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
"COMPANY").
RECITALS
WHEREAS, the Purchaser is participating in a private placement by the
Company pursuant to the Stock Purchase Agreement dated January 12, 1998 (the
"Purchase Agreement").
WHEREAS, Chiron owns 280,701 shares of the Common Stock (the "Shares")
of the Company and;
WHEREAS, the Purchaser desires to purchase the Shares from Chiron and
Chiron desires to sell the Shares to the Purchaser, on the terms set forth
herein.
AGREEMENT
The Purchaser, the Company (with regard to Section 3 only) and Chiron,
intending to be legally bound, agree as follows:
SECTION 1. SALE AND PURCHASE OF SHARES
1.1 SALE AND PURCHASE OF THE SHARES. At the Closing (as defined
below), Chiron shall sell, assign, transfer and deliver to Purchaser and
Purchaser agrees to purchase from Chiron the Shares at a purchase price of
$7.125 per share, on the terms and subject to the conditions set forth in
this Agreement.
1.2 PURCHASE PRICE. The aggregate purchase price payable by the
Purchaser for the Shares (the "Purchase Price") shall be $1,999,994.63
delivered to Chiron upon the Closing Date by wire transfer of immediately
available funds.
1.3 CLOSING.
(a) The closing of the sale of the Shares to the Purchaser (the
"Closing") shall take place at the offices of Xxxxxx Godward LLP, Five Palo
Alto Square, 0000 Xx Xxxxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 on January 12,
1998 (the "Closing Date").
(b) At the Closing:
(i) the Purchaser shall pay to Purchase Price as
contemplated by Section 1.2;
(ii) Chiron shall deliver to the Company's transfer agent
prior to Closing the stock certificates representing the Shares and
executed stock powers assigning the Shares to the Purchaser and promptly
following the Closing, but in no event later than three days following
the Closing, Chiron shall deliver to Purchaser stock certificates
representing the Shares registered in the name of Purchaser, or in such
nominee name(s) as designated by such Purchaser.
1.4 ASSIGNMENT OF REGISTRATION RIGHTS. Chiron hereby assigns its
registration rights under Sections 6, 7, 8 and 9 of that certain Amended and
Restated Information and Registration Rights Agreement, as amended (the
"Registration Agreement") to the Purchaser pursuant to Section 19 of the
Registration Agreement, but only with respect to the Shares. Chiron shall
retain all registration rights under the Registration Agreement with respect
to the remaining shares of Common Stock of the Company owned by Chiron.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF CHIRON
Chiron represents and warrants to Purchaser as follows:
2.1 ORGANIZATION. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
all requisite corporate power and authority and all licenses, permits and
authorizations to conduct its business as it is currently being conducted and
as it is presently proposed to be conducted.
2.2 AUTHORIZATION; DUE EXECUTION; BINDING OBLIGATIONS.
(a) Chiron has full power and authority to execute, deliver and
perform its obligations under this Agreement and all agreements, instruments
and documents contemplated hereby, and all action of Chiron necessary for
such execution, delivery and performance has been duly taken.
(b) Chiron's execution, delivery and performance of this Agreement
have been duly authorized by all requisite corporate and stockholder action
by Chiron and its stockholders, respectively. Upon the execution and
delivery by Chiron, and assuming the valid execution and delivery of this
Agreement by each of the Purchaser and the Company, this Agreement will
constitute a valid and binding obligation of Chiron, enforceable in
accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' and contracting parties' rights generally and except as
enforceability may be subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at
law), including specific performance.
2.3 TITLE TO THE SHARES. Chiron is the owner, beneficially and of
record, of the Shares, free and clear of any liens, encumbrances, security
agreements, equities, options, claims,
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charges or restrictions, and effective with the Closing, Chiron's entire
right, title and interest in and to the Shares shall have been conveyed to
the Purchaser.
2.4 NO CONSENT REQUIRED. No consent, authorization, approval, order,
license, certificate or permit or act of or from, or declaration or filing
with, any foreign, federal, state, local or other governmental authority or
regulatory body or any court or other tribunal or any party to any contract,
agreement, instrument, lease or license to which Chiron is a party or to
which Chiron is subject that is required to be obtained by Chiron for the
execution, delivery or performance by Chiron of this Agreement or any of the
other agreements, instruments and documents being or to be executed and
delivered hereunder or in connection herewith or for the consummation of the
transactions contemplated hereby, assuming the accuracy of Purchaser's
representations and warranties in Section 4.3.
2.5 NO CONFLICTS. Chiron's execution, delivery and performance of this
Agreement will not violate, conflict with, result in a breach of or
constitute (upon notice or lapse of time or both) a default under, or result
in the creation or imposition of any lien, security interest, mortgage,
pledge, charge or other encumbrance, of any material nature, upon any
properties or assets of Chiron under any (a) law, regulation, rule,
injunction, judgment, order, decree, ruling, charge or other restriction of
any government, governmental agency, court or arbitrator to which Chiron is
subject, (b) Chiron's Amended and Restated Certificate of Incorporation or
Bylaws of Chiron or (c) any provision of any material indenture, mortgage,
agreement, contract or other material instrument to which Chiron is a party
or by which Chiron or any of its properties or assets is bound as of the date
hereof.
SECTION 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.
Subject to and except as set forth on the Schedule of Exceptions which
is arranged in Sections corresponding to the sub-section numbered provisions
contained below in this Section and except as described in the SEC Reports,
the Company hereby represents and warrants to, and covenants with, the
Purchaser as follows:
3.1 ORGANIZATION AND QUALIFICATION. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Delaware and has all requisite corporate power and authority and all
licenses, permits and authorizations to conduct its business as it is
currently being conducted and as it is presently proposed to be conducted.
The Company is duly qualified and is authorized to transact business and is
in good standing as a foreign corporation in each jurisdiction in which the
failure so to qualify would have a material adverse effect on its business,
assets, liabilities, operations, financial condition or prospects.
3.2 SEC REPORTS.
(a) Since January 1, 1997, the Company has filed with the
Securities and Exchange Commission (the "SEC") all reports ("SEC Reports")
required to be filed by it under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). All of the SEC Reports filed by the Company
comply in all material respects with the requirements of the Exchange Act.
None of the SEC Reports contains, as of the respective dates thereof, any
untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make
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the statements therein not misleading in light of the circumstances under
which they were made. All financial statements contained in the SEC Reports
have been prepared in accordance with generally accepted accounting
principles consistently applied throughout the period indicated ("GAAP").
Each balance sheet presents fairly in accordance with GAAP the financial
position of the Company as of the date of such balance sheet, and each
statement of operations, of stockholders' equity and of cash flows presents
fairly in accordance with GAAP the results of operations, the stockholders'
equity and the cash flows of the Company for the periods then ended.
(b) The Company has delivered to the Purchaser the following SEC
Reports:
(i) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 (without exhibits);
(ii) the Company's Quarterly Reports on Form 10-Q as
filed with the SEC for the quarters ended March 31, 1997, June 30, 1997 and
September 30, 1997 (without exhibits);
(iii) the Company's Proxy Statement for the 1997 Annual
Meeting of Stockholders.
(c) No event has occurred since January 1, 1997, requiring the
filing of an SEC Report that has not heretofore been filed and furnished to
the Purchaser (including, without limitation, any amendment to any such SEC
Report).
3.3 NO MATERIAL CHANGE. As of the date hereof, there has been no
material adverse change in the business, assets, liabilities, financial
condition, operations or prospects of the Company since September 30, 1997,
except that the Company continues to incur losses as described in the SEC
Reports.
3.4 CAPITALIZATION. The authorized capital stock of the Company
consists of (i) 25,000,000 shares of Common Stock, $.001 par value, of which
9,854,018 such shares were issued and outstanding as of January 9, 1998 and
(ii) 5,000,000 shares of preferred stock, $.001 par value, of which no shares
are issued and outstanding on the date hereof. As of the date hereof, the
Company has no intention to issue any shares of such Preferred Stock. Except
as contemplated by this Agreement, there are no existing options, warrants,
calls, preemptive (or similar) rights, subscriptions or other rights,
agreements, arrangements or commitments of any character obligating the
Company to issue, transfer or sell, or cause to be issued, transferred or
sold, any shares of capital stock of the Company or other equity interests in
the Company or any securities convertible into or exchangeable for such
shares of capital stock or other equity interests, and there are no
outstanding contractual obligations of the Company to repurchase, redeem or
otherwise acquire, or prepare and file with the SEC any registration
statement to register under the Securities Act of 1933, as amended (the
"Securities Act") with respect to, any such shares of capital stock or other
equity interests.
3.5 NASDAQ NATIONAL MARKET. The Company's Common Stock is listed on
the Nasdaq National Market, and there are no proceedings to revoke or suspend
such listing.
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3.6 ABSENCE OF LITIGATION. There is no action, suit, proceeding or
investigation pending or, to the Company's best knowledge, that has been
filed, commenced or threatened, by or before any governmental agency, court
or arbitrator against the Company which might result either individually or
in the aggregate, in any material adverse change in the business, assets,
liabilities, financial condition, operations or prospects of the Company
(including, without limitation, any such action, suit, proceeding or
investigation that questions the validity of this Agreement or the issuance
of the Shares thereunder).
3.7 INTANGIBLE RIGHTS. To the Company's best knowledge, the Company
owns or has the right to use pursuant to valid and enforceable licenses,
sublicenses, agreements or permissions, all Intangible Rights (as defined
below) that are necessary or desirable for the conduct of the business of the
Company as it is currently being conducted and as it is presently proposed to
be conducted, and no claims adverse to the interests of the Company are
pending or, to the best knowledge of the Company, have been threatened or
otherwise asserted with respect to the Company's ownership or use of any such
Intangible Rights. To the Company's best knowledge, the Company is not
infringing any Intangible Right owned or used by any third party nor, to the
Company's best knowledge, is any third party infringing any Intangible Right
owned or used by the Company. For purposes of this Agreement, the term
"Intangible Rights" means (i) all inventions (whether patentable or
unpatentable, and whether or not reduced to practice), all improvements
thereto, and all patents, patent applications, and patent disclosures,
together with all reissuances, continuations, continuations-in-part,
revisions, extensions, and reexaminations thereof, (ii) all trademarks,
service marks, trade dress, logos, trade names and corporate names, together
with all translations, adaptations, derivations and combinations thereof and
including all goodwill associated therewith, and all applications,
registrations and renewals in connection therewith, (c) all copyrightable
works, all copyrights, all applications, registrations and renewals in
connection therewith, (iii) all trade secrets and confidential business
information (including, without limitation, ideas, research and development,
know-how, formulas, compositions, manufacturing and production processes and
techniques, technical data, designs, drawings, specifications, supplier
lists, and business and marketing plans and proposals), (iv) all computer
software (including, data and related documentation), (v) all other
proprietary rights and (vi) all copies and tangible embodiments of any of the
foregoing (in whatever form or medium).
3.8 LEGAL COMPLIANCE. The Company has not violated any applicable laws
(including, without limitation, all rules, regulations, codes, plans,
injunctions, judgments, orders, decrees, rulings and charges thereunder) of
federal, state, local and foreign governments (and all agencies thereof) in
respect of the conduct of its business or the ownership of its properties
which violation would (either individually or in the aggregate) materially
and adversely affect the business, assets, liabilities, financial condition,
operations or prospects of the Company.
3.9 CERTAIN AGREEMENTS. All of the collaborative agreements, research
and development agreements, licensing agreements and other agreements with
corporate partners and governmental or educational entities that have been
previously disclosed by the Company in the SEC Reports referred to in paragraph
(b) of Section 4.5 hereof are valid and enforceable obligations of the Company
and, to the Company's best knowledge, the other parties thereto. Except for
breaches and defaults that would not, singly or in the aggregate, have a
material adverse effect on the Company or its assets, liabilities, operations,
financial condition, business or prospects, the Company is not in breach or
default under any such contracts or agreements nor
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has any event occurred which, with the giving of notice or the passage of
time or both, would constitute a breach or default on the Company's part
thereunder. To the Company's best knowledge, none of the other parties to
such contracts or agreements is in breach or default thereunder nor has any
event occurred which, with the giving of notice or the passage of time or
both, would constitute a breach or default on such other parties' part.
3.10 REGISTRATION. The Company acknowledges and agrees that the
execution and delivery of this Agreement by the Purchaser constitutes the
Purchaser's notice pursuant to its rights under the Registration Agreement to
have the Shares registered under the Registration Statement (as defined in
the Purchase Agreement).
SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and warrants, to and for the benefit of Chiron,
as follows:
4.1 AUTHORITY, APPROVAL AND ENFORCEABILITY.
(a) Purchaser has full power and authority to execute, deliver and
perform its obligations under this Agreement and all agreements, instruments
and documents contemplated hereby, and all action of Purchaser necessary for
such execution, delivery and performance has been duly taken.
(b) Purchaser's execution, delivery and performance of this
Agreement have been duly authorized by all requisite action by Purchaser,
respectively. Upon the execution and delivery by Purchaser, and assuming the
valid execution and delivery of this Agreement by each of the Purchaser and
the Company, this Agreement will constitute a valid and binding obligation of
Purchaser, enforceable in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' and contracting parties'
rights generally and except as enforceability may be subject to general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law), including specific performance.
4.2 NO CONSENT REQUIRED. No consent, authorization, approval, order,
license, certificate or permit or act of or from, or declaration or filing
with, any foreign, federal, state, local or other governmental authority or
regulatory body or any court or other tribunal or any party to any contract,
agreement, instrument, lease or license to which Purchaser is a party or to
which Purchaser is subject that is required for the execution, delivery or
performance by Purchaser of this Agreement or any of the other agreements,
instruments and documents being or to be executed and delivered hereunder or
in connection herewith or for the consummation of the transactions
contemplated hereby.
4.3 INVESTMENT REPRESENTATIONS. Purchaser understands that the Shares
have not been registered under the Securities Act of 1933, as amended (the
"Securities Act") and shall continue to bear the Securities Act legend.
Purchaser also understands that the Shares are being offered and sold
pursuant to an exemption from registration contained in the Securities Act
based in part upon Purchaser's representations contained in the Agreement.
Purchaser hereby represents and warrants as follows:
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(a) PURCHASER BEARS ECONOMIC RISK. Purchaser has substantial
experience in evaluating and investing in private placement transactions of
securities in companies similar to the Company so that it is capable of
evaluating the merits and risks of its investment in the Company and has the
capacity to protect its own interests. Purchaser must bear the economic risk
of this investment indefinitely unless the Shares are registered pursuant to
the Securities Act, or an exemption from registration is available.
Purchaser understands that the Company has no present intention of
registering the Shares. Purchaser also understands that there is no
assurance that any exemption from registration under the Securities Act will
be available and that, even if available, such exemption may not allow the
Company to transfer all or any portion of the Shares under the circumstances,
in the amounts or at the times Purchaser might propose.
(b) ACCREDITED INVESTOR. Purchaser represents that it is an
accredited investor within the meaning of Regulation D under the Securities
Act.
(c) COMPANY INFORMATION. Purchaser is familiar with the Company's
business, management, financial affairs, operations and facilities.
(d) RULE 144. Purchaser acknowledges and agrees that the Shares
must be held indefinitely unless they are subsequently registered under the
Securities Act or an exemption from such registration is available.
Purchaser has been advised or is aware of the provisions of Rule 144
promulgated under the Securities Act, which permits limited resale of shares
purchased in a private placement subject to the satisfaction of certain
conditions, including, among other things: the availability of certain
current public information about the Company, the resale occurring not less
than one year after a party has purchased and paid for the security to be
sold, the sale being through an unsolicited "broker's transaction" or in
transactions directly with a market maker (as said term is defined under the
Securities Exchange Act of 1934, as amended) and the number of shares being
sold during any three-month period not exceeding specified limitations.
SECTION 5. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
Notwithstanding any investigation made by any party to this Agreement, all
covenants, agreements, representations and warranties made by the Company,
Chiron, and Purchaser herein shall survive the execution of this Agreement
and the sale to the Purchaser of the Shares and shall terminate upon the
subsequent transfer of the Shares.
SECTION 6. CONDITIONS TO CHIRON'S OBLIGATIONS AT THE CLOSING.
Chiron's obligation to complete the sale and issuance of the Shares at
Closing shall be subject to the following conditions to the extent not waived
by Chiron:
6.1 REPRESENTATIONS AND WARRANTIES CORRECT. The representations and
warranties made by Purchaser in Section 4 hereof shall be true and correct
when made, and shall be true and correct on the Closing Date.
6.2 COVENANTS PERFORMED. All covenants, agreements and conditions
contained herein to be performed by the Purchaser on or prior to the Closing
Date shall have been performed or complied with in all material respects.
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6.3 QUALIFICATIONS, LEGAL INVESTMENT. All authorizations, approvals,
or permits, if any, of any governmental authority or regulatory body of the
United States or of any state that are binding upon the Purchaser and that
are required in connection with the lawful sale of the Shares at such Closing
pursuant to this Agreement shall have been duly obtained and shall be
effective on and as of the date of such Closing. No stop order or other
order enjoining the sale of the Shares shall have been issued and no
proceedings for such purpose shall be pending or, to the knowledge of Chiron,
threatened by the SEC or any commissioner of corporations or similar officer
of any state having jurisdiction over this transaction. At the time of such
Closing, the sale of the Shares to be purchased and sold at such Closing
shall be legally permitted by all laws and regulations to which the Purchaser
and Chiron are subject.
SECTION 7. CONDITIONS TO PURCHASER'S OBLIGATIONS AT THE CLOSING.
Purchaser's obligation to purchase the Shares at the Closing thereby shall be
subject to the following conditions to the extent not waived by the Purchaser:
7.1 REPRESENTATIONS AND WARRANTIES CORRECT. The representations and
warranties made by the Company in Section 3 hereof and by Chiron in Section 2
hereof shall be true and correct when made, and shall be true and correct as
of the Closing Date.
7.2 COVENANTS PERFORMED. All covenants, agreements and conditions
contained herein to be performed by the Company and Chiron shall have been
performed or complied with in all material respects.
7.3 QUALIFICATIONS, LEGAL INVESTMENT. All authorizations, approvals,
or permits, if any, of any governmental authority or regulatory body of the
United States or of any state that are binding upon Chiron and that are
required in connection with the lawful sale of the Shares at such Closing
pursuant to this Agreement shall have been duly obtained and shall be
effective on and as of the Closing Date. No stop order or other order
enjoining the sale of the Shares shall have been issued and no proceedings
for such purpose shall be pending or, to the knowledge of Chiron, threatened
by the SEC, or any commissioner of corporations or similar officer of any
state having jurisdiction over this transaction. At the time of the Closing,
the sale of the Shares shall be legally permitted by all laws and regulations
to which the Purchaser and Chiron are subject.
7.4 CLOSING OF PRIVATE PLACEMENT. The private placement by the Company
of 1,403,508 shares of its Common Stock pursuant to the Purchase Agreement
shall have closed.
7.5 NO MATERIAL ADVERSE CHANGE. There shall have been no material
adverse change in the business, assets, liabilities, operations or financial
condition of the Company since the date of this Agreement.
7.6 NO LITIGATION. Since the date of this Agreement, no proceeding
challenging this Agreement or the transactions contemplated hereby, or
seeking to prohibit, alter, prevent or materially delay the Closing or the
performance by the Company of any of its obligations hereunder, shall have
been instituted before any governmental agency, court or arbitrator and shall
be pending.
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SECTION 8. MISCELLANEOUS PROVISIONS
8.1 GOVERNING LAW. This Agreement shall be governed in all respects by
the laws of the State of California as such laws are applied to agreements
between California residents entered into and performed entirely in
California.
8.2 ENTIRE AGREEMENT. This Agreement and the Exhibits hereto and the
other documents delivered pursuant hereto constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and no party shall be liable or bound to any other in any manner by
any representations, warranties, covenants and agreements except as
specifically set forth herein and therein.
8.3 DELAYS OR OMISSIONS. It is agreed that no delay or omission to
exercise any right, power or remedy accruing to any party, upon any breach,
default or noncompliance by another party under this Agreement, shall impair
any such right, power or remedy, nor shall it be construed to be a waiver of
any such breach, default or noncompliance, or any acquiescence therein, or of
or in any similar breach, default or noncompliance thereafter occurring. It
is further agreed that any waiver, permit, consent or approval of any kind or
character of any breach, default or noncompliance under this Agreement or any
waiver of any provisions or conditions of the Agreement must be in writing
and shall be effective only to the extent specifically set forth in such
writing. All remedies, either under this Agreement or otherwise afforded to
any party, shall be cumulative and not alternative.
8.4 NOTICES. All notices, requests, demands and other communications
required or permitted under this Agreement and the transactions contemplated
herein shall be in writing and shall be deemed to have been duly given, made
and received on the date when delivered by hand delivery with receipt
acknowledged, or upon the next business day following receipt of telex or
telecopy transmission, or upon the third day after deposit in the United
States mail, registered or certified with postage prepaid, return receipt
requested, addressed as set forth on the signature page.
Any party may alter the addresses to which communications or copies are to be
sent by giving notice of such change of address in conformity with the
provisions of this Section 8.4 for the giving of notice.
8.5 ASSIGNMENT: BINDING UPON SUCCESSORS AND ASSIGNS. None of the
parties hereto may assign any of its rights or obligations hereunder without
the prior written consent of the other party hereto. This Agreement will be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
8.6 AMENDMENT AND WAIVERS. Any term or provision of this Agreement may
be amended, and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively) only by a writing signed by the party to be bound thereby.
The waiver by a party of any breach hereof or default in the performance
hereof will not be deemed to constitute a waiver of any other default or any
succeeding breach or default.
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8.7 EXPENSES. Each party will bear its respective expenses and legal
fees incurred with respect to this Agreement, and the transactions
contemplated hereby including any broker's fees for which they are
responsible.
8.8 ENTIRE AGREEMENT. This Agreement and the exhibits hereto
constitute the entire understanding and agreement of the parties hereto with
respect to the subject matter hereof and supersede all prior and
contemporaneous agreements or understandings, inducements or conditions,
express or implied, written or oral, between the parties with respect hereto,
which shall remain in full force and effect. The express terms hereof
control and supersede any course of performance or usage of the trade
inconsistent with any of the terms hereof.
8.9 TITLES AND SUBTITLES. The titles of the sections and subsections
of the Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
8.10 SEVERABILITY. If any provision of this Agreement, or the
application thereof, will for any reason and to any extent be invalid or
unenforceable, the remainder of this Agreement and application of such
provision to other persons or circumstances will be interpreted so as
reasonably to effect the intent of the parties hereto. The parties further
agree to replace such void or unenforceable provision of this Agreement with
a valid and enforceable provision that will achieve, to the greatest extent
possible, the economic, business and other purposes of the void or
unenforceable provision.
8.11 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
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THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE EXECUTED AND
DELIVERED AS OF JANUARY 12, 1998.
"CHIRON": CHIRON CORPORATION
BY: /s/ Xxxxx Xxxx
-------------------------------------
TITLE: Vice President and Treasurer
----------------------------------
"PURCHASER": LOMBARD ODIER & CIE
BY: /s/ Xxxxxx Malfani
-------------------------------------
TITLE: Assistant Vice President
----------------------------------
BY: /s/ Xxxx-Xxxxx Walthert
-------------------------------------
TITLE: Assistant Manager
----------------------------------
"COMPANY" ONYX PHARMACEUTICALS, INC.
BY: /s/ Hollings C. Renton
-------------------------------------
TITLE: President and Chief Executive Officer
----------------------------------
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