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): January 29, 2001 ONYX Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 0-28298 94-3154463 (State of jurisdiction) (Commission File No.) (IRS Employer Identification No.) 3031 Research Drive Richmond, CA 94806 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (510) 222-9700 Item 5. Other Events On January 29, 2001 we announced that we had entered into a strategic process development and manufacturing relationship with XOMA (US) LLC, a Delaware limited liability company (Nasdaq: XOMA) of Berkeley, California. Under the terms of the multiyear agreement, XOMA will develop a large-scale process and will manufacture CI-1042 for clinical trials and large-scale production. In return, we will provide XOMA with an upfront payment; support for development efforts on the process scale-up and production of bulk drug materials; and milestone payments associated with attainment of large-scale production. The terms and conditions of the relationship with Xoma are set forth in the Process Development and Manufacturing Agreement dated January 29, 2001, attached hereto as Exhibit 99.1, which is incorporated herein by reference. The press release issued by Onyx, dated January 29, 2001, entitled "Onyx and XOMA Announce Strategic Process Development and Manufacturing Agreement" is attached as Exhibit C to Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. EXHIBIT NUMBER DESCRIPTION 99.1* Process Development and Manufacturing Agreement between XOMA (US) LLC and Onyx Pharmaceuticals, Inc., dated January 29, 2001. *Confidential treatment requested. 2 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. ONYX Pharmaceuticals, Inc. Dated: February 22, 2001 By: /s/ HOLLINGS C. RENTON ---------------------------------------- Hollings C. Renton Chairman of the Board, President and Chief Executive Officer Dated: February 22, 2001 By: /s/ MARILYN WORTZMAN ---------------------------------------- Marilyn Wortzman Controller 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 99.1* Process Development and Manufacturing Agreement between XOMA (US) LLC and Onyx Pharmaceuticals, Inc., dated January 29, 2001. *Confidential treatment requested. 4