Exhibit 10.1





Exhibit 10.1









BY HAND




February 24, 2010




Mr. Stephen Anderson

2245 Nelson Avenue

West Vancouver, BC

V7V 2P9




Dear Mr. Anderson:




Re: Termination of Employment



Further to our discussions, we confirm that OncoGenex Technologies Inc. and OncoGenex
Pharmaceuticals Inc. (the “Company”) and you have agreed as follows:





	 	•	 	Section 6(a) of your employment agreement is amended by the insertion of
the words
“and 12 days” immediately after the words “nine (9) months” such that the applicable
portion of this section now reads: “...sum of nine (9) months and 12 days (the
“Severance Period”)...”.

	 
	 	•	 	Your employment with the Company and your office of chief financial
officer ends at
the end of today, February 24, 2010 (the “Termination
Date”). You will provide any
reasonable assistance the Company requires in transitioning to a new CFO.

	 
	 	•	 	In lieu of the one month’s notice contemplated under section 5(a) of your
employment
agreement, you will instead receive one month’s Base Compensation (as that term is
defined in the agreement). This amount is included below in the reference to the 10
months and 12 days Base Compensation payable to you.

	 
	 	•	 	On February 25, 2010, the Company will issue a news release in the form attached.

	 
	 	•	 	Should the Company receive any requests for references about you, it will
provide
references consistent with the news release.





You will be entitled to the following remuneration following the Termination Date:





	 	•	 	All unpaid salary and unpaid vacation pay accrued through the Termination Date.

	 
	 	•	 	Any unreimbursed business expenses.

	 
	 	•	 	$187,361.23 as payment of a total of 10 months’ and 12 days’ Base
Compensation.
This amount will be treated as a retiring allowance, with 30 percent withholding for
statutory deductions.

	 
	 	•	 	The time-based vesting restrictions shall immediately lapse on any
 shares of Parent
common stock that would have time-vested if you had continued in employment up to






OncoGenex
Technologies Inc.

Suite 400 - 1001 West Broadway, Vancouver, BC, Canada V6H 4B1

TELEPHONE: 604.736.3678       FAX: 604.736.3687




OncoGenex
Technologies Inc. is a wholly owned subsidiary of OncoGenex
Pharmaceuticals, Inc. NASD- OGXI www.oncogenex.com



 












 











	 	 	 	and including December 31, 2010. For clarity, under this agreement you will be
entitled to exercise those options that you currently hold and which are scheduled to
vest on or before December 31, 2010.

	 
	 	•	 	To the extent that the Company’s extended benefit plans permit, continued coverage
under all of the Company’s group medical, dental and insurance plans, excluding short
and long term disability and any pension plans, until the earlier of:







	 	i.	 	December 31, 2010; or

	 
	 	ii.	 	the date you become employed elsewhere
and are provided coverage under a comparable extended benefits
plan.







	 	•	 	To the extent that benefits, excluding short term and long term disability
plans and pension plans, do not continue following the Termination Date, the Company
shall pay you, within 30 days after the Termination Date, an amount equal to the sum
you would be required to pay privately to receive comparable benefit coverage to
December 31, 2010.





Unpaid salary, accrued vacation pay and business expenses will be paid within 10
days of the Termination Date. To receive all of the other payments, you will be
required to execute and deliver the attached release by 9 pm today, February 24,
2010, to Dean Crawford, Heenan Blaikie LLP. Provided that you do so, these payments
will be made to you by March 15, 2010.



Your coverage under the Company’s short term and long term disability plans will terminate
effective immediately. You may have an option to convert to individual coverage under these
plans. Should you wish to discuss whether this option exists, please contact Debbie
Bortolussi.



The Company is also prepared to provide you with career counseling through Knightsbridge.
Enclosed with this letter is a description of the services available to you under the career
counseling program that would be made available to you. Your allocated number of units for
the career counseling program would be 35.



 


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Should you have any questions concerning these matters, please let us know. Otherwise, please
review the attached Release, obtain any advice you require, including legal advice, and then
sign the enclosed copy of this letter and return it and the executed Release to us.




	 	 	 	 	 
	Yours truly,



OncoGenex Technologies Inc.

 	 	 
	/s/ Scott Cormack
 	 	 
	Scott Cormack 	 	 
	President and CEO 	 	 
	 


I, Stephen Anderson, agree to the amendment of my employment agreement and the terms relating
to the termination of my employment with the Company, as set out in this letter.




	 	 	 	 	 
	 	 	 
	

/s/ Stephen Anderson
 	 	 
	Stephen Anderson 	 	 
	 	 	 



	 	 	 	 	 	 	 
	/s/
Geoffrey D.G. Peretz
 


	 	 
	 	Geoffrey D.G. Peretz
 

	 	 
	(Signature of Witness)

	 	 	 	(Name of Witness)	 	 







 


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