U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________________ FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1997 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________to______________ Commission File Number: 0-28298 ------- ONYX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 94-3154463 - -------- ---------- (State or other jurisdiction of (IRS Employer ID Number) incorporation or organization) 3031 Research Drive Richmond, California 94806 (Address of principal executive offices) (510) 222-9700 (Registrant's telephone number including area code) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (XX) Yes ( ) No The number of outstanding shares of the registrant's Common Stock, $0.001 par value, was 9,825,708 as of October 31, 1997. ONYX PHARMACEUTICALS, INC. INDEX PART I: FINANCIAL INFORMATION PAGE ITEM 1. Financial Statements Condensed balance sheets - September 30, 1997 and December 31, 1996 3 Condensed statements of operations - three and nine months ended September 30, 1997 and 1996 4 Condensed statements of cash flows - nine months ended September 30, 1997 and 1996 5 Notes to condensed financial statements 6 ITEM 2. Management's discussion and analysis of financial condition and results of operations 9 PART II: OTHER INFORMATION ITEM 2. Change in Securities and Use of Proceeds 13 ITEM 5. Other Information 14 ITEM 6. Exhibits and Reports on Form 8-K 15 SIGNATURES 16 EXHIBIT INDEX 17 2 ONYX PHARMACEUTICALS, INC. PART I: FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS CONDENSED BALANCE SHEETS (In thousands, except share data) September 30, December 31, 1997 1996 ------------- ------------ (unaudited) ASSETS Current assets: Cash and cash equivalents $ 12,310 $ 36,258 Short-term investments 22,258 4,071 Other current assets 626 638 ------------ ----------- Total current assets 35,194 40,967 Property and equipment, net 4,393 4,196 Notes receivable from related parties 866 396 Other assets 268 220 ------------ ----------- TOTAL ASSETS $ 40,721 $ 45,779 ------------ ----------- ------------ ----------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 543 $ 693 Accrued liabilities 3,027 1,277 Accrued compensation 631 439 Deferred revenue 2,169 1,631 Long-term debt, current portion 208 444 ------------ ----------- Total current liabilities 6,578 4,484 Long-term debt, noncurrent portion - 99 Deferred rent 133 273 Stockholders' equity: Preferred stock, $0.001 par value: 5,000,000 shares authorized, none issued and outstanding - - Common stock, $0.001 par value: 25,000,000 shares authorized, 9,822,098 and 9,514,285 shares issued and outstanding as of September 30, 1997 and December 31, 1996, respectively 10 10 Additional paid-in capital 74,713 71,132 Deferred compensation (468) (632) Accumulated deficit (40,245) (29,587) ------------ ----------- Total stockholders' equity 34,010 40,923 ------------ ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 40,721 $ 45,779 ------------ ----------- ------------ ----------- See accompanying notes. 3 ONYX PHARMACEUTICALS, INC. CONDENSED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (unaudited) Three Months Ended Nine Months Ended September 30, September 30, ------------------------- ------------------------- 1997 1996 1997 1996 ---------- ---------- ---------- ---------- Revenue: Contract and other revenue $ 300 $ 739 $ 910 $ 989 Contract revenue from related parties 1,590 1,819 5,280 5,443 --------- -------- -------- -------- Total revenue 1,890 2,558 6,190 6,432 Operating expenses Research and development 5,489 3,358 14,469 10,441 General and administrative 1,319 1,023 3,912 2,936 --------- -------- -------- -------- Total operating expenses 6,808 4,381 18,381 13,377 --------- -------- -------- -------- Loss from operations (4,918) (1,823) (12,191) (6,945) Interest income, net 511 581 1,533 1,043 --------- -------- -------- -------- Net loss $ (4,407) $ (1,242) $(10,658) $ (5,902) --------- -------- -------- -------- --------- -------- -------- -------- Net loss per share $ (0.45) $ (0.13) $ (1.10) --------- -------- -------- --------- -------- -------- Shares used in computing net loss per share 9,816 9,461 9,678 --------- -------- -------- --------- -------- -------- Pro forma net loss per share $ (0.73) -------- -------- Shares used in computing pro forma net loss per share 8,059 -------- -------- See accompanying notes. 4 ONYX PHARMACEUTICALS, INC. CONDENSED STATEMENTS OF CASH FLOW (In thousands) (unaudited) Nine Months Ended September 30, ---------------------------------- 1997 1996 -------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (10,658) $ (5,902) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,352 1,129 Forgiveness of note receivable 12 38 Amortization of deferred compensation 164 205 Changes in assets and liabilities: Other current assets 12 (105) Other assets (48) (84) Accounts payable (150) 33 Accrued liabilities 1,750 571 Accrued compensation 192 207 Deferred revenue 538 (237) Deferred rent (140) (17) --------- -------- Net cash used in operating activities (6,976) (4,162) --------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of short-term investments (30,631) (9,907) Sales and maturities of short-term investments 12,444 12,102 Capital expenditures (1,549) (1,067) Notes receivable from related parties (482) - --------- -------- Net cash provided by (used in) investing activities (20,218) 1,128 --------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Payments on long-term debt (335) (313) Net proceeds from issuance of common stock 3,581 35,303 --------- -------- Net cash provided by financing activities 3,246 34,990 --------- -------- Net increase (decrease) in cash and cash equivalents (23,948) 31,956 Cash and cash equivalents at beginning of the period 36,258 3,779 --------- -------- Cash and cash equivalents at end of the period $ 12,310 $ 35,735 --------- -------- --------- -------- See accompanying notes. 5 ONYX PHARMACEUTICALS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 1997 (unaudited) NOTE 1. BASIS OF PRESENTATION The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 1997 are not necessarily indicative of the results that may be expected for the year ending December 31, 1997. For further information, refer to the financial statements and footnotes thereto for the year ended December 31, 1996 included in the ONYX Pharmaceuticals, Inc. (the "Company" or "ONYX") Annual Report on Form 10-K. NOTE 2. NET LOSS PER SHARE Net loss per share is computed using the weighted average number of common shares outstanding. Common equivalent shares are excluded from the computation as their effect is antidilutive, except that, pursuant to the Securities and Exchange Commission ("SEC") Staff Accounting Bulletins, common and common equivalent shares issued during the 12-month period prior to the filing of a registration statement in connection with the Company's initial public offering at prices below the public offering price of $12.00 have been included in the calculation as if they were outstanding for all periods presented through March 31, 1996 (using the treasury stock method for stock options at the estimated public offering price). Pro forma net loss per share for the nine months ended September 30, 1996 has been computed as described above and also gives effect to the conversion of convertible preferred shares not included above that automatically converted upon completion of the Company's initial public offering (using the if converted method) from original date of issuance. Historical net loss per share for the nine months ended September 30,1996 is as follows: Nine Months Ended September 30, 1996 ------------------ Net loss per share $ (1.06) ----------- ----------- Shares used in computing net loss per share $ 5,559 ----------- ----------- In February 1997, the Financial Accounting Standards Board issued Statement No. 128, Earnings per share, which is required to be adopted on December 31, 1997. At that time, companies will be required to change the method currently used to compute earnings per share and to restate all prior periods. There will be no impact on loss per share for the three and nine months ended September 30, 1997 and 1996. 6 ONYX PHARMACEUTICALS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 1997 (unaudited) NOTE 3. COLLABORATIVE AGREEMENTS On July 31, 1997, the Company signed a three-year research and development agreement with Warner-Lambert aimed at discovering new therapeutics to regulate inflammation and autoimmunity. Terms of the agreement provide for receipt by the Company of an up-front licensing fee payable in three stages, as well as milestone payments and royalties on eventual product sales. No license fees have been received as of September 30, 1997. In return, Warner-Lambert receives exclusive worldwide marketing rights to products emerging from the collaboration. Total payments to the Company prior to commercialization could total nearly $30 million. Warner-Lambert has the option to extend the research term from July 31, 2000 to July 31, 2001 provided that Warner-Lambert notifies the Company of the extension by July 31, 1999. Warner-Lambert has the right to terminate the agreement at its discretion on January 31, 1999 upon written notice, provided that research payments to the Company are continued through July 31, 1999. In addition, Warner-Lambert may terminate the research portion of the agreement, and associated research funding and milestone payments, at its discretion if a project director acceptable to Warner-Lambert has not been hired by ONYX prior to January 31, 1998. Note 4. MARKETABLE SECURITIES - AVAILABLE-FOR-SALE The following is a summary of available-for-sale securities as of September 30, 1997: Available-for-sale Securities Estimated fair value (in thousands) -------------------- Cash equivalents: U.S. corporate securities $ 2,400 Foreign corporate securities 1,507 Money market funds 8,403 ------------- Total cash equivalents: 12,310 ------------- Short-term investments: U.S. corporate securities 10,483 Foreign corporate securities 4,037 U.S. government securities 2,064 ------------- Total short-term investments 16,584 ------------- Total available-for-sale securities $ 28,894 ------------- ------------- As of September 30, 1997, the difference between the fair value and the amortized cost of available-for-sale securities was insignificant. The average portfolio duration is approximately two months, and the contractual maturity of each of the investments does not exceed two years. Held at September 30, 1997, and excluded from short-term investments above, is $5,674,000 of certificates of deposits. 7 ONYX PHARMACEUTICALS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 1997 (unaudited) NOTE 5. LINE OF CREDIT In March 1997, the Company entered into a $7 million line of credit arrangement which bears interest at prime plus 1%. The line, which originally expired on October 15, 1997, has been extended to January 15, 1998. The line is secured by certain assets of the Company and contains covenants related to maintaining debt-to-equity ratios, tangible net worth minimums, cash and investment balances, as well as a restriction on paying dividends or repurchasing stock. As of September 30, 1997, no balance was outstanding on the line of credit. 8 ONYX PHARMACEUTICALS, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THIS OVERVIEW AND THE FOLLOWING DISCUSSION CONTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED HERE. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN THE ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996. OVERVIEW Since its inception, ONYX Pharmaceuticals, Inc. (the "Company" or "ONYX") has been engaged in the discovery and development of novel therapeutics based upon the genetics of human disease, with an emphasis on cancer. Currently, the Company has five therapeutic discovery programs focused on the following cancer mutations: p53, ras, cell cycle, BRCA1 and APC. The Company intends to pursue its therapeutic discovery programs independently and in collaboration with pharmaceutical companies, and to collaborate with such companies on the development and commercialization of any products which may result from the Company's discovery programs. The Company has entered into collaborative agreements with Bayer Corporation ("Bayer") in the area of ras oncogenes, Warner-Lambert Company ("Warner-Lambert") in the cell cycle area and Eli Lilly and Company ("Eli Lilly") on the function of the BRCA1 gene in breast cancer. On July 31, 1997, the Company signed a three-year research and development agreement with Warner-Lambert aimed at discovering new therapeutics to regulate inflammation and autoimmunity. The Company believes that expanding into the area of inflammation is a natural step for the Company because some of the same biochemical pathways that lead to cancer also play an important role in the development of inflammatory disorders. Terms of the agreement provide for receipt by the Company of an up-front licensing fee payable in three stages, as well as milestone payments and royalties on eventual product sales. No license fees have been received as of September 30, 1997. In return, Warner-Lambert receives exclusive worldwide marketing rights to products emerging from the collaboration. Total payments to the Company prior to commercialization could total nearly $30,000,000. Warner-Lambert has the option to extend the research term from July 31, 2000 to July 31, 2001 provided that Warner-Lambert notifies the Company of the extension by July 31, 1999. Warner-Lambert has the right to terminate the agreement at its discretion on January 31, 1999 upon written notice, provided that research payments to the Company are continued through July 31, 1999. In addition, Warner-Lambert may terminate the research portion of the agreement, and associated research funding and milestone payments, at its discretion if a project director acceptable to Warner-Lambert has not been hired by ONYX prior to January 31, 1998. During the quarter ended September 30, 1997, the Company updated the results from a Phase I human safety study of its ONYX-015 anticancer virus in patients with recurrent and refractory head and neck tumors to include the results from patients who had received multi-day dosing. The Company is currently conducting Phase II studies of ONYX-015 as a single agent in patients with recurrent and refractory tumors of the head and neck. Three Phase I trials are also underway, including pancreatic and ovarian cancers, and gastrointestinal cancers that have metastasized to the liver. In October 1997, the Company opened a Phase II clinical trial with ONYX-015 in combination with two chemotherapeutic drugs. This clinical trial will include head and neck cancer patients with recurrent disease who have not previously received chemotherapy. The Company has not been profitable since inception and expects to incur substantial and increasing losses for the foreseeable future, primarily due to the expansion of its research and development programs, including clinical trials in the p53 program. The Company expects that losses will fluctuate from quarter to quarter and that such fluctuations may be substantial. As of September 30, 1997, the Company's accumulated deficit was $40,245,000. 9 ONYX PHARMACEUTICALS, INC. RESULTS OF OPERATIONS THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996. REVENUES The Company's revenues decreased 26% to $1,890,000 and 4% to $6,190,000 for the three and nine months ended September 30, 1997, respectively, as compared to the same periods in 1996. Revenues for the 1996 periods were $2,558,000 and $6,432,000, respectively. Revenues for the three and nine months ended September 30, 1997 and 1996 were attributable to amounts earned for research performed under the Company's collaborations with Bayer, Warner-Lambert and Eli Lilly. The decrease in revenues for the three and nine months ended September 30, 1997 as compared to the same periods in 1996 is primarily due to a milestone payment of $685,000 from Eli Lilly which was received and recorded as revenue in the third quarter of 1996. RESEARCH AND DEVELOPMENT EXPENSES Research and development expenses increased 63% to $5,489,000 and 39% to $14,469,000 for the three and nine months ended September 30, 1997, respectively, as compared to the same periods in 1996. The increase was primarily due to additional clinical costs associated with Phase I and Phase II clinical trials of ONYX-015, the lead product in the Company's p53 program. The Company expects that research and development expenses will continue to grow during future periods due to the hiring of personnel and the aggressive clinical development plan for ONYX-015. GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses increased 29% to $1,319,000 and 33% to $3,912,000 for the three and nine months ended September 30, 1997, respectively, as compared to the same periods in 1996. The increase was primarily due to increased administrative staffing, additional costs incurred in connection with corporate development activities and higher expenses associated with the Company's reporting and other requirements associated with operating as a publicly held company. General and administrative expenses are expected to increase to support the Company's research and development efforts. NET INTEREST INCOME The Company had net interest income of $511,000 and $1,533,000 for the three and nine months ended September 30, 1997, respectively, as compared with $581,000 and $1,043,000 for the same periods in 1996. For the three months ended September 30, 1997, interest income decreased over the comparable period in 1996 due to a lower average balance of cash, cash equivalents and short-term investments. For the nine months ended September 30, 1997, the increase in net interest income reflects the Company's higher average balance of cash, cash equivalents and short-term investments following its initial public offering of common stock in May 1996. LIQUIDITY AND CAPITAL RESOURCES Since inception, the Company's cash expenditures have substantially exceeded its revenues. The Company has relied primarily on the proceeds from the sale of equity securities and revenue from collaborative research and development agreements to fund its operations. The Company's cash, cash equivalents and short-term investments were $34,568,000 at September 30, 1997, compared with $40,329,000 at December 31, 1996. Increasing levels of clinical research and product development expenses associated with ONYX-015, the lead product in the p53 program, and the higher levels of general and administrative expenses resulted in $6,976,000 of cash used in operations for the nine months ended September 30, 1997. This cash decline was partially offset by Warner-Lambert's $3,333,000 10 ONYX PHARMACEUTICALS, INC. purchase of 192,941 shares of common stock in May 1997. The Company expects cash used in operations will continue to increase as clinical development of ONYX-015 progresses. Total capital expenditures for equipment and leasehold improvements for the nine months ended September 30, 1997 were $1,549,000. The Company expects to make expenditures of approximately $750,000 for the remainder of 1997 for capital equipment and improvements to its existing facility. The Company anticipates that its existing capital resources and interest thereon, and anticipated revenues from its existing collaborations will be sufficient to fund its current and planned operations through the end of 1998. There can be no assurance, however, that changes in the Company's operating expenses will not result in the expenditure of such resources before such time, and in any event, the Company will need to raise substantial additional capital to fund its operations in future periods. As of September 30, 1997, the Company had $7,000,000 available through a line of credit which expires on January 15, 1998. No balance was outstanding on the line of credit at September 30, 1997. BUSINESS RISKS The Company is at an early stage of development. The development of the Company's technology and proposed products will require a commitment of substantial funds to conduct these costly and time-consuming activities. All of the Company's potential products are in research or development and will require significant additional research and development efforts prior to any commercial use, including extensive preclinical and clinical testing as well as lengthy regulatory approval. The development of new products is subject to a number of significant risks. Potential products that appear to be promising at an early stage of development may not reach the market for a number of reasons. Such risks include the possibilities that the potential products will be found ineffective or unduly toxic during clinical trials, fail to receive necessary regulatory approvals, be difficult to manufacture on a large scale, be uneconomical to market or be precluded from commercialization by proprietary rights of third parties. In addition, many of the Company's potential products are subject to development and licensing arrangements with the Company's collaborators. Therefore, the Company is dependent on the research and development efforts of these collaborators. Moreover, the Company is entitled to only a portion of the revenues, if any, realized from the commercial sale of any of the potential products covered by the collaborations. Should the Company or its collaborators fail to perform in accordance with the terms of any of their agreements or terminate such agreements without cause, any consequent loss of revenue under the agreements could have a material adverse effect on the Company's results of operations. There can be no assurance that the Company will be able to maintain existing collaborative agreements, negotiate collaborative arrangements in the future on acceptable terms, if at all, or that any such collaborative arrangements will be successful. To the extent that the Company is not able to maintain or establish such arrangements, the Company would be required to undertake such activities at its own expense. The proposed products under development by the Company have never been manufactured on a commercial scale, and there can be no assurance that such products can be manufactured at a cost or in quantities necessary to make them commercially viable. The Company has no sales, marketing or distribution capability. If any of its products subject to collaborative agreements are successfully developed, the Company must rely on its collaborators to market such products. If the Company develops any products which are not subject to collaborative agreements, it must either rely on other large pharmaceutical companies to market such products or must develop a marketing and sales force with technical expertise and supporting distribution capability in order to market such products directly. The Company intends to seek additional funding through collaborative arrangements, public or private equity or debt financings, capital lease transactions or other financing sources that may be available. However, there can be no assurance that additional financing will be available on acceptable terms or at all. If 11 ONYX PHARMACEUTICALS, INC. additional funds are raised by issuing equity securities, substantial dilution to existing stockholders may result. If adequate funds are not available, the Company may be required to delay, reduce the scope of, or eliminate one or more of its research or development programs or to obtain funds through collaborative arrangements with others that are on unfavorable terms or that may require the Company to relinquish rights to certain of its technologies, product candidates or products that the Company would otherwise seek to develop itself. The foregoing risks reflect the Company's early stage of development and the nature of its industry and proposed product. Also inherent in the Company's stage of development is a range of additional risks, including competition, uncertainties regarding protection of patents and proprietary rights, government regulation and uncertainties regarding health care reform. 12 ONYX PHARMACEUTICALS, INC. PART II: OTHER INFORMATION ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS The effective date of the registration statement for the Company's initial public offering was May 8, 1996. The net proceeds from this initial public offering were $31,159,241. The Company has used the proceeds through the quarter ended September 30, 1997 as follows. Direct or Indirect Payment to Others: Construction of plant, building and facilities $ 762,450 Purchase and installation of machinery and equipment $ 1,801,249 Repayment of Indebtedness $ 583,029 Working Capital $ 27,489,362 Temporary Investment: Cash, Cash Equivalents and Short-Term Investments $ 523,151 13 ONYX PHARMACEUTICALS, INC. ITEM 5. OTHER INFORMATION RESULTS OF ONYX-015 PHASE I CLINICAL TRIALS FOR HEAD AND NECK CANCER Earlier this year, Onyx Pharmaceuticals announced results of a Phase I safety trial of its lead anticancer viral therapy, ONYX-015, in patients with recurrent and refractory head and neck tumors. ONYX-015 was found to be safe and well-tolerated, as well as biologically active. ONYX-015 is a genetically engineered adenovirus that, in prior preclinical studies, has been shown to efficiently replicate in and kill tumor cells deficient in p53 tumor suppressor gene activity. Mutations in p53 are the most common type of genetic abnormality in cancer, occurring in more than 50 percent of human cancer cases, including more than 70 percent of recurrent and refractory cancers of the head and neck. ONYX-015 viral replication may not be solely dependent on abnormal p53 sequence, but more broadly on lack or alteration of p53 function. The primary objectives of this Phase I study were to determine the safety of directly injecting ONYX-015 into tumors of the head and neck; to determine the maximum tolerated dose; and to assess the safety of repeat treatment. Patients in this study had previously received a range of treatments including surgery, radiation and chemotherapy, individually or in combination. The treated tumors ranged in cross-sectional area from 1 cm2 to 80 cm2, with a mean of 17 cm2 and median of 14 cm2. Two dosing regimens were utilized. The first 19 patients received a single, direct intratumoral injection, that could be repeated every 28 days for patients whose tumors did not progress after the first injection. Later, an additional nine patients received direct intratumoral injections daily over five days, also with the option of repeat treatment. A final cohort of four patients received a single direct intratumoral injection at the highest feasible dose level to confirm that the desired dose level for Phase II trials is within an acceptable safety margin for virus dosing. A total of thirty-two patients were treated in the Phase I trial, of which eleven patients received repeat treatments. ONYX-015 was well-tolerated and investigators observed no dose-limiting toxicities. Mild, transient flu-like symptoms were observed in approximately 30% of the single dose patients and in approximately 60% of the multiple dose patients. Researchers also studied the ability of ONYX-015 to replicate in tumors, as well as the local and systemic immune response to the virus. Viral replication was detected in two of thirteen patients with evaluable biopsies on the single dose regimen, and in four of four patients with evaluable biopsies on the multiple dose regimen, six or seven days following injection. Approximately 70 percent of the 28 patients tested entered the study with neutralizing antibodies to the adenovirus; some of these patients experienced tumor necrosis. After treatment, all patients in the study had neutralizing antibodies, including those patients who had tumor necrosis. While the focus of this study was safety, the effect of injection on tumor growth was a secondary objective of the study. Of the 23 patients receiving single injection treatment, three experienced more than 50 percent reduction in the size of their injected tumors, with one patient experiencing a greater than 70 percent decrease. An additional three patients had significant necrosis (greater than 30%) of their injected tumors. Several patients experienced lesser degrees of tumor necrosis, including six whose tumors were stable and non-progressive following treatment. In comparison, of the nine patients treated with the virus daily for five days three experienced more than 50 percent reduction in the size of their injected tumors, with one patient experiencing a greater than 70 percent decrease lasting over six months. An additional three patients had significant necrosis of their injected tumors, and one patient's tumor was non-progressive following treatment. In addition, tumor necrosis was associated with clinical benefit in some of the patients, including decreased pain, improved ability to swallow and improved speech. Necrosis was observed primarily in the tumor tissue surrounding the site of injection. 14 ONYX PHARMACEUTICALS, INC. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits Exhibit 10.19* Amended and Restated Research, Development and Marketing Collaboration Agreement dated as of May 2, 1995 between the Registrant and Warner-Lambert Company Exhibit 10.20* Research, Development and Marketing Collaboration Agreement dated as of July 31, 1997 between the Registrant and Warner-Lambert Company Exhibit 10.21 Addendum to Credit Terms and Conditions dated March 10, 1997 between the Registrant and Imperial Bank. Exhibit 11.1 Statement Regarding Computation of Net Loss Per Share Exhibit 27.1 Financial Data Schedule b) Form 8-K No reports on Form 8-K were filed during the period covered by this report. * Confidential Treatment Requested 15 ONYX PHARMACEUTICALS, INC. 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 thereunto duly authorized. ONYX PHARMACEUTICALS, INC. Date: November 14, 1997 By:/s/ Hollings C. Renton ---------------------- Hollings C. Renton President, Chief Executive Officer and Director (Principal Executive Officer) Date: November 14, 1997 By:/s/ Douglas L. Blankenship -------------------------- Douglas L. Blankenship Treasurer (Principal Financial and Accounting Officer) 16 ONYX PHARMACEUTICALS, INC. EXHIBIT INDEX Sequentially Numbered Exhibit Number Description of Exhibits Page - -------------- ----------------------- ---- 10.19* Amended and Restated Research, Development and Marketing Collaboration Agreement dated as of May 2, 1995 between the Registrant and Warner-Lambert Company 10.20* Research, Development and Marketing Collaboration Agreement dated as of July 31, 1997 between the Registrant and Warner- Lambert Company 10.21 Addendum to Credit Terms and Conditions dated March 10, 1997 between the Registrant and Imperial Bank 11.1 Statement Regarding Computation of Net Loss per Share 27.1 Financial Data Schedule * Confidential Treatment Requested 17