that either:

     a. Relate at the time of conception or reduction to practice to Company’s business, or actual or demonstrably anticipated research or development; or

     b. Result from any work performed by you for Company.

     To the extent a provision in the foregoing Agreement purports to require you to assign an Invention otherwise excluded from the preceding paragraph, the provision is against the public policy of this state and is unenforceable.

     This limited exclusion does not apply to any patent or Invention covered by a contract between Company and the United States or any of its agencies requiring full title to such patent or Invention to be in the United States.

Exhibit B

EXECUTIVE CHANGE IN CONTROL SEVERANCE BENEFITS AGREEMENT

Exhibit C

RELEASE AGREEMENT

(To be signed on or within twenty-one (21) days after the employment termination date.)

     1. Consideration. I understand that my employment with Onyx Pharmaceuticals, Inc. (the "Company”) terminated effective                     , 20___(the “Separation Date”). The Company has agreed that if I timely sign this Release Agreement (“Release”) and allow it to become effective, the Company will provide me certain Severance Benefits pursuant to the terms of the Executive Employment Agreement (the “Agreement”) between myself and the Company. I understand that I am not entitled to the Severance Benefits unless I timely sign this Release and allow it to become effective.

     2. General Release. In exchange for the Severance Benefits to be provided to me under the Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge the Company and its parent, subsidiary, and affiliated entities, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, severance payments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing (including but not limited to claims based on or arising from the Agreement); (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (a) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company to which I am a party, the charter, bylaws, or under applicable law; (b) any rights which are not waivable as a matter of law; or (c) any claims for breach of the Agreement arising after the date that I sign the Release. In addition, nothing in this Release prevents me from filing, cooperating with, or participating in any investigation or proceeding before the Equal Employment Opportunity

Commission, the Department of Labor, the California Department of Fair Employment and Housing, or any other government agency, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge, investigation or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might have against any of the Released Parties that are not included in the Released Claims.

     3. ADEA Waiver. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA, that the consideration given for the Release is in addition to anything of value to which I was already entitled, and that I have been advised by this writing, as required by the ADEA, that: (a) my release of claims does not apply to any rights or claims that arise after the date I sign this Release; (b) I should consult with an attorney prior to signing this Release (although I may choose voluntarily not to do so); (c) I have twenty-one (21) days to consider this Release (although I may choose voluntarily to sign it sooner); (d) I have seven (7) days following the date I sign this Release to revoke it by providing written notice of my revocation to the Chairman of the Company’s Board of Directors; and (e) this Release will not be effective until the date upon which the revocation period has expired unexercised, which will be the eighth day after I sign this Release (“Effective Date”).

     4. Section 1542 Waiver. In giving the general release herein, which includes claims which may be unknown to me at present, I acknowledge that I have read and understand Section 1542 of the California Civil Code, which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any other jurisdiction of similar effect with respect to my release of claims, including but not limited to any unknown or unsuspected claims herein.

     5. Representations. I hereby represent that I have been paid all compensation owed and for all hours worked, have received all the leave and leave benefits and protections for which I am eligible, pursuant to the Family and Medical Leave Act or otherwise, and have not suffered any on-the-job injury for which I have not already filed a workers’ compensation claim.

     6. Additional Covenants. In addition to the above: (a) I hereby acknowledge and reaffirm my continuing obligations to the Company under the terms of my Confidential Information and Inventions Assignment Agreement; (b) I agree not to disparage the Company or any of the other Released Parties in any manner likely to be harmful to its or their business, business reputations, or personal reputations; (c) I agree to return, no later than my employment termination date, all Company property, documents, information, and materials, including but not limited to any and all embodiments (e.g., notes, computer-recorded information) of the Company’s proprietary or confidential information (and all reproductions thereof, in whole or in part) in my possession or control; and (d) I will not voluntarily provide assistance, information or advice, directly or indirectly (including through agents or attorneys), to any person or entity in connection with any claim or cause of action of any kind brought against the Company or its officers,

directors, or affiliated entities, nor induce or encourage any person or entity to bring such claims; provided that it shall not violate this covenant if I testify truthfully when required to do so by a valid subpoena or under similar compulsion of law.

Understood and Agreed:

N. Anthony Coles, an Individual

Date:

EX-10.2

Exhibit 10.2

EXECUTIVE CHANGE IN CONTROL
SEVERANCE BENEFITS AGREEMENT

     This Executive Change in Control Severance Benefits Agreement (the “Agreement”) is entered into as of the 22nd day of February, 2008 (the “Effective Date”), between N. Anthony Coles (“Executive”) and Onyx Pharmaceuticals, Inc. (the “Company”). This Agreement is intended to provide Executive with certain compensation and benefits in the event that Executive is subject to certain qualifying terminations of employment in connection with a Change in Control. Certain capitalized terms used in this Agreement are defined in Article 5.

     The Company and Executive hereby agree as follows:

ARTICLE 1

Scope of and Consideration for this Agreement

     1.1 The Company desires to employ Executive in the positions of President and Chief Executive Officer, and Executive wishes to be employed by the Company in such position.

     1.2 The Company and Executive wish to set forth the compensation and benefits that Executive shall be entitled to receive upon a Covered Termination.

     1.3 The duties and obligations of the Company to Executive under this Agreement shall be in consideration for Executive’s employment with the Company, and, with respect to the benefits described in Article 2 and any Gross-Up Payment described in Section 3.2, Executive’s execution of an effective Release in accordance with Section 3.1.

ARTICLE 2

Severance Benefits

     2.1 Severance Benefits. Upon a Covered Termination, Executive shall be entitled to receive the benefits set forth in Sections 2.2, 2.3, 2.4, 2.5, and 2.6.

     2.2 Cash Severance Benefits. The Company shall make a cash severance payment in a lump sum to Executive in an amount equal to the sum of (i) four (4) times Executive’s Base Salary.

     2.3 Health Continuation Coverage.

          (a) Provided that Executive is eligible for, and has made the necessary elections pursuant to COBRA under a health, dental, or vision plan sponsored by the Company, Executive shall be entitled to payment by the Company of all of the projected applicable premiums in a lump sum (inclusive of premiums for Executive’s dependents for such health, dental, or vision plan coverage as in effect immediately prior to the date of the Covered Termination) for such health, dental, or vision plan coverage for a period of twenty-four (24)

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months following the date of the Covered Termination, with such coverage counted as coverage pursuant to COBRA.

          (b) For purposes of this Section 2.3, (i) references to COBRA shall be deemed to refer also to analogous provisions of state law, and (ii) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive under a Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of Executive.

     2.4 Continued Life Insurance Benefit. The Company shall pay the portion of the premiums of Executive’s group life insurance coverage that the Company paid prior to the Covered Termination. Executive shall be entitled to twenty-four (24) months of such premium payments, but in no event shall such premium payments be made following the effective date of Executive’s coverage by a life insurance plan or policy of a subsequent employer. Executive shall be required to notify the Company in writing immediately if Executive becomes covered by a life insurance plan or policy of a subsequent employer.

     2.5 Outplacement Assistance. On behalf of Executive, the Company shall reimburse Executive for reasonable outplacement services actually incurred for a period of one (1) year following a Covered Termination with an outplacement service provider selected by the Company; provided, however, that the total cost to the Company of such outplacement services shall not exceed forty thousand dollars ($40,000).

     2.6 Stock Awards. The stock awards granted to Executive on or after the effective date of this Agreement shall contain the following provisions:

          (a) Vesting and Exercisability. The vesting and exercisability of Executive’s outstanding stock options and the vesting of Executive’s outstanding restricted stock awards shall be accelerated in full following a Covered Termination.

          (b) Term. Executive shall have twelve (12) months following a Covered Termination in which to exercise any outstanding stock options, but in no event shall such period exceed the expiration of the term of the stock option as set forth in the stock option agreement.

ARTICLE 3

Limitations and Conditions on Benefits

     3.1 Release Prior to Payment of Benefits. Upon the occurrence of a Covered Termination, and prior to the provision or payment of any benefits under this Agreement on account of such Covered Termination, Executive must execute a general waiver and release in substantially the form attached hereto and incorporated herein as Exhibit A, Exhibit B, or Exhibit C, as appropriate (each a “Release”), and such release must become effective in accordance with its terms. The Company may modify the Release in its discretion to comply with changes in applicable law until the date of a Covered Termination. Such Release shall specifically relate to all of Executive’s rights and claims in existence at the time of such execution and shall confirm Executive’s obligations under the Company’s standard form of proprietary information and inventions agreement. It is understood that, as specified in the

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applicable Release, Executive has a certain number of calendar days to consider whether to execute such Release. If Executive does not execute such Release within the applicable period, no benefits shall be provided or payable under this Agreement pursuant to a Covered Termination. It is further understood that if Executive is age 40 or older at the time of a Covered Termination, Executive may revoke the applicable Release within seven (7) calendar days after its execution. If Executive revokes such Release within such subsequent seven (7) day period, no benefits shall be provided or payable under this Agreement pursuant to such Covered Termination.

     3.2 Parachute Payments.

          (a) Parachute Payment Limitation. If any payment or benefit (including payments and benefits pursuant to this Agreement) Executive would receive in connection with a Change in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Payment are paid to Executive, which of the following two alternative forms of payment shall be paid to Executive: (i) payment in full of the entire amount of the Payment (a “Full Payment”), or (ii) payment of only a part of the Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). A Full Payment shall be made in the event that the quotient obtained by dividing (i) the excess of (a) the Full Payment, over (b) the Reduced Payment, by (ii) the Reduced Payment, is greater than ten percent (10%). A Reduced Payment shall be made in the event that the quotient obtained by dividing (i) the excess of (a) the Full Payment, over (b) the Reduced Payment, by (ii) the Reduced Payment, is less than or equal to ten percent (10%). If a Reduced Payment is made, (i) the Payment shall be paid only to the extent permitted under the Reduced Payment alternative, and Executive shall have no rights to any additional payments and/or benefits constituting the Payment, and (ii) reduction in payments and/or benefits shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of compensation from Executive’s equity awards is to be reduced, such acceleration of vesting shall be canceled in the reverse order of the date of grant unless Executive elects in writing a different order for cancellation.

          (b) Gross-Up Payment. If it is determined that the Payment would result in an Excise Tax, the Company shall pay and Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) from the Company in an amount that after the payment of all taxes (including, without limitation, (i) any income or employment taxes, (ii) any interest or penalties imposed with respect to such taxes, and (iii) any additional excise tax imposed by Section 4999 of the Code) on the Gross-Up Payment, Executive shall retain an amount equal to the full Excise Tax. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to have: (x) paid federal income taxes at the highest marginal rate of federal income and employment taxation for the calendar year in which the Gross-Up Payment is to be made, and (y) paid applicable state and local income taxes at the highest rate of taxation for

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the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Except as otherwise provided herein, Executive shall not be entitled to any additional payments or other indemnity arrangements in connection with the Payment or the Gross-Up Payment.

          (c) The independent registered public accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change in Control shall make all determinations required to be made under this Section 3.2. If the independent registered public accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such independent registered public accounting firm required to be made hereunder.

          (d) The independent registered public accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the independent registered public accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

     3.3 Certain Reductions and Offsets. To the extent that any federal, state or local laws, including, without limitation, the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any other so-called “plant closing” laws, require the Company to give advance notice or make a payment of any kind to Executive because of Executive’s involuntary termination due to a layoff, reduction in force, plant or facility closing, sale of business, change in control, or any other similar event or reason, the benefits payable under this Agreement shall be correspondingly reduced. The benefits provided under this Agreement are intended to satisfy any and all statutory obligations that may arise out of Executive’s involuntary termination of employment for the foregoing reasons, and the parties shall construe and enforce the terms of this Agreement accordingly.

     3.4 Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of a Covered Termination.

     3.5 Application of Section 409A. All payments provided under this Agreement are intended to constitute separate payments for purposes of Treasury Regulation Section 1.409A-2(b)(2). If Executive is a “specified employee” of the Company or any affiliate thereof (or any

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successor entity thereto) within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of a Covered Termination, then the cash severance payment provided under Section 2.2 and the lump sum health continuation coverage benefits provided under Section 2.3 (the “Payments”) shall be delayed until the earlier of: (i) the date that is six (6) months after the date of the Covered Termination, or (ii) the date of Executive’s death (such date, the “Delayed Payment Date”), and the Company (or the successor entity thereto, as applicable) shall pay to Executive a lump sum amount equal to the sum of the Payments that otherwise would have been paid to Executive on or before the Delayed Payment Date without any adjustment on account of such delay. The continued life insurance benefit provided under Section 2.4 is intended to qualify for the exception for reimbursements or in-kind benefits provided under Treasury Regulation Section 1.409A-3(i)(1)(iv). The outplacement assistance payments provided under Section 2.5 is intended to qualify for the exception for reimbursements provided under Treasury Regulation Section 1.409A-1(9)(v)(A). The Gross-Up Payment provided under Section 3.2(b) shall be paid by the end of Executive’s taxable year next following the Executive’s taxable year in which the Executive remits the related taxes as provided under Treasury Regulation Section 1.409A-3(i)(1)(v).

     3.6 Tax Withholding. All such payments under this Agreement shall be subject to applicable withholding for federal, state and local income and employment taxes.

     3.7 Indebtedness of Executive. If Executive is indebted to the Company on the effective date of a Covered Termination, the Company reserves the right to offset any severance payments under this Agreement by the amount of such indebtedness.

ARTICLE 4

Other Rights and Benefits

     Nothing in the Agreement shall prevent or limit Executive’s continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies or practices provided by the Company and for which Executive may otherwise qualify, nor shall anything herein limit or otherwise affect such rights as Executive may have under other agreements with the Company. Except as otherwise expressly provided herein, amounts that are vested benefits or that Executive is otherwise entitled to receive under any plan, policy, practice or program of the Company at or subsequent to the date of a Change in Control shall be payable in accordance with such plan, policy, practice or program.

ARTICLE 5

Definitions

     Unless otherwise provided, for purposes of the Agreement, the following definitions shall apply:

     5.1 “Base Salary” means the greater of (i) Executive’s annual base salary (excluding incentive pay, premium pay, commissions, relocation assistance or benefits, housing allowances, overtime, bonuses, and other forms of special or variable compensation) as in effect on the date

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of a Covered Termination, or (ii) Executive’s annual base salary (excluding incentive pay, premium pay, commissions, relocation assistance or benefits, housing allowances, overtime, bonuses, and other forms of special or variable compensation) as in effect on the date of a Change in Control.

     5.2 “Board” means the Board of Directors of the Company.

     5.3 “Change in Control” means one or more of the following events:

          (a) There is consummated a sale or other disposition of all or substantially of assets of the Company (other than a sale to an entity where at least fifty percent (50%) of the combined voting power of the voting securities of such entity are owned by the stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale).

          (b) Any person, entity or group (other than the Company, a subsidiary or affiliate of the Company, or a Company employee benefit plan, including any trustee of such plan acting as trustee) becomes the beneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.

          (c) There is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such transaction, the stockholders immediately prior to the consummation of such transaction do not own, directly or indirectly, outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such transaction or more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such transaction.

     5.4 “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

     5.5 “Code” means the Internal Revenue Code of 1986, as amended.

     5.6 “Company” means Onyx Pharmaceuticals, Inc. or, following a Change in Control, the surviving entity resulting from such transaction, or any subsequent surviving entity resulting from any subsequent Change in Control.

     5.7 “Constructive Termination” means that Executive voluntarily terminates employment resulting in a “separation from service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h) within a period of ninety (90) days after Executive provides written notice to the Company of the initial occurrence of one of the following actions taken without Executive’s written consent (which written notice must reasonably specify the particulars of the action); provided, however, following the receipt of notice by the Company, the Company shall have a period of thirty (30) days during which to remedy the action giving rise to a Constructive Termination; provided, further, if such action is remedied by the Company during such period, Constructive Termination shall be deemed not to have occurred:

6.

          (a) the assignment to Executive of duties or responsibilities that result in a material diminution in Executive’s function as in effect immediately prior to the effective date of the Change in Control, which diminution shall include the failure of the entity resulting from the Change in Control to employ Executive as its Chief Executive Officer;

          (b) a material reduction in Executive’s Base Salary, annual target bonus, or aggregate employee benefits;

          (c) a change in Executive’s business location of more than thirty-five (35) miles from the business location immediately prior to the effective date of the Change in Control;

          (d) a material breach by the Company of any provision of this Agreement; or

          (e) any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company, such assumption to be effective no later than the effective date of a Change in Control.

     5.8 “Covered Termination” means an Involuntary Termination Without Cause or a Constructive Termination, either of which occurs within twenty-four (24) months following the effective date of a Change in Control.

     5.9 “Involuntary Termination Without Cause” means Executive’s dismissal or discharge for reasons other than Cause resulting in a “separation from service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h). For this purpose, “Cause” means that, in the reasonable determination of the Company, Executive (i) has committed an intentional act or acted with gross negligence that has materially injured the business of the Company; (ii) has intentionally refused or failed to follow lawful and reasonable directions of the Board or the appropriate individual to whom Executive reports, after Executive is provided a reasonable opportunity to be heard on the issue by the Board; (iii) has willfully and habitually neglected Executive’s duties for the Company; or (iv) has been convicted of a felony involving moral turpitude that is likely to inflict or has inflicted material injury on the business of the Company. Notwithstanding the foregoing, Cause shall not exist based on conduct described in clause (ii) or (iii) unless the conduct described in such clause has not been cured within thirty (30) days following Executive’s receipt of written notice from the Company specifying the particulars of the conduct constituting Cause.

ARTICLE 6

General Provisions

     6.1 Employment Status. This Agreement does not constitute a contract of employment or impose upon Executive any obligation to remain as an employee, or impose on the Company any obligation (i) to retain Executive as an employee, (ii) to change the status of Executive as an at-will employee or (iii) to change the Company’s policies regarding termination of employment.

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     6.2 Notices. Any notices provided hereunder must be in writing, and such notices or any other written communication shall be deemed effective upon the earlier of personal delivery (including personal delivery by facsimile) or the third day after mailing by first class mail, to the Company at its primary office location and to Executive at Executive’s address as listed in the Company’s payroll records. Any payments made by the Company to Executive under the terms of this Agreement shall be delivered to Executive either in person or at the address as listed in the Company’s payroll records.

     6.3 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein.

     6.4 Waiver. If either party should waive any breach of any provisions of this Agreement, he or it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.

     6.5 Arbitration. Unless otherwise prohibited by law or specified below, all disputes, claims and causes of action, in law or equity, arising from or relating to this Agreement or its enforcement, performance, breach, or interpretation, including but not limited to statutory claims, shall be resolved solely and exclusively by final and binding arbitration held in San Francisco, California through JAMS, Inc. (“JAMS”) under the then existing JAMS employment law arbitration rules. However, nothing in this Section 6.5 is intended to prevent either party from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. By agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that Executive or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required if the dispute were decided in a court of law. Each party in any such arbitration shall be responsible for its own attorneys’ fees, costs and necessary disbursement; provided, however, that in the event one party refuses to arbitrate and the other party seeks to compel arbitration by court order, if such other party prevails, it shall be entitled to recover reasonable attorneys’ fees, costs and necessary disbursements. Pursuant to California Civil Code Section 1717, each party warrants that it was represented by counsel in the negotiation and execution of this Agreement, including the attorneys’ fees provision herein.

     6.6 Complete Agreement. This Agreement, including Exhibit A, Exhibit B and Exhibit C, constitutes the entire agreement between Executive and the Company and is the complete, final, and exclusive embodiment of their agreement with regard to this subject matter.

8.

It is entered into without reliance on any promise or representation other than those expressly contained herein.

     6.7 Amendment or Termination of Agreement; Continuation of Agreement. This Agreement may be changed or terminated only upon the mutual written consent of the Company and Executive. The written consent of the Company to a change or termination of this Agreement must be signed by an executive officer of the Company (other than Executive) after such change or termination has been approved by the Board. Unless so terminated, this Agreement shall continue in effect for as long as Executive continues to be employed by the Company or by any surviving entity following any Change in Control. In other words, if, following a Change in Control, Executive continues to be employed by the surviving entity without a Covered Termination and the surviving entity then undergoes a Change in Control, following which Executive is terminated by the subsequent surviving entity in a Covered Termination, then Executive shall receive the benefits described in Article 2 hereof.

     6.8 Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement. Signatures transmitted via facsimile shall be deemed equivalent to originals.

     6.9 Headings. The headings of the Articles and Sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.

     6.10 Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, and the Company, and any surviving entity resulting from a Change in Control and upon any other person who is a successor by merger, acquisition, consolidation or otherwise to the business formerly carried on by the Company, and their respective successors, assigns, heirs, executors and administrators, without regard to whether or not such person actively assumes any rights or duties hereunder; provided, however, that Executive may not assign any duties hereunder and may not assign any rights hereunder without the written consent of the Company, which consent shall not be withheld unreasonably.

     6.11 Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the law of the State of California, without regard to such state’s conflict of laws rules.

     6.12 Construction of Agreement. In the event of a conflict between the text of the Agreement and any summary, description or other information regarding the Agreement, the text of the Agreement shall control.

     6.13 Circular 230 Disclaimer. The following disclaimer is provided in accordance with the Internal Revenue Service’s Circular 230 (21 C.F.R. Part 10). Any tax advice contained in this Agreement is intended to be preliminary, for discussion purposes only, and not final. Any such advice is not intended to be used for marketing, promoting or recommending any transaction or for the use of any person in connection with the preparation of any tax return.

9.

Accordingly, this advice is not intented or written to be used, and it can not be used, by any person for the purpose of avoiding tax penalties that may be imposed on such person.

     In Witness Whereof, the parties have executed this Agreement on the Effective Date written above.

Onyx	Pharmaceuticals, Inc.	Executive
By:	/s/ Hollings C. Renton	/s/ N. Anthony Coles
	Hollings C. Renton	N. Anthony Coles
	Chief Executive Officer

Exhibit A:	Release (Individual Termination – Age 40 or Older)
Exhibit B:	Release (Individual and Group Termination – Under Age 40)
Exhibit C:	Release (Group Termination – Age 40 or Older)

10.

Exhibit A

RELEASE
(Individual Termination – Age 40 or Older)

     Certain capitalized terms used in this Release are defined in the Executive Change in Control Severance Benefits Agreement (the “Agreement”) which I have executed and of which this Release is a part.

     I hereby acknowledge and reaffirm my continuing obligations under the Company’s proprietary information and inventions agreement that I signed in connection with my employment.

     I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims, including but not limited to my release of unknown and unsuspected claims.

     Except as otherwise set forth in this Release, in exchange for the benefits I will receive under the Agreement which I am not otherwise entitled to receive, and as required by the Agreement, I hereby generally and completely release, acquit and forever discharge the Company and its parent, subsidiary, and affiliated entities, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, severance payments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing (including but not limited to claims based on or arising from the Agreement); (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (a) any rights or claims for indemnification I may have pursuant to any written indemnification

1.

agreement with the Company to which I am a party, the charter, bylaws, or under applicable law; (b) any rights which are not waivable as a matter of law; or (c) any claims for breach of the Agreement arising after the date that I sign the Release. In addition, nothing in this Release prevents me from filing, cooperating with, or participating in any investigation or proceeding before the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and Housing, or any other government agency, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge, investigation or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might have against any of the Released Parties that are not included in the Released Claims.

     I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA, that the consideration given for the Release is in addition to anything of value to which I was already entitled, and that I have been advised by this writing, as required by the ADEA, that: (a) my release of claims does not apply to any rights or claims that arise after the date I sign this Release; (b) I should consult with an attorney prior to signing this Release (although I may choose voluntarily not to do so); (c) I have twenty-one (21) days to consider this Release (although I may choose voluntarily to sign it sooner); (d) I have seven (7) days following the date I sign this Release to revoke it by providing written notice of my revocation to the Chairman of the Company’s Board of Directors; and (e) this Release will not be effective until the date upon which the revocation period has expired unexercised, which will be the eighth day after I sign this Release (the “Effective Date”).

     I hereby represent that I have been paid all compensation owed and for all hours worked, have received all the leave and leave benefits and protections for which I am eligible, pursuant to the Family and Medical Leave Act or otherwise, and have not suffered any on-the-job injury for which I have not already filed a workers’ compensation claim.

     In addition to the above: (a) I agree not to disparage the Company or any of the other Released Parties in any manner likely to be harmful to its or their business, business reputations, or personal reputations; (b) I agree to return, no later than my employment termination date, all Company property, documents, information, and materials, including but not limited to any and all embodiments (e.g., notes, computer-recorded information) of the Company’s proprietary or confidential information (and all reproductions thereof, in whole or in part) in my possession or control; and (c) I will not voluntarily provide assistance, information or advice, directly or indirectly (including through agents or attorneys), to any person or entity in connection with any claim or cause of action of any kind brought against the Company or its officers, directors, or affiliated entities, nor induce or encourage any person or entity to bring such claims; provided that it shall not violate this covenant if I testify truthfully when required to do so by a valid subpoena or under similar compulsion of law.

[Executive]

Date:

2.

Exhibit B

RELEASE
(Individual and Group Termination – Under Age 40)

     Certain capitalized terms used in this Release are defined in the Executive Change in Control Severance Benefits Agreement (the “Agreement”) which I have executed and of which this Release is a part.

     I hereby acknowledge and reaffirm my continuing obligations under the Company’s proprietary information and inventions agreement that I signed in connection with my employment.

     I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims, including but not limited to my release of unknown and unsuspected claims.

     Except as otherwise set forth in this Release, in exchange for the benefits I will receive under the Agreement which I am not otherwise entitled to receive, and as required by the Agreement, I hereby generally and completely release, acquit and forever discharge the Company and its parent, subsidiary, and affiliated entities, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, severance payments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing (including but not limited to claims based on or arising from the Agreement); (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (a) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company to which I am a party, the charter, bylaws, or under applicable

1.

law; (b) any rights which are not waivable as a matter of law; or (c) any claims for breach of the Agreement arising after the date that I sign the Release. In addition, nothing in this Release prevents me from filing, cooperating with, or participating in any investigation or proceeding before the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and Housing, or any other government agency, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge, investigation or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might have against any of the Released Parties that are not included in the Released Claims.

     I acknowledge that the consideration given under the Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing that: (a) my waiver and release do not apply to any rights or claims that may arise on or after the date I sign this Release; (b) I have the right to consult with an attorney prior to signing this Release (although I may choose voluntarily not to do so); and (C) I have twenty-one (21) days to consider this Release (although I may choose voluntarily to sign this Release earlier). This Release will be effective as of the date that I sign and return it to the Company (the “Effective Date”).

     I hereby represent that I have been paid all compensation owed and for all hours worked, have received all the leave and leave benefits and protections for which I am eligible, pursuant to the Family and Medical Leave Act or otherwise, and have not suffered any on-the-job injury for which I have not already filed a workers’ compensation claim.

     In addition to the above: (a) I agree not to disparage the Company or any of the other Released Parties in any manner likely to be harmful to its or their business, business reputations, or personal reputations; (b) I agree to return, no later than my employment termination date, all Company property, documents, information, and materials, including but not limited to any and all embodiments (e.g., notes, computer-recorded information) of the Company’s proprietary or confidential information (and all reproductions thereof, in whole or in part) in my possession or control; and (c) I will not voluntarily provide assistance, information or advice, directly or indirectly (including through agents or attorneys), to any person or entity in connection with any claim or cause of action of any kind brought against the Company or its officers, directors, or affiliated entities, nor induce or encourage any person or entity to bring such claims; provided that it shall not violate this covenant if I testify truthfully when required to do so by a valid subpoena or under similar compulsion of law.

[Executive]

Date:

2.

Exhibit C

RELEASE
(Group Termination – Age 40 or Older)

     Certain capitalized terms used in this Release are defined in the Executive Change in Control Severance Benefits Agreement (the “Agreement”) which I have executed and of which this Release is a part.

     I hereby acknowledge and reaffirm my continuing obligations under the Company’s proprietary information and inventions agreement that I signed in connection with my employment.

     I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims, including but not limited to my release of unknown and unsuspected claims.

     Except as otherwise set forth in this Release, in exchange for the benefits I will receive under the Agreement which I am not otherwise entitled to receive, and as required by the Agreement, I hereby generally and completely release, acquit and forever discharge the Company and its parent, subsidiary, and affiliated entities, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, severance payments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing (including but not limited to claims based on or arising from the Agreement); (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (a) any rights or claims for indemnification I may have pursuant to any written indemnification

1.

agreement with the Company to which I am a party, the charter, bylaws, or under applicable law; (b) any rights which are not waivable as a matter of law; or (c) any claims for breach of the Agreement arising after the date that I sign the Release. In addition, nothing in this Release prevents me from filing, cooperating with, or participating in any investigation or proceeding before the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and Housing, or any other government agency, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge, investigation or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might have against any of the Released Parties that are not included in the Released Claims.

     I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA, that the consideration given for the Release is in addition to anything of value to which I was already entitled, and that I have been advised by this writing, as required by the ADEA, that: (a) my release of claims does not apply to any rights or claims that arise after the date I sign this Release; (b) I should consult with an attorney prior to signing this Release (although I may choose voluntarily not to do so); (c) I have forty-five (45) days to consider this Release (although I may choose voluntarily to sign it sooner); (d) I have seven (7) days following the date I sign this Release to revoke it by providing written notice of my revocation to the Chairman of the Company’s Board of Directors; and (e) this Release will not be effective until the date upon which the revocation period has expired unexercised, which will be the eighth day after I sign this Release (the “Effective Date”).

     In addition, I acknowledge that I have received with this Release a written disclosure as required under Title 29 U.S. Code Section 626(f)(1)(H)), which includes information concerning the job titles and ages of all employees who were terminated as part of this group termination, the criteria used by the Company in selecting employees for the group termination, and the job titles and ages of all employees of the Company in the same job classification or organizational unit who were not terminated as part of this group termination.

     I hereby represent that I have been paid all compensation owed and for all hours worked, have received all the leave and leave benefits and protections for which I am eligible, pursuant to the Family and Medical Leave Act or otherwise, and have not suffered any on-the-job injury for which I have not already filed a workers’ compensation claim.

2.

     In addition to the above: (a) I agree not to disparage the Company or any of the other Released Parties in any manner likely to be harmful to its or their business, business reputations, or personal reputations; (b) I agree to return, no later than my employment termination date, all Company property, documents, information, and materials, including but not limited to any and all embodiments (e.g., notes, computer-recorded information) of the Company’s proprietary or confidential information (and all reproductions thereof, in whole or in part) in my possession or control; and (c) I will not voluntarily provide assistance, information or advice, directly or indirectly (including through agents or attorneys), to any person or entity in connection with any claim or cause of action of any kind brought against the Company or its officers, directors, or affiliated entities, nor induce or encourage any person or entity to bring such claims; provided that it shall not violate this covenant if I testify truthfully when required to do so by a valid subpoena or under similar compulsion of law.

[Executive]

Date:

3.

EX-10.3

Exhibit 10.3

February 22, 2008

VIA HAND DELIVERY

Mr. Hollings C. Renton
Onyx Pharmaceuticals, Inc.
2100 Powell Street
Emeryville, CA 94608

Re: Retirement Agreement

Dear Hollings:

This letter sets forth the terms of the retirement agreement (the “Agreement”) that Onyx Pharmaceuticals, Inc. (the “Company”) is offering to you to facilitate your retirement from the Company:

     1. Retirement Date. On March 31, 2008, as you have indicated to the Company, you will retire from your position as President and Chief Executive Officer and from any other employment-related office or employment-related position you hold with the Company, and your employment with the Company will end (the “Retirement Date”). Until the Retirement Date, you will continue to use reasonably diligent efforts to perform your assigned duties and responsibilities, and continue to report to the Company’s Board of Directors (the “Board”). During your continued employment through the Retirement Date, you will receive your regular base salary payments and benefits which you currently receive. Of course, you must continue to comply with all of the Company’s policies and procedures during your continued employment and the Board retains the discretion to accelerate the Retirement Date if you willfully breach in any material way any Company policies or procedures, or any of your other obligations to the Company, in any such event, after you are given written notice of the breach in reasonable detail and, if curable, a reasonable opportunity to cure. In addition, as you have indicated to the Company, effective as of the Retirement Date, you will resign your position as a director on the Board and the Company will accept that resignation, which will be reflected in a signed resignation letter to the Board substantially in the form attached hereto as Exhibit C.

     2. Accrued Salary and Vacation. On the Retirement Date, the Company will pay you all accrued salary, and all accrued and unused vacation earned through the Retirement Date, subject to standard payroll deductions and withholdings. You are entitled to these payments by law.

     3. Retirement Benefits. If you: (a) timely sign, and date this Agreement, and allow it to become effective; and (b) sign and date the Retirement Date Release attached hereto as

Mr. Hollings C. Renton
February 22, 2008
Page 2

Exhibit A on or within 21 days after the Retirement Date, and allow the Retirement Date Release to become effective; then the Company will provide you with the following retirement benefits (the “Retirement Benefits”):

          (a) Retirement Payment. The Company will make a single lump sum retirement payment (the “Retirement Payment”) of $1,045,000. The Retirement Payment will be subject to required payroll deductions and withholdings, and will be paid within two (2) business days after the Effective Date of the Retirement Date Release (as defined in Exhibit A).

          (b) Insurance Benefits. As provided by the federal COBRA law and comparable state insurance laws (collectively, “COBRA”), and by the Company’s current group health insurance policies, you will be eligible to continue your current group health insurance benefits at your own expense for a period of time following the Retirement Date and, later, to convert to an individual policy if you wish. You will be provided with a separate notice of your COBRA rights and obligations on or after the Retirement Date. If you timely elect continued coverage under COBRA, as part of this Agreement, the Company will reimburse your COBRA premiums (including cost of dependent coverage, if applicable) sufficient to continue your current level of health insurance coverage (including group medical, dental and vision insurance coverage) for a period of twelve (12) months from the Retirement Date provided that you remain eligible for COBRA coverage. The Company also will reimburse you for your documented premiums for your current level of life insurance coverage for twelve (12) months from the Retirement Date, up to the premium amounts paid by the Company currently for such insurance coverage.

          (c) Administrative Support. For the twelve (12) month period following the Retirement Date, the Company will pay up to a maximum amount of $80,000 for reasonable administrative support services for you, provided by an independent contractor you select, subject to the approval of the Company which shall not be unreasonably withheld, who will provide such administrative services at your direction. Payments will be made directly to the independent contractor in response to invoices specifying the services provided.

          (d) D&O Insurance. The Company covenants that, so long as it maintains any D&O insurance for any of its officers or directors, you shall at all times be covered by such insurance, whether as a current officer and director until the Retirement Date, or as a former officer or director or otherwise after the Retirement Date, with coverage equivalent to the coverage afforded the Company’s officers and directors at the time; provided, however, that you shall receive such D&O insurance coverage only for the same period of time as the period for which you are entitled to indemnification under the terms of your Indemnification Agreement with the Company dated May 7, 1996 (the “Indemnification Agreement,” attached hereto as Exhibit D). The Indemnification Agreement is incorporated by reference herein; it is not superseded or modified by this Agreement; and it will continue in full force and effect after the Effective Date of this Agreement.

     4. Consulting Agreement. You will serve as a consultant to the Company under the terms specified below, commencing on the Retirement Date and continuing through the

Mr. Hollings C. Renton
February 22, 2008
Page 3

earlier of the following (the “Consulting Period”): (a) three (3) years and one day after the Retirement Date; (b) ten (10) days after you give written notice of termination of the Consulting Period in your discretion, at any time following three (3) months after the commencement of the Consulting Period; or (c) the date that the Company terminates the Consulting Period due to any willful material breach by you of this Agreement or the Proprietary Information Agreement (as defined in Section 4(d)), in any such event, after you are given written notice of the breach in reasonable detail and, if curable, a reasonable opportunity to cure.

          (a) Consulting Services. You agree to provide consulting services to the Company in any area of your expertise upon request by the Chief Executive Officer (“CEO”) of the Company. During the Consulting Period, you will report directly to the CEO, or as otherwise specified by the CEO. You agree to exercise a reasonable degree of professionalism and utilize your expertise and creative talents in performing these services. For the first three (3) months after the Retirement Date, your consulting services will include providing transition assistance and briefing to the CEO for up to a maximum of forty (40) hours per month. During the remaining portion of the Consulting Period, you agree: (i) to make yourself available to provide up to ten (10) hours of consulting services per month as requested by the CEO; and (ii) to research and prepare written reports to the CEO on a quarterly basis concerning applicable market trends, scientific and commercial opportunities, and the competitive environment (the “Quarterly Reports”).

          (b) Consulting Fees and Benefits.

               (i) Consulting Fees. During the Consulting Period, you will be paid consulting fees of $625.00 per hour (“Consulting Fees”) for each hour or portion thereof that you actually provide consulting services to the Company as described in Section 4(a). You shall invoice these fees (and any legitimate out-of-pocket expenses you incur in good faith in providing Consulting Services to the Company) to the Company as often as monthly, and the Company shall pay you such fees and expenses within fifteen (15) days after receipt of each such invoice.

               (ii) Independent Contractor Relationship. During the Consulting Period, your consulting relationship with the Company will be that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. As an independent contractor, during the Consulting Period you will not be entitled to, and will not receive, except as expressly set forth otherwise herein, any of the benefits which the Company may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing, 401(k) Plan matching contributions, or retirement benefits, other than any rights you may otherwise have with respect to such benefits due to your status as a former employee including your rights to continued group health insurance coverage pursuant to COBRA.

               (iii) Taxes and Withholding. You are solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of consulting services and

Mr. Hollings C. Renton
February 22, 2008
Page 4

receipt of Consulting Fees under this Agreement. You are solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. The Company will not withhold from the Consulting Fees any amount for taxes, social security or other payroll deductions. The Company will regularly report the Consulting Fees paid to you by filing Form 1099-MISC with the Internal Revenue Service as required by law. You hereby acknowledge that you will be entirely responsible for payment of any such taxes.

               (iv) Stock Option. Your outstanding stock options and restricted stock awards (the “Equity Awards”) will continue to vest during the Consulting Period, provided that you remain in compliance with the terms of this Agreement. You will have one (1) year to exercise any vested shares following the end of the Consulting Period, provided, however, that in no event will any exercise period be extended beyond the original term of the applicable option grant. The Equity Awards which are options that vest during the Consulting Period will cease being incentive stock options under Section 422 of the Internal Revenue Code due to the extension of your vesting period beyond your employment termination. The Company represents and warrants to you that the applicable equity plan documents and agreements allow for and do not prohibit the continued vesting and additional time to exercise provided in this Agreement.

          (c) Limitations on Authority. You will have no responsibilities or authority as a consultant to the Company other than as provided above. As a consultant, you agree not to represent or purport to represent the Company in any manner whatsoever to any third party unless expressly authorized by the CEO or Board, in writing, to do so.

          (d) Proprietary Information and Inventions. You agree that Sections 1, 4 and 5 (excluding the second paragraph of Section 5) of the Proprietary Information, Inventions and Non-Solicitation Agreement between you and the Company dated March 30, 1993 (the “Proprietary Information Agreement” a copy of which is attached hereto as Exhibit B) shall govern any Company information to which you have access or which you develop, or inventions made by you, while performing consulting services during the Consulting Period.

          (e) Other Work Activities. Throughout the Consulting Period, you retain the right to engage in employment, consulting, or other work relationships in addition to your work for the Company, provided that such other employment, consulting, or work relationships do not interfere in any material way with your continuing obligations to the Company or otherwise create a material conflict of interest with the Company; provided, however, that (a) you may continue your service on the Boards on which you currently serve, and (b) you may undertake any such activity with the prior written approval of the Company, which approval shall not be unreasonably withheld. The Company will make reasonable arrangements to enable you to perform your work for the Company at such times and in such a manner so that it will not interfere with other activities in which you may engage. If you willfully and materially breach Section 4(e) or the Proprietary Information Agreement, in any such event, after you are given written notice of the breach in reasonable detail and, if curable, a reasonable opportunity to cure,

Mr. Hollings C. Renton
February 22, 2008
Page 5

then, in addition to any other remedies, the Company’s obligation to pay you Consulting Fees will cease immediately, the Company will have the right to terminate the Consulting Period as provided in Section 4 of this Agreement, and you will not receive option vesting after the date of your material breach.

     5. Other Compensation or Benefits. You acknowledge that, except as expressly provided in this Agreement, you have not earned and will not receive from the Company any additional compensation, including but not limited to salary or bonuses, severance or employee benefits during your continued employment or after the Retirement Date. By way of example, but not limitation, you acknowledge and agree that you are not eligible for any bonus compensation for 2008. You further acknowledge and agree that you are not currently entitled to receive any Change in Control severance benefits (including without limitation any accelerated vesting of your stock options provided for in your stock option agreements or the Company’s stock option plan). In addition, you agree that the Executive Change in Control Severance Benefits Agreement between you and the Company remains effective through the Retirement Date and terminates thereafter.

     6. Proprietary Information Obligations. You acknowledge and reaffirm your obligations under your Proprietary Information Agreement which continue during your continued employment, and both during and after the Consulting Period.

     7. Return of Company Property. You agree to return to the Company, on the Retirement Date or earlier if requested by the Company, all Company documents (and all copies thereof) and other property of the Company in your possession or control, including, but not limited to, Company files, notes, correspondence, memoranda, notebooks, drawings, records, reports, lists, compilations of data, proposals, agreements, drafts, minutes, studies, plans, forecasts, purchase orders, financial and operational information, product and training information, research and development information, contact lists or directories, sales and marketing information, personnel and compensation information, vendor information, promotional literature and instructions, product specifications and manufacturing information, computer-recorded information, electronic information (including e-mail and correspondence), other tangible property and equipment (including, but not limited to, computer equipment, facsimile machines, and cellular telephones), credit cards, entry cards, identification badges and keys; and any materials of any kind that contain or embody any proprietary or confidential information of the Company (and all reproductions thereof in whole or in part); provided, however, that you may keep the Company’s laptop computer and Blackberry provided to you by the Company (collectively, the “Computer Equipment”), and the Company transfers its ownership rights in such Computer Equipment to you effective as of the Effective Date of the Retirement Date Release. The Computer Equipment is provided in its “as is” condition and without warranty or guarantee of any kind. You agree that you will make a diligent and timely search to locate any such documents, property and information. In addition, with respect to any personally owned computer, server, or e-mail system, or the Computer Equipment, which you have used to receive, store, review, prepare or transmit any Company confidential or proprietary data, materials or information, then you agree to provide the Company, no later than the

Mr. Hollings C. Renton
February 22, 2008
Page 6

Retirement Date, with a computer-useable copy of all such information and then permanently delete and expunge such Company confidential or proprietary information from those systems without retaining any reproductions (in whole or in part); and you agree to provide the Company access to your system and the Computer Equipment as requested to verify that the necessary copying and/or deletion is done. Your timely compliance with this Section 7 is a precondition to your eligibility for the Retirement Benefits. Notwithstanding the foregoing, you will not be required to return, on the Retirement Date, any documents or other property that you determine in your reasonable judgment you need to retain for your use in connection with your consulting relationship with the Company, which you must identify in written form and provide to the CEO to approve for your retention (which approval will not be unreasonably withheld), provided, however, that any such retained documents and property (with the exception of the Computer Equipment) must be immediately returned upon termination of the Consulting Period or any earlier written demand by the CEO.

     8. Nonsolicitation. You agree that during your continued employment and the Consulting Period, and for one year following the termination of the Consulting Period, you will not, either directly or through others, solicit or attempt to solicit any employee, consultant, or independent contractor of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity.

     9. Nondisparagement. You agree not to disparage the Company or the Company’s officers, directors, employees, shareholders, parents, subsidiaries, affiliates, and agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation, and the Company (through its officers and directors) agrees not to disparage you in any manner likely to be harmful to your business, business reputation or personal reputation; provided that the parties may respond accurately and fully to any question, inquiry or request for information when required by legal process

     10. Dispute Resolution. To aid in the rapid and economical resolution of any disputes which may arise under this Agreement, you and the Company agree that any and all claims, disputes or controversies of any nature whatsoever arising from or regarding the interpretation, performance, negotiation, execution, enforcement or breach of this Agreement, your employment, or the termination of your employment, including but not limited to any statutory claims, shall be resolved by confidential, final and binding arbitration conducted before a single arbitrator with JAMS, Inc. (“JAMS”) in San Francisco, California, in accordance with JAMS’ then-applicable arbitration rules. The parties acknowledge that by agreeing to this arbitration procedure, they waive the right to resolve any such dispute through a trial by jury, judge or administrative proceeding. You will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be available under applicable law in a court proceeding; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which

Mr. Hollings C. Renton
February 22, 2008
Page 7

the award is based. The Company shall bear JAMS’ arbitration fees and administrative costs. Nothing in this Agreement shall prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. The arbitrator, and not a court, shall be authorized to determine whether the provisions of this paragraph apply to a dispute, controversy or claim sought to be resolved in accordance with these arbitration procedures.

     11. No Voluntary Adverse Action. You agree that you will not voluntarily (except in response to legal compulsion) assist any person in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceeding against the Company, its parent or subsidiary entities, affiliates, officers, directors, employees or agents, provided, however, that you are not hereby precluded from bringing any such an action on your own behalf with respect to any Excluded Claims (as defined in Section 15).

     12. Cooperation. You agree to cooperate fully with the Company in connection with its actual or contemplated defense, prosecution, or investigation of any claims or demands by or against third parties, or other matters arising from events, acts, or failures to act that occurred during the period of your employment by the Company. Such cooperation includes, without limitation, making yourself available to the Company upon reasonable notice, without subpoena, to provide complete, truthful and accurate information in witness interviews, depositions, and trial testimony. The Company will reimburse you for reasonable out-of-pocket expenses you incur in connection with any such cooperation (excluding foregone wages, salary, or other compensation) and will make reasonable efforts to accommodate your scheduling needs. In addition, you agree to execute all documents (if any) necessary to carry out the terms of this Agreement.

     13. Disclosure of Agreement. You hereby acknowledge and agree that this Agreement and a description of the terms set forth herein will be filed by the Company with the Securities and Exchange Commission pursuant to its obligations as a reporting company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and consequently shall be publicly available. The Company will prepare a press release regarding your retirement for your approval (which shall not be unreasonably withheld), and all public statements regarding your retirement shall have substantially the same tone and substance as the press release.

     14. No Admissions. Nothing contained in this Agreement shall be construed as an admission by you or the Company of any liability, obligation, wrongdoing or violation of law.

     15. General Release. In exchange for the consideration provided to you by this Agreement that you are not otherwise entitled to receive, you hereby generally and completely release, acquit and forever discharge the Company, and its parent, subsidiary, and affiliated entities, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and

Mr. Hollings C. Renton
February 22, 2008
Page 8

obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that you sign this Agreement (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to your employment with the Company, or the termination of that employment; (b) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, severance payments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (a) any rights or claims for indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party (including but not limited to the Indemnification Agreement), the charter, bylaws, or operating agreements of the Company, or under applicable law; (b) any rights which are not waivable as a matter of law; (c) any claims arising from this Agreement or any breach of this Agreement; (d) any vested or vesting rights under any Company pension, retirement, equity or other benefit plans, (e) claims for health and other insurance benefits based on claims already submitted or which are covered claims properly submitted in the future, or (f) claims arising out of events, acts or omissions after the date you sign this Agreement. In addition, nothing in this Agreement prevents you from filing, cooperating with, or participating in any investigation or proceeding before the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and Housing, or any other government agency, except that you hereby waive your right to any monetary benefits in connection with any such claim, charge, investigation or proceeding. You hereby represent and warrant that, other than the Excluded Claims, you are not aware of any claims you have or might have against any of the Released Parties that are not included in the Released Claims.

     16. ADEA Waiver. You hereby acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the ADEA, and that the consideration given for the waiver and release you have given in this Agreement is in addition to anything of value to which you were already entitled. You further acknowledge that: (a) your waiver and release do not apply to any rights or claims that may arise after the date you sign this Agreement; (b) you should consult with an attorney prior to signing this Agreement (although you may voluntarily decide not to do so); (c) you have twenty-one (21) days to consider this Agreement (although you may choose voluntarily to sign this Agreement sooner); (d) you have seven (7) days following the date you sign this Agreement to revoke this Agreement (in a written revocation sent to and received by the Company’s Chief Executive Officer); and (e) this

Mr. Hollings C. Renton
February 22, 2008
Page 9

Agreement will not be effective until the date upon which the revocation period has expired, which will be the eighth day after you sign this Agreement, provided that you do not revoke it (the “Effective Date”).

     17. Section 1542 Waiver. In giving the release herein, which includes claims which may be unknown to you at present, you acknowledge that you have read and understand Section 1542 of the California Civil Code, which reads as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
(California Civil Code section 1542)

You hereby expressly waive and relinquish all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction with respect to your release of claims in this Agreement, including your release of unknown and unsuspected claims.

     18. Entire Agreement. This Agreement, including all exhibits, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to the subject matter hereof. It supersedes any and all other agreements entered into by and between you and the Company on its subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein. It may not be modified except in a written agreement approved by the Board and signed by you and a duly authorized officer of the Company. Each party has carefully read this Agreement, has been afforded the opportunity to be advised of its meaning and consequences by his or its respective attorneys, and signed the same of his or its own free will. Any ambiguity in this Agreement shall not be construed against either party as the drafter.

     19. Attorneys’ Fees. If either you or the Company brings any action to enforce rights under this Agreement, the party successful in enforcing this Agreement shall be entitled to recover reasonable attorneys’ fees and costs (including in collection and on appeal) incurred by that party in connection with such action.

     20. Successors and Assigns. This Agreement will bind the heirs, personal representatives, successors, assigns, executors and administrators of each party, and will inure to the benefit of each party, its heirs, successors and assigns. The Company agrees to obtain the assumption of this Agreement by any successor or assign of the Company. Any failure by the Company to obtain such assumption shall be a material breach which automatically accelerates the vesting of all of your unvested Equity Awards.

     21. Applicable Law. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State of California without regard to conflict of laws principles.

Mr. Hollings C. Renton
February 22, 2008
Page 10

     22. Severability; Waiver of Breach. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question shall be deemed modified so as to be rendered enforceable in a manner consistent with the intent of the parties, insofar as possible under applicable law. Any waiver of a breach of this Agreement, or rights hereunder, shall be in writing and shall not be deemed to be a waiver of any successive breach or rights hereunder.

     23. Counterparts. This Agreement may be executed in two counterparts, each of which will be deemed an original, all of which together constitutes one and the same instrument. Facsimile signatures are as effective as original signatures.

If this Agreement is acceptable to you, please sign below within twenty-one (21) days of your receipt of this Agreement, and return the fully signed original to me. If you do not sign this Agreement within the aforementioned timeframe and promptly return it to me, then the Company’s offer of Retirement Benefits contained herein will expire.

We wish you the best in your retirement, and look forward to continuing to work with you prior to and during the Consulting Period.

Sincerely,

Onyx Pharmaceuticals, Inc.
By:	/s/ Paul Goddard      Paul Goddard, Chairman
	Compensation Committee, Board of Directors

Exhibit A — Retirement Date Release
Exhibit B — Proprietary Information, Inventions and Non-Solicitation Agreement
Exhibit C — Form of Board Resignation Letter
Exhibit D — Indemnification Agreement

Understood and Agreed:

     /s/ Hollings C. Renton Hollings C. Renton

Date: February 22, 2008

Exhibit A

RETIREMENT DATE RELEASE

(To be signed on or within 21 days after the Retirement Date)

     Pursuant to the terms of the Retirement Agreement (the “Agreement”) between Onyx Pharmaceuticals, Inc. (the “Company”) and me dated February 22, 2008, and as a condition of the Retirement Benefits to be provided to me under the Agreement, I hereby provide the following Retirement Date Release (the “Release”). I understand that I am not entitled to the Retirement Benefits unless I timely sign this Release and allow it to become effective.

     1. General Release. In exchange for the Retirement Benefits to be provided to me that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge the Company and its parent, subsidiary, and affiliated entities, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, severance payments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing (including but not limited to claims based on or arising from the Agreement); (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (a) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company to which I am a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; (b) any rights which are not waivable as a matter of law; (c) any claims arising from this Agreement or any breach of the Agreement; (d) any vested or vesting rights under any Company pension, retirement, equity or other benefit plans; (e) claims for health and other insurance benefits based on claims already submitted or which are covered claims properly submitted in

A-1

the future; or (f) claims arising out of events, acts or omissions after the date you sign this Agreement. In addition, nothing in this Release prevents me from filing, cooperating with, or participating in any investigation or proceeding before the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and Housing, or any other government agency, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge, investigation or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might have against any of the Released Parties that are not included in the Released Claims.

     2. ADEA Waiver. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA, that the consideration given for the Release is in addition to anything of value to which I was already entitled, and that I have been advised by this writing, as required by the ADEA, that: (a) my release of claims does not apply to any rights or claims that arise after the date I sign this Release; (b) I should consult with an attorney prior to signing this Release (although I may choose voluntarily not to do so); (c) I have twenty-one (21) days to consider this Release (although I may choose voluntarily to sign it sooner); (d) I have seven (7) days following the date I sign this Release to revoke it by providing written notice of my revocation to the Company’s Board of Directors; and (e) this Release will not be effective until the date upon which the revocation period has expired unexercised, which will be the eighth day after I sign this Release (“Effective Date”).

     3. Section 1542 Waiver. In giving the general release herein, which includes claims which may be unknown to me at present, I acknowledge that I have read and understand Section 1542 of the California Civil Code, which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any other jurisdiction of similar effect with respect to my release of claims, including but not limited to any unknown or unsuspected claims herein.

     4. Representations. I hereby represent that I have been paid all compensation owed and for all hours worked, have received all the leave and leave benefits and protections for which I am eligible, pursuant to the Family and Medical Leave Act or otherwise, and have not to the best of my knowledge suffered any on-the-job injury for which I have not already filed a workers’ compensation claim.

Understood and Agreed:

Hollings C. Renton

Date:

A-2

Exhibit B

PROPRIETARY INFORMATION, INVENTIONS AND NON-SOLICITATION AGREEMENT

B-1

Exhibit C

FORM OF BOARD RESIGNATION LETTER

March 31, 2008

Board of Directors
Onyx Pharmaceuticals, Inc.
2100 Powell Street
Emeryville, CA 94608

Re: Resignation of Director Position

To the Board:

This letter confirms my resignation from my position as a director on the Board of Directors of Onyx Pharmaceuticals, Inc., effective March 31, 2008. I am extremely honored and pleased to have been a member of the Board for the previous fifteen years, and to have worked with all of you as a member of the Onyx Pharmaceuticals team during my long tenure with the Company.

My best wishes for the continued success of the Company, and I look forward to assisting with the Company’s future successes in my new role as a consultant to the Company.

Sincerely,

Hollings C. Renton

C-1

Exhibit D

INDEMNIFICATION AGREEMENT

D-1

EX-99.1

Exhibit 99.1

Contacts:
Investors	Media
Julie Wood	Monique Greer
Vice President, Investor Relations	WeissComm Partners
510-597-6505	206-420-9864

Onyx Pharmaceuticals Names N. Anthony Coles, M.D. as
President, Chief Executive Officer and Member of its Board of Directors

Emeryville, CA — February 26, 2008 — Onyx Pharmaceuticals, Inc. (Nasdaq: ONXX) today announced that it has appointed N. Anthony Coles, M.D., president, chief executive officer and a member of the company’s board of directors, effective March 31, 2008. Dr. Coles succeeds Hollings C. Renton, who announced his retirement plans last October. Mr. Renton is retiring as president, chief executive officer, chairman and member of the Onyx Board of Directors on the same date.

“Tony is the ideal person to lead Onyx as we build on the success of Nexavar,” said Mr. Renton, president, chief executive officer, and chairman of Onyx. “He is a proven leader with a track record of success in building commercial teams and working with corporate collaborators to maximize product opportunities. His extensive executive and operations-based background will be a major contributor to driving value for Onyx, and we are delighted that he will be joining the company.”

“It is an honor and a privilege to be joining Onyx at this exciting time in the company’s history,” said Dr. Coles. “I believe the Nexavar franchise holds tremendous commercial growth potential and further clinical promise. Together with Onyx’s talented employees and strong partner, Bayer, we intend to bring the unique benefits of Nexavar to cancer patients around the globe. Through this and other initiatives, we look forward to achieving our goals and building sustainable long-term value for stockholders.”

“The members of the Onyx board welcome Tony and thank Hollings for his dedicated leadership over the last 15 years,” said Wendell Wierenga, Ph.D., a member of the Onyx board and chairman of the nominating and governance committee. “During Hollings’ tenure, Nexavar was discovered, developed, approved in two indications, and successfully launched. On behalf of the company, we appreciate his vision and success commercializing this promising new cancer therapeutic.”

Most recently Dr. Coles was president, chief executive officer, and a member of the board of directors of NPS Pharmaceuticals, Inc., a biotechnology company focused on the discovery and development of novel therapeutics. Before joining NPS Pharmaceuticals in 2005, Dr. Coles was senior vice president of commercial operations at Vertex Pharmaceuticals Incorporated, which

Onyx Names N. Anthony Coles, M.D. as President, Chief Executive Officer and Member of its
Board of Directors
February 26, 2008
Page 2

he joined in 2002. Beginning in 1996, Dr. Coles held a number of executive positions while at Bristol-Myers Squibb Company, including senior vice president of strategy and policy; senior vice president of marketing and medical affairs, neuroscience/infectious diseases/dermatology; vice president, Western area sales cardiovascular and metabolic business unit for U.S. primary care; and vice president, cardiovascular global marketing. From 1992 until 1996, Dr. Coles was at Merck & Co., Inc., most recently as vice president of the hypertension and heart failure business group.

Dr. Coles earned his M.D. degree from Duke University. Subsequent to completing his internship and residency at Massachusetts General Hospital, Dr. Coles was a cardiovascular research fellow at Harvard Medical School. He also holds a master’s degree in public health from Harvard University and an undergraduate degree from Johns Hopkins University. Dr. Coles currently serves as a trustee for Johns Hopkins University and Boston Medical Center, and as a director of FoldRx Pharmaceuticals, Inc.

About Onyx Pharmaceuticals, Inc.

Onyx Pharmaceuticals, Inc. is a biopharmaceutical company committed to improving the lives of people with cancer by changing the way cancer is treated^TM. The company, in collaboration with Bayer HealthCare Pharmaceuticals, Inc., is developing and marketing Nexavar^®, a small molecule drug. Nexavar is currently approved for the treatment of advanced kidney cancer and liver cancer. Additionally, Nexavar is being investigated in several ongoing trials in non-small cell lung cancer, melanoma, breast cancer, and other cancers. For more information about Onyx, visit the company’s website at www.onyx-pharm.com.

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements include, without limitation, statements regarding Dr. Coles’ anticipated contributions to Onyx, the progress and results of the clinical development, regulatory processes, and commercialization efforts of Nexavar. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those anticipated. Reference should be made to Onyx’s Annual Report on Form 10-K for the year ended December 31, 2006, filed with the Securities and Exchange Commission under the heading “Risk Factors” and Onyx’s Quarterly Reports on Form 10-Q for a more detailed description of such factors. Readers are cautioned not to place undue reliance on forward-looking statements that speak only as of the date of this release. Onyx undertakes no obligation to update publicly any forward-looking statements to reflect new information, events, or circumstances after the date of this release except as required by law.

Nexavar^® (sorafenib) tablets is a registered trademark of Bayer HealthCare Pharmaceuticals, Inc.

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