Exhibit 1.1 3,000,000 SHARES (1) ONYX PHARMACEUTICALS, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • October 11th, 2000 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Minnesota
ONYX PHARMACEUTICALS, INC., ISSUER AND WELLS FARGO BANK, N.A., TRUSTEE INDENTUREIndenture • January 20th, 2005 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
Exhibit 1.1 ----------- JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G/A, dated February 14, 2003, (the "Schedule 13G/A"), with respect to the Common Stock, par value $0.001 per share, of Onyx...Joint Filing Agreement • February 14th, 2003 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances)
The undersigned hereby agree that the Statement on this Schedule 13G/A, dated February 14, 2003, (the "Schedule 13G/A"), with respect to the Common Stock, par value $0.001 per share, of Onyx Pharmaceuticals Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G/A. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G/A, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Exhibit 1.1 5,000,000 SHARES ONYX PHARMACEUTICALS, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT July 21, 2003 Morgan Stanley & Co. Incorporated Lehman Brothers Inc. SG Cowen Securities Corporation c/o Morgan Stanley & Co....Underwriting Agreement • July 22nd, 2003 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
ONYX PHARMACEUTICALS, INC. ISSUER AND WELLS FARGO BANK, N.A. TRUSTEE INDENTUREIndenture • January 20th, 2005 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
ONYX PHARMACEUTICALS, INC. AND , AS WARRANT AGENT PREFERRED STOCK WARRANT AGREEMENT DATED AS OFPreferred Stock Warrant Agreement • January 15th, 2013 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [·], between ONYX PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and [·], a [corporation] [national banking association] organized and existing under the laws of [·] and having a corporate trust office in [·], as warrant agent (the “Warrant Agent”).
ONYX PHARMACEUTICALS, INC. AND , AS WARRANT AGENT COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • January 15th, 2013 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [·], between ONYX PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and [·], a [corporation] [national banking association] organized and existing under the laws of [·] and having a corporate trust office in [·], as warrant agent (the “Warrant Agent”).
AMENDMENT TO COLLABORATION AGREEMENT BETWEEN ONYX PHARMACEUTICALS, INC. AND BAYER CORPORATIONCollaboration Agreement • May 17th, 1999 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances)
Underwriting AgreementUnderwriting Agreement • January 17th, 2013 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
EXHIBIT 10.28 ONYX PHARMACEUTICALS, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 1st, 2000 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
ONYX PHARMACEUTICALS, INC. AND , AS WARRANT AGENT DEBT SECURITIES WARRANT AGREEMENT DATED AS OFDebt Securities Warrant Agreement • January 15th, 2013 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [·], between ONYX PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and [·], a [corporation] [national banking association] organized and existing under the laws of [·] and having a corporate trust office in [·], as warrant agent (the “Warrant Agent”).
AGREEMENTStock and Warrant Purchase Agreement • May 30th, 2002 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
RECITALSResearch and Development • August 7th, 2000 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances)
AGREEMENT AND PLAN OF MERGER by and among: ONYX PHARMACEUTICALS, INC., a Delaware corporation; AMGEN INC., a Delaware corporation; and ARENA ACQUISITION COMPANY, a Delaware corporation Dated as of August 24, 2013Merger Agreement • August 26th, 2013 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
ONYX PHARMACEUTICALS, INC. STOCK PURCHASE AGREEMENT JANUARY 12, 1998Stock Purchase Agreement • January 26th, 1998 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
Onyx Pharmaceuticals, Inc. 4,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • August 7th, 2009 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
The undersigned understands that you, as representative (the “Representative”), propose to enter into (i) an Underwriting Agreement (the “Common Stock Underwriting Agreement”) on behalf of the several underwriters named in Schedule I to such agreement (the “Common Stock Underwriters”), with Onyx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the offer and sale of the common stock of the Company, $0.001 par value per share (the “Stock”) and (ii) an Underwriting Agreement (the “Convertible Notes Underwriting Agreement”) on behalf of the several underwriters named in Schedule I to such agreement (the “Convertible Notes Underwriters”), with the Company, providing for the offer and sale of the Company’s Convertible Senior Notes due 2016 (the “Notes” and, together with the Stock, the “Securities”). The Notes will be convertible into shares of Stock.
ONYX PHARMACEUTICALS, INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF ONYX PHARMACEUTICALS, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENTPreferred Stock Warrant Agreement • May 30th, 2006 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
PREFERRED STOCK WARRANT AGREEMENT, dated as of between ONYX PHARMACEUTICALS, INC., a Delaware corporation (the “COMPANY”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “WARRANT AGENT”).
BETWEENCollaboration Agreement • March 1st, 2000 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
AMENDED AND RESTATED EXECUTIVE CHANGE IN CONTROL SEVERANCE BENEFITS AGREEMENTExecutive Change in Control Severance Benefits Agreement • May 18th, 2011 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • California
This Amended and Restated Executive Change in Control Severance Benefits Agreement (the “Agreement”) is entered into as of May 18, 2011 (the “Effective Date”), between Kaye Foster-Cheek (“Executive”) and Onyx Pharmaceuticals, Inc. (the “Company”) and amends and restates the prior Executive Change in Control Severance Benefits Agreement between the Company and Executive dated September 30, 2010 (the “Original Date”). This Agreement is intended to provide Executive with certain compensation and benefits in the event that Executive is subject to a qualifying termination of employment in connection with a Change in Control. Certain capitalized terms used in this Agreement are defined in Article 5.
RECITALSLease • March 27th, 2000 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances)
March 10, 1997 IMPERIAL BANK Member FDIC Borrower: ONYX Pharmaceuticals, Inc. 226 Airport Parkway San Jose, California Subject: Credit Terms and Conditions ("Agreement") Gentlemen: To induce you to make loans to the undersigned (herein called...Credit Agreement • March 31st, 1997 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • California
5,000,000 Shares ONYX PHARMACEUTICALS, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2005 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
Onyx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) 5,000,000 shares of its common stock, par value $0.001 per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 750,000 shares of its common stock, par value $0.001 per share (the “Additional Shares”), if and to the extent that you, as representatives of the Underwriters for the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, par value $0.001 per share, of the Company are hereinafter referred to as the “Common Stock.”
COMMON STOCK PURCHASE AGREEMENT Dated September 29, 2006 by and between ONYX PHARMACEUTICALS, INC. and AZIMUTH OPPORTUNITY LTD.Common Stock Purchase Agreement • September 29th, 2006 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
This COMMON STOCK PURCHASE AGREEMENT, made and entered into on this 29th day of September 2006 (this “Agreement”), by and between Azimuth Opportunity Ltd., an international business company incorporated under the laws of the British Virgin Islands (the “Investor”), and Onyx Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”).
EXHIBIT 99.1 PROCESS DEVELOPMENT AND MANUFACTURING AGREEMENTProcess Development and Manufacturing Agreement • February 23rd, 2001 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • California
ANDCommon Stock Warrant Agreement • January 20th, 2005 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
ContractCollaboration Agreement • May 10th, 2011 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • California
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.
Onyx Pharmaceuticals, Inc. 4.00% Convertible Senior Notes Due 2016 Underwriting AgreementUnderwriting Agreement • August 7th, 2009 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
The undersigned understands that you, as representative (the “Representative”), propose to enter into (i) an Underwriting Agreement (the “Common Stock Underwriting Agreement”) on behalf of the several underwriters named in Schedule I to such agreement (the “Common Stock Underwriters”), with Onyx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the offer and sale of the common stock of the Company, $0.001 par value per share (the “Stock”) and (ii) an Underwriting Agreement (the “Convertible Notes Underwriting Agreement”) on behalf of the several underwriters named in Schedule I to such agreement (the “Convertible Notes Underwriters”), with the Company, providing for the offer and sale of the Company’s Convertible Senior Notes due 2016 (the “Notes” and, together with the Stock, the “Securities”). The Notes will be convertible into shares of Stock.
ONYX PHARMACEUTICALS, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF ONYX PHARMACEUTICALS, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENTDebt Securities Warrant Agreement • May 30th, 2006 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
Debt Securities Warrant Agreement, dated as of ___, between Onyx Pharmaceuticals, Inc., a Delaware corporation (the “COMPANY”) and ___, a [corporation] [national banking association] organized and existing under the laws of ___ and having a corporate trust office in ___, as warrant agent (the “WARRANT AGENT”).
STOCK TRANSFER AGREEMENT THIS STOCK TRANSFER AGREEMENT is entered into as of January 12, 1998, by and between LOMBARD ODIER & CIE (the "PURCHASER"), CHIRON CORPORATION ("CHIRON") and, in regards to Section 3 only, ONYX PHARMACEUTICALS, INC. (the...Stock Transfer Agreement • April 2nd, 1998 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • California
February 13, 2012 Ted W. Love, M.D. c/o Onyx Pharmaceuticals, Inc. 249 E. Grand Ave. South San Francisco, CA 94080 Re: Transition and Retirement Agreement Dear Ted: As discussed, this letter sets forth the terms of the transition and retirement...Transition and Retirement Agreement • May 4th, 2012 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • California
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
FOURTH AMENDMENT TO COLLABORATION AGREEMENT BETWEEN ONYX PHARMACEUTICALS, INC. AND BAYER CORPORATIONCollaboration Agreement • February 27th, 2012 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances)
This Fourth Amendment to the Collaboration Agreement (the “Fourth Amendment”) is dated October 11, 2011 (the “Effective Date of the Fourth Amendment”) by and between ONYX PHARMACEUTICALS, Inc., a Delaware corporation having its principal place of business in South San Francisco, California (“Onyx”) and BAYER HEALTHCARE LLC, a Delaware company having its principal place of business in Tarrytown, New York, as successor-in-interest to BAYER CORPORATION (“Bayer”). Bayer and Onyx may be referred to herein individually as “Party,” or collectively, as the “Parties.”
AMENDMENT TO COLLABORATION AGREEMENTCollaboration Agreement • May 10th, 2006 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances)
This AMENDMENT TO COLLABORATION AGREEMENT (the “Amendment”) by and between ONYX PRARMACEUTICAIS, INC., a California corporation having its principal place of business in Richmond, California (“Onyx”) and BAYER CORPORATION, an Indiana corporation having its principal place of business in Pittsburgh, Pennsylvania (“Bayer”), shall be effective as of the date of last execution below. Each of Bayer and Onyx are sometimes referred to herein as the “Party” or, collectively, as the “Parties”.
AMENDMENT TO COLLABORATION AGREEMENT BETWEEN ONYX PHARMACEUTICALS, INC. AND BAYER CORPORATIONCollaboration Agreement • May 10th, 2006 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances)
This Amendment to the Collaboration Agreement (the “Second Amendment”) is dated February 1, 1999 (“the Effective Date of the Second Amendment”) by and between ONYX PHARMACEUTICALS, Inc., a California corporation having its principal place of business in Richmond, California (“Onyx”) and BAYER CORPORATION, an Indiana corporation having its principal place of business in Pittsburgh, Pennsylvania (“Bayer”). Bayer and Onyx may be referred to herein individually as “Party,” or collectively, as the “Parties.”
ANDDebt Securities Warrant Agreement • January 20th, 2005 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
SECOND AMENDMENT TO THE RESEARCH, DEVELOPMENT AND MARKETING COLLABORATION AGREEMENT BETWEEN ONYX PHARMACEUTICALS, INC., A DELAWARE CORPORATION (“ONYX”), and WARNER-LAMBERT COMPANY, A DELAWARE CORPORATION (“WARNER”).Research, Development and Marketing Collaboration Agreement • March 25th, 2003 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances)
THIS SECOND AMENDMENT (“Second Amendment”) to the RESEARCH, DEVELOPMENT AND MARKETING COLLABORATION AGREEMENT (“Agreement”), having an effective date of July 31, 1997, between Onyx and Warner, which Agreement was first amended on August 2, 1999 to extend its term one year, is entered into and made effective March 1, 2000. Onyx and Warner may be referred to herein individually as “Party,” or collectively, as the “Parties.”
