Exhibit 10.44
 COLLABORATION AND LICENSE AGREEMENT
  ONCOGENEX TECHNOLOGIES INC.
  TEVA PHARMACEUTICAL INDUSTRIES LTD.
 *
    
    Certain information in this exhibit has been omitted as confidential, as indicated by [***]. This
information has been filed separately with the Commission.




---



##### 



TABLE OF CONTENTS
 PageARTICLE 1 DEFINITIONS
    
    
    2ARTICLE 2 GRANT OF RIGHTS
    
    
    29ARTICLE 3 TRANSITION; DEVELOPMENT AND COMMERCIALIZATION; REGULATORY MATTERS
    
    
    35ARTICLE 4 PAYMENTS AND STATEMENTS
    
    
    56ARTICLE 5 REPRESENTATIONS, WARRANTIES AND COVENANTS
    
    
    68ARTICLE 6 PATENT MATTERS
    
    
    76ARTICLE 7 CONFIDENTIALITY AND PUBLICITY
    
    
    88ARTICLE 8 TERM AND TERMINATION
    
    
    92ARTICLE 9 INDEMNIFICATION AND INSURANCE
    
    
    102ARTICLE 10 MISCELLANEOUS
    
    
    108
  i




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##### 



ONCOGENEX TECHNOLOGIES INC. TEVA PHARMACEUTICAL INDUSTRIES LTD.
 B A C K G R O U N D:




---



##### 



ARTICLE 1
 DEFINITIONS
  Act
 Advanced Reimbursement
  2




---



##### 



Affiliate Controlling Interest
 Agreement Term
 Anniversary Date
 ASO
 Authorized Generic Product
 Authorized Generic Royalty Term
 Bankruptcy Code
  3




---



##### 



Breaching Party
 Business Day
 Calendar Quarter provided however
 Calendar Year provided however
 C.F.R.
  4




---



##### 



Change of Control
   Clinical Development Plan CDP
 Clinical Study Clinical Studies
 Clusterin
  5




---



##### 



CMC
 Combination Product
 Commercialize Commercialization
 Commercially Reasonable Efforts
   6




---



##### 



Control
  7




---



##### 



Co-Promotion Activities
 Co-Promotion Agreement
 Co-Promotion Option
 Co-Promotion Option Term
 CRPC
 Data
 Data and Safety Monitoring Board DSMB
  8




---



##### 



Develop Development
 Development Expenses
 Disputed Claim
 Dollar $
 Drug Approval Application
  9




---



##### 



Effective Date
 EMEA
 EMEA Approval
 Estimated Launch Date
 EU
 EU Market Payment Event
  10




---



##### 



EU Approval
 Existing IND
 Expense Report
 FDA
 FDA Approval
 Field
 First Commercial Sale
  11




---



##### 



FTE
 FTE Rate CPI
 GAAP
 Generic Competition
 Generic Competition Event
  12




---



##### 



Generic Competition
 Generic Launch Date
 Generic Product but excluding
  HSR Act
  13




---



##### 



HSR Rules
  Improvement
 IND
  14




---



##### 



Insurance
 Intellectual Property
 Isis
 Joint Improvement
 Joint Steering Committee JSC
 Know-How
 Knowledge
  15




---



##### 



Label(ing)
 Laws
 Licensed Compound but excluding,
 Licensed Product
 Losses
 MAA
  16




---



##### 



NDA
 Net Sales
       17




---



##### 



provided however
   provided that
  18




---



##### 



New Indication
  OGX-011 MeCAGMeC MeU
MeCAMeU
 CAGCA GGCTC but excluding
  19




---



##### 



OGX-427 5-GGGAMeCGMeCGGMeCGMeCTMeCGGMeUMeCAMeU-3 but excluding
  OGX Improvement
 OGX Indemnified Parties
 OGX Intellectual Property
 OGX Know-How
  20




---



##### 



OGX Patent Rights
 OGX Pharma Common Shares
 OGX Product Specific Intellectual Property
  21




---



##### 



OGX Trademarks
 Other Compound
 Parent
 Parties Patent Rights
 Party
 Patent Rights
 Phase I Clinical Study
  22




---



##### 



Phase II Clinical Study
 Phase III Clinical Study
 Primary EU Markets
 Prime Rate
 Product
  23




---



##### 



Product Know-How
 Product Patent
 Proprietary Information
 Regulatory Approval
  24




---



##### 



Regulatory Authority
 Regulatory Document Transfer Date
 Regulatory Documents
 Royalty Term provided however
  25




---



##### 



SEC
 Substantial Generic Competition
 Substantial Generic Competition Event
 Substantial Generic Competition
 Successor Entity
 erritory
 Teva Indemnified Parties
 Teva Know-How
  26




---



##### 



Teva Improvements
 Teva Patent Rights
 Third Party
 Third Party Agreements
 Third Party Claims
 Third Party License Agreements
 Trademarks
 UBC
 United States U.S.
  27




---



##### 



Upfront Payment
 Valid Claim provided however
 Additional Defined Terms
 Defined Term
    
    Section or ProvisionAAA
    
    10.8(c)Burdened Product
    
    4.6(d)(i)CSR
    
    3.5(b)Field Infringement
    
    6.3(b)Indemnified Party
    
    9.4(a)
  28




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##### 



Defined Term
    
    Section or ProvisionIndemnifying Party
    
    9.4(a)Infringement Claim
    
    6.4(a)Infringement Notice
    
    6.4(a)Invalidity Claim
    
    6.3(g)Inventions
    
    6.1(a)(ii)IP Transfer Date
    
    6.1(a)(i)Isis Agreement
    
    Schedule 3.3(a)Limits of Liability
    
    9.6(h)Manufacturing Resources
    
    8.4(g)OGX Disclosure Schedule
    
    5.2Other Product
    
    2.7Patent Challenge
    
    8.2(c)Prosecute or Prosecution
    
    6.2(a)Regulatory Correspondence
    
    3.6(a)(i)Required Third Party Rights
    
    4.6(d)(i)Sublicense Agreement
    
    2.1(b)(i)UBC Agreement
    
    Schedule 3.3(a)U.S./Canadian Commercialization
    
    Plan                      3.7(a)
 ARTICLE 2
GRANT OF RIGHTS
 Grants by OGX provided that
  29




---



##### 



Sublicense Agreement provided that
 provided however provided that
  30




---



##### 



31




---



##### 



Grants by Teva
 Negative Covenant
 No Implied Licenses; Limitations except
  32




---



##### 



Exclusivity but excluding
 Authorized Generic Products Authorized Generic
Product
  33




---



##### 



Other Products mutatis mutandis
  34




---



##### 



ARTICLE 3
 TRANSITION; DEVELOPMENT AND COMMERCIALIZATION;
REGULATORY MATTERS
 Overview
 Transfer of Technology
 Information
  35




---



##### 



Transfer of Materials
 Technical Assistance
  36




---



##### 



Alliance Managers
 For OGX:
  For Teva:
  Third Party Agreements
 Third Party
Agreements Third Party License Agreements
  37




---



##### 



Further Acts
  38




---



##### 



Development and Commercialization
 General Clinical Development Plan Exhibit A
 Clinical Development Plan CSRs Exhibit A Exhibit A
  39




---



##### 



Specific Obligations
 Obligations of OGX
   Obligations of Teva
   40




---



##### 



Deviations from Clinical Development Plan Exhibit A
  41




---



##### 



provided that
 Joint Steering Committee JSC
  42




---



##### 



provided, however
 Exhibit A
  43




---



##### 



44




---



##### 



provided however provided that provided however
   45




---



##### 



Reports
  46




---



##### 



Records
 Promotional Materials and Activities
 Ownership of Copyrights and Trademarks
  47




---



##### 



Sales of Licensed Product
 Supply of Licensed Product
  48




---



##### 



Regulatory Matters
 Rights and Responsibilities
 Regulatory Correspondence provided however
 provided however
  49




---



##### 



Existing IND Existing IND
  50




---



##### 



Regulatory Filings, Approvals and Applications Regulatory
Documents provided however Regulatory Document Transfer
Date
 Pharmacovigilance
  51




---



##### 



Recalls and Other Corrective Action provided however
  52




---



##### 



OGX Option to Co-Promote
 US and Canadian Commercialization US/Canadian Commercialization Plan
 The Co-Promotion Option Co-Promotion Option Co-Promotion Option Term
  53




---



##### 



Exercising the Co-Promotion Option provided however
 Delegation of Co-Promotion Rights or Obligations
  54




---



##### 



Co-Promotion Agreement Co-Promotion Agreement
 Co-Promotion Term provided that
  55




---



##### 



ARTICLE 4
 PAYMENTS AND STATEMENTS
 Upfront Payment, Advanced Reimbursement and Development Milestones
 General
 Adjusted Milestone Payment Schedule
  56




---



##### 



Royalties
 Ongoing Royalties
 Generic Competition
 Reduction in Royalties
 Resumption of Royalties with Respect to Generic Competition
  57




---



##### 



Resumption of Royalties with Respect to Substantial Generic Competition provided that
 Royalties for Authorized Generic Products mutatis mutandis
  58




---



##### 



One Time Sales Threshold Royalties
 Combination Products
  59




---



##### 



Changes in Commercialization
 Development Expenses Expense Report
  60




---



##### 



Royalty Payments and Reports
 Royalty Payments
  61




---



##### 



Equity Investment
 General Payment Provisions
 Payment Method
  62




---



##### 



Withholding Taxes
 Currency Exchange The Wall Street Journal provided however
  63




---



##### 



Obligations to Third Parties
 Reduction for Third Party Royalties but excluding, provided that provided further however
  64




---



##### 



OGX Obligations to Third Parties
   65




---



##### 



Audits provided that provided that
   66




---



##### 



provided however provided however Prime Rate The Wall Street Journal
   67




---



##### 



Late Payments
 ARTICLE 5
 REPRESENTATIONS, WARRANTIES AND COVENANTS
 General Representations, Warranties and Covenants
    68




---



##### 



69




---



##### 



Additional OGX Representations, Warranties and Covenants OGX
Disclosure Schedule
    70




---



##### 



71




---



##### 



72




---



##### 



73




---



##### 



Additional OGX Covenants
   74




---



##### 



Additional Teva Representations and Warranties
    Disclaimer of Additional Warranties
  75




---



##### 



ARTICLE 6
 PATENT MATTERS
 Ownership
  Existing IP provided however
 Program IP
  76




---



##### 



provided however
 Employees and Agents provided however
  77




---



##### 



Maintenance and Prosecution
 OGX Patent Rights Prosecute Prosecution provided however i.e.,
  78




---



##### 



provided that
 Teva Patent Rights
  79




---



##### 



Third Party Infringement
 Parties Patent Rights
 provided however de minimis
  80




---



##### 



provided however de minimis
  81




---



##### 



provided, however , provided however de minimis
   82




---



##### 



83




---



##### 



provided that provided that
  84




---



##### 



Third Party Intellectual Property
  provided however
  85




---



##### 



provided that de minimis
 de minimis
   86




---



##### 



Patent Term Extensions provided however
  87




---



##### 



ARTICLE 7
 CONFIDENTIALITY AND PUBLICITY
 Non-Disclosure and Non-Use Obligations
      88




---



##### 



Permitted Disclosure of Proprietary Information
   provided that
 Certain Disclosures
  89




---



##### 



provided however provided that provided further provided further bona fide
  90




---



##### 



Publications
  91




---



##### 



ARTICLE 8
 TERM AND TERMINATION
 Term and Expiration
  Agreement Term
 provided however
  92




---



##### 



Early Termination of Agreement Term
 Termination by Teva
 Termination by Either Party
 Breach Breaching Party
  93




---



##### 



Bankruptcy provided however
 Termination by OGX Patent Challenge
  94




---



##### 



Rights Not Affected Bankruptcy Code
  95




---



##### 



96




---



##### 



Effect of Expiration or Termination; Survival
 other than
   97




---



##### 



98




---



##### 



provided that
  99




---



##### 



Exhibit A provided however provided that
  100




---



##### 



Manufacturing Resources
  101




---



##### 



ARTICLE 9
 INDEMNIFICATION AND INSURANCE
 Indemnity OGX Indemnified
Parties Teva Indemnified Parties
 Teva Indemnification Third Party Claims provided however
  102




---



##### 



OGX Indemnification provided however
  103




---



##### 



Indemnification Procedure
 Indemnified Party Indemnifying Party
 Disputed Claim provided however
  104




---



##### 



Settlement of Indemnified Claims
 Insurance
 Insurance
  105




---



##### 



106




---



##### 



Limitation of Liability
  107




---



##### 



ARTICLE 10
 MISCELLANEOUS
 Force Majeure provided that
  108




---



##### 



Assignment provided however provided further however
 Severability
  109




---



##### 



Notices
 e.g.
  
  th
  
   110




---



##### 



e.g. e.g.
  
  
  
   111




---



##### 



th
   th
   Specific Performance
  112




---



##### 



Further Assurances
 Change of Control
  113




---



##### 



Applicable Law, Venue and Dispute Resolution
   et al
  114




---



##### 



Entire Agreement
 Independent Contractors
 Waiver
 Headings; References
  115




---



##### 



Interpretation
 Counterparts
 No Third Party Beneficiaries
  116




---



##### 



Delegation
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
  117




---



##### 



ONCOGENEX TECHNOLOGIES INC.By:
    
    /s/ Scott CormackName: Scott CormackTitle:   President & CEOTEVA PHARMACEUTICAL INDUSTRIES LTD.By:
    
    /s/ Moshe Manor

Name: Moshe ManorTitle: Group VP  Global Branded ProductsBy:
    
    /s/ Chen Schor

Name: Chen SchorTitle: VP, Business DevelopmemtGlobal
Branded Products
  118




---



##### 



SCHEDULES AND EXHIBITS
 
  *
    
    Certain information in this exhibit has been omitted as confidential, as indicated by [***]. This
information has been filed separately with the Commission.




---



##### 



SCHEDULE 1.50
 FTE RATES BY FUNCTIONAL AREA
 Position
    
    FTE RateLevel 2 (Director  Clinical Research, Data Management, CMC and IP)
    
    $[***]/ hrLevel 3 (Clinical Research Associate, SAS Programmer and Data Manager)
    
    $[***]/ hr
 *
    
    Note: Should other resources than the levels set forth in the above table be required, the JSC
shall have the discretion to include such resources at a rate or rates to be mutually agreed by the Parties.  2




---



##### 



SCHEDULE 1.88
 OGX PATENT RIGHTS
  FILE
    
    FILEDOCKET
    
    TITLE
    
    INVENTORS
    
    TYPE
    
    DATE
    
    PATENT/PUB #
    
    SERIAL #
    
    STATUS
    
    NOTES[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
  3




---



##### 



[***] PATENTS
 [***]
    
    [***]
    
    [***]
    
    US
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***] compositions[***]
    
    [***]
    
    [***]
    
    EP
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***] compositions[***]
    
    [***]
    
    [***]
    
    JP
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***] compositions[***]
    
    [***]
    
    [***]
    
    JP
    
    [***]
    
    
    
    [***]
    
    [***]
    
    [***] compositions
  [***] PATENTS
 Docket #
    
    Country/Treaty
    
    Patent / Application#
    
    Title
    
    Issue Date[***]N/A
    
    United States
    
    [***]
    
    [***]
    
    [***]
  4




---



##### 



[***] PATENTS
 Assignee
    
    Docket #
    
    Country/Treaty
    
    Patent/ Application #
    
    Title
    
    Issue Date[***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    European Patent Convention (FR, GB, DE, IE, NL, CH, SE, BE, DK)
    
    [***]
    
    [***]
    
    [***][***]
    
    European Patent Convention (FR, GB, DE, JP, CH)
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    Patent Cooperation Treaty (AU, CA, EP, JP)
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    Patent Cooperation Treaty
    
    [***]
    
    [***]
    
    [***][***][***]
    
    European Patent Convention (AT, BE, DK, FI, FR, GB, DE, IE, IT, NL, CH, ES, SE)
    
    [***]
    
    [***]
    
    [***][***]
    
    Canada
    
    [***]
    
    [***][***]
    
    Japan
    
    [***]
    
    [***][***]
    
    New Zealand
    
    [***]
    
    [***]
    
    [***][***]
    
    Australia
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***]
  5




---



##### 



Assignee
    
    Docket #
    
    Country/Treaty
    
    Patent/ Application #
    
    Title
    
    Issue Date[***][***]
    
    European Patent Convention
    
    [***]
    
    [***]
    
    [***][***]
    
    Canada
    
    [***]
    
    [***]
    
    [***][***]
    
    Australia
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***]
 [***] PATENTS
 Patent/Technology
    
    Docket #
    
    Country/Treaty
    
    Application #
    
    Title
    
    Filing Date[***]
    
    [***]
    
    European Patent Convention
    
    [***]
    
    [***]
    
    [***][***]
    
    Great Britain
    
    [***]
    
    [***]
    
    [***][***]
    
    Germany
    
    [***]
    
    [***]
    
    [***][***]
    
    Switzerland
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    European Patent Convention
    
    [***]
    
    [***]
    
    [***][***]
    
    Belgium
    
    [***]
    
    [***]
    
    [***][***]
    
    Great Britain
    
    [***]
    
    [***]
    
    [***][***]
    
    Germany
    
    [***]
    
    [***]
    
    [***][***]
    
    Switzerland
    
    [***]
    
    [***]
    
    [***][***]
    
    Sweden
    
    [***]
    
    [***]
    
    [***]
  6




---



##### 



Patent/Technology
    
    Docket #
    
    Country/Treaty
    
    Application #
    
    Title
    
    Filing Date[***]
    
    [***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    Canada
    
    [***]
    
    [***]
    
    [***][***]
    
    Europe
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    European Patent Convention
    
    [***]
    
    [***]
    
    [***][***]
    
    Great Britain
    
    [***]
    
    [***]
    
    [***][***]
    
    Ireland
    
    [***]
    
    [***]
    
    [***][***]
    
    France
    
    [***]
    
    [***]
    
    [***][***]
    
    Germany
    
    [***]
    
    [***]
    
    [***][***]
    
    Belgium
    
    [***]
    
    [***]
    
    [***][***]
    
    Switzerland
    
    [***]
    
    [***]
    
    [***][***]
    
    Italy
    
    [***]
    
    [***]
    
    [***][***]
    
    Portugal
    
    [***]
    
    [***]
    
    [***][***]
    
    Spain
    
    [***]
    
    [***}
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    Canada
    
    [***]
    
    [***]
    
    [***][***]
    
    European Patent Convention
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    European Patent Convention
    
    [***]
    
    [***]
    
    [***][***]
    
    Japan
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    
    
    
    
    [***]
  7




---



##### 



Patent/Technology
    
    Docket #
    
    Country/Treaty
    
    Application #
    
    Title
    
    Filing Date[***]
    
    [***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    Canada
    
    [***]
    
    [***]
    
    [***][***]
    
    European Patent Convention
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    European Patent Convention
    
    [***]
    
    [***]
    
    [***][***]
    
    Germany
    
    [***]
    
    [***]
    
    [***][***]
    
    Spain
    
    [***]
    
    [***}
    
    [***][***]
    
    France
    
    [***]
    
    [***]
    
    [***][***]
    
    Great Britain
    
    [***]
    
    [***]
    
    [***][***]
    
    Italy
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    European Patent Convention
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    United States
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    Patent Cooperation Treaty
    
    [***]
    
    [***]
    
    [***]
  8




---



##### 



SCHEDULE 1.90
 [***]
 DOCKET
    
    TITLE
    
    INVENTORS
    
    FILE TYPE
    
    FILE DATE
    
    PATENT/PUB #
    
    SERIAL #
    
    STATUS
    
    NOTES[***]
    
    [***]
    
    [***]
    
    US
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Method[***]
    
    [***]
    
    [***]
    
    US CIP (1)
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Combination composition[***]
    
    [***]
    
    [***]
    
    AU
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Composition[***]
    
    [***]
    
    [***]
    
    CA
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Composition[***]
    
    [***]
    
    [***]
    
    EP
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Composition[***]
    
    [***]
    
    [***]
    
    HU
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Method[***]
    
    [***]
    
    [***]
    
    IL
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Composition[***]
    
    [***]
    
    [***]
    
    JP
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Method[***]
    
    [***]
    
    [***]
    
    KR
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Method[***]
    
    [***]
    
    [***]
    
    KR Divisional
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Composition
  9




---



##### 



DOCKET
    
    TITLE
    
    INVENTORS
    
    FILE TYPE
    
    FILE DATE
    
    PATENT/PUB #
    
    SERIAL #
    
    STATUS
    
    NOTES[***]
    
    [***]
    
    [***]
    
    NO
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Method[***]
    
    [***]
    
    [***]
    
    NZ
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Composition[***]
    
    [***]
    
    [***]
    
    US CIP (2)
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Compound[***]
    
    [***]
    
    [***]
    
    US CON
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Method[***]
    
    [***]
    
    [***]
    
    US CON
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Composition[***]
    
    [***]
    
    [***]
    
    US
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Method[***]
    
    [***]
    
    [***]
    
    US
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Method[***]
    
    [***]
    
    [***]
    
    US
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Method[***]
    
    [***]
    
    [***]
    
    AU
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Method[***]
    
    [***]
    
    [***]
    
    CA
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Method[***]
    
    [***]
    
    [***]
    
    EP
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Method
  10




---



##### 



DOCKET
    
    TITLE
    
    INVENTORS
    
    FILE TYPE
    
    FILE DATE
    
    PATENT/PUB #
    
    SERIAL #
    
    STATUS
    
    NOTES[***]
    
    [***]
    
    [***]
    
    IL
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Method[***]
    
    [***]
    
    [***]
    
    JP
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Method[***]
    
    [***]
    
    [***]
    
    KR
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Method[***]
    
    [***]
    
    [***]
    
    NO
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Method[***]
    
    [***]
    
    [***]
    
    NZ
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Method[***]
    
    [***]
    
    [***]
    
    US
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Method for treating[***]
    
    [***]
    
    [***]
    
    US
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Method for treating[***]
    
    [***]
    
    [***]
    
    AU
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Method for treating[***]
    
    [***]
    
    [***]
    
    CA
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Method for treating[***]
    
    [***]
    
    [***]
    
    EP
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Method for treating[***]
    
    [***]
    
    [***]
    
    JP
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    Method for treating[***]
    
    [***]
    
    [***]
    
    US
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
compositions[***]
    
    [***]
    
    [***]
    
    EP
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
compositions[***]
    
    [***]
    
    [***]
    
    JP
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
compositions[***]
    
    [***]
    
    [***]
    
    JP
    
    [***]
    
    
    
    [***]
    
    [***]
    
    [***]
compositions
  11




---



##### 



SCHEDULE 1.91
 OGX TRADEMARKS
 Trademarks or Tradename
  Registered Domain Names
 
 USAN Name for OGX-011
   12




---



##### 



SCHEDULE 3.2(a)
 INFORMATION TO BE TRANSFERRED TO TEVA
  Within following the Effective Date:
 1.
    
    All documents related to Licensed Compounds or Licensed Products (including without
limitation all Third Party Agreements) in the electronic data room as of [***], 2009 and
any additions up to the Effective Date.
 Within following the Effective Date (to the extent not provided in the
electronic data room and transferred pursuant to the above):
 1.
    
    To the extent not included in the above, all documents provided during the on-site due
diligence and listed on the OncoGenex due diligence document index dated [***], 2009
 2.
    
    All available clinical trial SAS datasets
 3.
    
    CRFs from OncoGenex-sponsored trials
 4.
    
    Current SAE narratives for all studies
 5.
    
    Current SAS summary tables of safety data for all studies
 6.
    
    Current SAS summary tables for all studies
 7.
    
    All regulatory documents and correspondence, including:
 (i)
    
    All the INDs in existence and contents ([***]).(ii)
    
    All [***] contact reports and meeting minutes.(iii)
    
    A list of all ongoing activities that eventually need to be filed to
the IND.(iv)
    
    All [***] documents and correspondence, including:
  8.
    
    All IP related materials, including agreements with any other company or university
from which any IP was licensed
 9.
    
    All preclinical reports in OncoGenex possession
 10.
    
    All preclinical published material on OGX-011 or its precursors.
 11.
    
    Drug Substance (DS):
 (i)
    
    [***] executed batch records for batch [***](ii)
    
    Analytical raw data for batch [***] release
  13




---



##### 



(iii)
    
    COA for [***] batch(iv)
    
    Raw materials COAs for [***] batch ([***] and [***])(v)
    
    Raw materials analyses  release raw data(vi)
    
    Analytical methods, all available development reports etc(vii)
    
    Comparability report and raw data performed between [***] and [***](viii)
    
    Stability data  tables and raw data for all DS batches(ix)
    
    Any available chemical development reports(x)
    
    Reference standard qualification report
 12.
    
    Drug Product (DP):
 (i)
    
    Documentation from [***] and previous vendors: executed formula records
of all DP batches(ii)
    
    COAs of all DP batches ([***])(iii)
    
    Stability data of all DP batches
 13.
    
    Nonclinical studies and related documents:
 (i)
    
    [***] repeated administration in [***] (study report [***])(ii)
    
    [***] repeated administration in [***] (study report [***])(iii)
    
    [***] assay (study report [***])(iv)
    
    [***] ([***])(v)
    
    [***] assay ([***])(vi)
    
    Updated toxicology plan for the development of OGX-011 (2009)
 14.
    
    PK/ADME documents:
 (i)
    
    The toxicokinetic report of [***] study report: A [***] of [***] in the
[***] with a [***] Recovery Period. [***].(ii)
    
    The toxicokinetic report of [***] study report: A [***] in the [***]
with a [***] Recovery Period. [***].
 15.
    
    OGX-011-07 and OGX-011-05 Studies: Current patient profiles
 16.
    
    Phase II study OGX-011-06 in combination with Docetaxel in advanced Breast Cancer-
Final [***] report
  14




---



##### 



As soon as reasonably practicable (to the extent not provided in the electronic data room
and transferred pursuant to the above):
 1.
    
    CRFs from the [***] Sponsored Study OGX-011-03 when available from [***] (if CRFs are
required from other [***] studies, copies must [***] with [***]).
 2.
    
    CRFs from the OncoGenex Sponsored Studies that are collected from the clinical sites
more than 60 days after the Effective date
 3.
    
    For DS later stage:
 (i)
    
    BRs of DS batches :[***](ii)
    
    COA and release analyses raw data for DS batches :[***]
 4.
    
    Phase 1 Study with PK components OGX-011-02 ([***])  Final Signed off
 5.
    
    Pharmacokinetic data for investigator sponsored study OGX-011-04
  15




---



##### 



SCHEDULE 3.2(b)
 MATERIALS TO BE TRANSFERRED TO TEVA
 1.
    
    [***] of OGX-011 API manufactured by [***] for toxicology studies, OncoGenex Lot [***].2.
    
    [***]of OGX-011 API manufactured by [***], batch [***].3.
    
    [***] vials of liquid reference standard (0.1 mg/mL, 1 mL fill in single use vials) to
be provided to Teva after qualification and receipt by OGX of materials on order.4.
    
    [***] of OGX-011[***] used for the [***] of [***] and such other [***], including [***]
of OGX-011, as approved to be ordered by the JSC.5.
    
    Such quantities and number of raw material [***] (not exclusive to OncoGenex) as
approved to be ordered by the JSC and as available from [***].
  16




---



##### 



SCHEDULE 3.2(c)
 REPORTS TO BE PROVIDED BY OGX
  Phase 1 Study 
OGX-011-01
NCIC Sponsored
    
    Open-label, Phase 1,
dose-escalation, safety,
pharmacokinetic and pharmacodynamic
study of weekly doses of custirsen
in combination with neoadjuvant
hormone therapy (NHT) in patients
with localized prostate carcinoma
prior to radical prostatectomy.Phase 1 Study 
OGX-011-02
NCIC Sponsored
    
    Open-label, non-blinded, Phase 1
dose escalation, safety and
pharmacokinetic study of custirsen
in combination with docetaxel in
patients with solid tumors that were
known to over express clusterin.Phase 2 Study 
OGX-011-03
NCIC Sponsored
    
    Randomized, non-blinded study
evaluating weekly custirsen in
combination with docetaxel and
prednisone compared to docetaxel and
prednisone alone for first-line
chemotherapy treatment in patients
with metastatic hormone refractory
prostate cancer (HRPC).Phase 2 Study 
OGX-011-04
Investigator Sponsored
    
    Open-label, non-blinded study
evaluating the combination of NHT
and custirsen prior to radical
prostatectomy in patients with
localized prostate carcinoma. The
study was a two-stage design; only
stage 1 was conducted.Phase 1/2 Study 
OGX-011-05
OncoGenex Sponsored
    
    Open-label, non-blinded, Phase 1/2
study of custirsen in combination
with a gemcitabine/platinum-based
regimen (gemcitabine/cisplatin or
gemcitabine/carboplatin) in
chemotherapy-naïve patients with
advanced non-small cell lung cancer
(NSCLC). The Phase 2 dose of
custirsen in combination with
gemcitabine/cisplatin.Phase 2 Study 
OGX-011-07
OncoGenex Sponsored
    
    This study is evaluating custirsen
in combination with second-line
chemotherapy (either mitoxantrone or
docetaxel) in patients with HRPC who
were previously treated with
docetaxel and progressed on or
within 6 months of treatment. The
protocol was amended and additional
patients were added in the docetaxel
plus custirsen arm.
  Phase 2 Study 
OGX-011-06
NCIC Sponsored
    
    Phase 2 study of custirsen in combination with docetaxel in
advanced breast cancer. The study was a two stage design.
14 patients were to be entered into Stage 1, Stage 2 was
not conducted.
  17




---



##### 



SCHEDULE 3.3(a)
 THIRD PARTY AGREEMENTS
   License Agreements
 (a)
    
    UBC  License Agreement dated November 15, 2001 (commencing Nov. 1, 2001) between OGX and the
University of British Columbia pursuant to which OGX is granted an exclusive, world-wide,
royalty-bearing license to certain intellectual property related to antisense inhibitors of
Clusterin together with Amending Agreement dated August 30, 2006, August 7, 2008 and December
20, 2009.
 (b)
    
    Isis  Amended and Restated License Agreement effective July 2, 2008 between OGX and Isis
Pharmaceuticals, Inc. regarding the unilateral development of OGX-011 together with Amendment
No. 1 to Amended and Restated License Agreement dated December 19, 2009. This agreement and
amendment supercedes the License and Co-development Agreement effective November 16, 2001.
 Pre-Clinical
  Drug Formulation
  Pharmacokinetics & Toxicology
  (b)
    
    [***] effective [***] which expires [***] with [***] together with Quotation dated [***]
regarding [***] in [***].
 Manufacturing
 (a)
    
    [***] between [***] and OGX commencing on the date of execution being [***]
with respect to the [***] for [***].
 (b)
    
    [***] signed as of [***] between OGX and [***] together with Change Orders
dated [***], [***] and [***]; and [***] dated [***], [***] and [***].
  18




---



##### 



(c)
    
    [***] with [***] effective [***] together with Quotation dated [***] regarding
[***] of [***] used in [***] manufacture.
 (d)
    
    [***] effective [***] between Laureate Pharma, Inc. and OGX to which is
attached as [***] the [***]; together with [***] dated [***]. [***] dated [***]
regarding [***] of OGX-011 [***]. [***] dated [***] which adds [***] as product to the
[***] agreement.
 (e)
    
    [***] and [***] dated [***] with Avecia Biotechnology Inc. regarding OGX-011
together with [***] entered into [***] and [***] dated [***], [***] and [***].
 (f)
    
    [***] and [***] effective [***] with [***].
 Clinical Trial Agreements
 (a)
    
    [***] effective [***] between OGX, [***] and [***] with respect to [***].
 (b)
    
    [***] dated [***] between OGX, [***], owner and operator of [***] and [***]
with respect to [***], together with [***] dated [***].
 (c)
    
    [***] effective [***] between OGX, [***] and [***] with respect to [***].
 (d)
    
    [***] effective [***] between [***], the [***], [***] and OGX regarding for the
[***] entitled [***].
 (e)
    
    [***] effective [***] between OGX and [***] and [***] with respect to [***].(f)
    
    [***] effective [***] between OGX, BC [***] and [***] with respect to [***].
 (g)
    
    [***] dated [***] between [***] at [***] in the style and cause of the [***]
and OGX with respect to [***]. [***] study.
 (h)
    
    [***] effective [***] between OGX, [***] and [***] with respect to [***].
 (i)
    
    [***] effective [***] between OGX and [***] and [***] with respect to [***] and
Amendment thereto effective [***].
 (j)
    
    [***] effective [***] between OGX and [***] at [***] and [***] with respect to
[***].
 (k)
    
    [***] dated [***] between [***] at [***] in the style and cause of the [***]
and OGX with respect to [***] study.
 (l)
    
    [***] effective [***] between OGX and [***] of [***] and [***] with respect to
[***].
  19




---



##### 



(m)
    
    [***] effective [***] between OGX, [***] with respect to [***] together with
[***] effective [***].
 (n)
    
    [***] effective [***] between OGX and [***] and [***] with respect to [***].
 (o)
    
    [***] dated [***] between OGX and [***] and [***] with respect to protocol
[***].
 (p)
    
    [***] dated [***] between OGX and [***] and [***] with respect to protocol
[***].
 (q)
    
    [***] dated [***] between OGX and [***] regarding grant for OGX-011 together
with the [***] dated [***] which amends the schedule of payment together with the [***]
dated [***] which amends the terms set out in the [***] and [***]. The subject matter
of this [***] relate to [***], a [***] the [***] and [***] of OGX-011 in combination
with [***] in patients with [***], for which OGX has provided OGX-011 and the study
results have been publicly presented and provided to Teva.
 Contract Research Agreement
 (a)
    
    [***] dated [***] between [***] at [***] and OGX.
 (b)
    
    [***] dated [***] between [***] at [***] and OGX.
 (c)
    
    [***] effective [***] between [***], [***] and OGX regarding [***] an [***] to
evaluate [***] using [***] of OGX-011 in [***] and [***].
 (d)
    
    [***] with [***] dated [***] regarding the development of a [***] to support a
[***] of an [***] product.
 Clinical Agreements
 (a)
    
    [***] with [***] and [***] for [***] effective [***] regarding [***].
 (b)
    
    [***] with [***] and [***] for [***] effective [***] regarding [***].
 CRO
 (a)
    
    [***] for [***] and [***] effectively dated [***] between [***] and OGX
together with Amendment #1 dated [***].
 (b)
    
    [***] effective [***] between [***] and OGX together with Statement of Work #1
regarding [***] and Statement of Work #2 for [***] dated [***].
  20




---



##### 



(c)
    
    [***] with [***] Effective [***] regarding the application for [***] to [***]
terminating [***] together with [***] dated [***] for work to be completed by
approximately [***].
 (d)
    
    [***] with [***] dated [***] regarding [***] together with Statement of Work
for [***] dated [***] and Statement of Work for [***].
 (e)
    
    [***] with [***], together with non-binding Agreement in Principle dated [***].
 (f)
    
    [***] dated [***] and [***] with [***], a division of [***] together with Scope
of Work No. 1 regarding [***] submission and Scope of Work No. 3 for [***] regarding
[***] operations.
 (g)
    
    [***] with [***] regarding [***] and/or [***] services effective [***] together
with Work Order number [***].
 Material Transfer Agreements
 Date ofName of Party
    
    Agreement
    
    Research Project[***]
    
    [***]
    
    Analysis of [***] in [***] and [***] and its involvement in the
[***] of the [***][***]
    
    [***]
    
    [***] evaluating the therapeutic potential of [***] for [***]
cancer [***] and similar mode systems).[***]
    
    [***]
    
    To evaluate in detail the potential of [***] in the modulation of
[***] of human [***] and [***] (revised [***])[***]
    
    [***]
    
    [***] study of the effects of [***] in [***][***]
    
    [***]
    
    [***] and [***] of [***] in [***] with & w/o [***][***]
    
    [***]
    
    Characterisation of [***] in [***]; Toxicity of [***] in [***];
Down-regulation of [***] expression by [***]; Uptake of [***] in
the [***]; [***] characterization of [***] expression.[***]
    
    [***]
    
    Determine whether [***] is able to [***] various [***] or [***],
using [***] and [***]. Determine biological significance of
combining [***] with [***] in [***] of [***].
  21




---



##### 



Date ofName of Party
    
    Agreement
    
    Research Project[***]
    
    [***]
    
    [***] and control [***] into [***] to: (i) further confirm the
[***] and [***] of [***]; and (ii) test the molecular mechanisms of
[***] in [***].[***]
    
    [***]
    
    Evaluate if [***] of [***] obtained by treatment with [***] may
modify the response to [***] in [***].[***]
    
    [***]
    
    Assess influence of [***] in [***] & [***] by which [***] develops
against [***][***]
    
    [***]
    
    Determine whether [***] can sensitize [***] to [***] and [***] in
[***] and [***][***]
    
    [***]
    
    Investigating [***] and [***]in relation to [***] in [***] and [***][***]
    
    [***]
    
    Experiment part of larger project involving [***] underlying [***].
As part of this, [***] of [***] is being explored[***]
    
    [***]
    
    Determine the effects of [***] on [***] in [***] after [***]
administration.[***]
    
    [***]
    
    The study will focus on the role of [***] during the [***] of a
[***]. [***] was [***] in [***] and may play a [***] during [***][***]
    
    [***]
    
    Investigating role of [***] and [***] in the [***] of [***].[***]
    
    [***]
    
    Find out whether [***] will be [***] by [***].[***]
    
    [***]
    
    Study the [***] activity of [***] in combination with [***] such as
[***] and [***] such as [***] and whether [***] enhances the [***]
of [***].
  22




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##### 



Consulting Agreements
 (a)
    
    Consulting Agreement with [***] dated [***] together with amendments dated
[***] and [***] regarding [***], [***] and [***].
 (b)
    
    Consulting Agreement between [***] and OGX dated [***] regarding [***] and
[***], together with Consulting Amending Agreement dated [***] which extends term of
agreement for [***] and then renews on [***] basis.
 (c)
    
    Consulting Agreement between [***] and OGX dated [***] which sets out the terms
for providing [***] and [***] services together with Consulting Amending Agreement
dated [***] which extends term of agreement for [***] and then renews on [***].
 (d)
    
    Consulting Agreement as of [***] between [***] and OGX together with Consulting
Amending Agreement dated [***] and Second Consulting Amending Agreement dated [***]
which extends term of agreement for [***] and then renews on [***].
 (e)
    
    Consulting Agreement dated [***] between [***] and OGX with respect to [***]
together with Consulting Amending Agreement dated [***]; Second Consulting Amending
Agreement; and Third Consulting Amending Agreement (terms expires [***]).
 (f)
    
    Consulting Agreement with [***] for [***] effective [***] together with
Consulting Amending Agreement extending term until [***].
 (g)
    
    Consulting Agreement with [***] for [***] effective [***] together with
Consulting Amending Agreement renewing until [***] and then automatically renews until
[***].
 (h)
    
    Consulting Agreement with [***] effective [***] with respect to [***] together
with Consulting Amending Agreement dated [***]; and Second Consulting Amending
Agreement dated [***] extending term to [***].
 (i)
    
    Consulting Agreement with [***] for [***] effective [***] together with
Consulting Amending Agreement dated [***] and Second Consulting Amending Agreement
dated [***] extending term until [***].
 (j)
    
    Consulting Agreement with [***] dated [***] as [***] for [***]. Agreement
renews [***].
  23




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##### 



(k)
    
    Consulting Agreement with [***] dated [***] as [***] for [***]. Agreement
renews [***].
 (l)
    
    Consulting Agreement with [***] as [***]. Agreement renews [***].
 (m)
    
    Consulting Agreement with [***] dated [***] as [***]. Agreement renews [***].
 (n)
    
    Consulting Agreement with [***] dated [***] as [***]. Agreement renews [***].
 (o)
    
    Consulting Agreement effective [***] with [***] regarding [***] related to
[***]. ([***] term)
 (p)
    
    Consulting Agreement effective [***] with [***] regarding [***] for [***] for
[***] together with Consulting Amending Agreement dated [***] terminating on [***].
 (q)
    
    Consulting Agreement effective [***] with [***] together with First Amendment
to Consulting Agreement dated [***].
 (r)
    
    Consulting Agreement with [***] effective [***] for a [***] term regarding
[***].
 (s)
    
    Consulting Agreement with [***] effective [***] for [***] term.
 (t)
    
    Consulting Agreement with [***] dated [***] for [***] term.
 (u)
    
    Consulting Agreement with [***] dated [***] regarding [***] of [***] expires
[***].
    Pre-Clinical
 (a)
    
    [***] dated [***] between [***] and OGX. The Study(s) performed under this
[***] has been [***].
 (b)
    
    [***] between [***] and OGX dated [***] which provides general terms related to
the provision of services for [***]. This agreement has [***] and is [***] due to
[***] in [***].
 Drug Formulation
 (c)
    
    [***] entered into as of [***] with [***] together with [***] letter dated
[***]. This agreement has [***] and is [***] due to [***] in [***].
  24




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##### 



Manufacturing
 (d)
    
    Agreement dated [***] between [***] and [***] pursuant to which [***] of OGXs
product, [***] will be conducted and to which OGX is responsible for [***] of [***]
associated thereto to [***]. This agreement has [***] and is [***] due to [***] in
[***].
 (e)
    
    [***] between [***] and OGX commencing on the date of execution being [***]
with respect to the [***] for [***]. This agreement has [***] and is [***] due to
[***] in [***].
 (f)
    
    [***] with [***] dated [***] now known as [***] (see [***]
 Contract Research Agreement
 (g)
    
    Collaborative Research Agreement dated [***] between OGX, [***] and [***] and
[***] pursuant to which the projects for [***] and [***]; [***] and [***]; [***] and
[***] are outlined AND Amendment #1 to the agreement dated [***]; Amendment #2 dated
[***]; Amendment #3 dated [***], Amendment #4 dated [***] and Amendment #5 dated [***].
This agreement has [***] and is [***] due to [***] in [***].
  25




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##### 



SCHEDULE 3.7
 OUTLINE OF KEY PROVISIONS FOR
CO-PROMOTION AGREEMENT
 1)
    
    Definitions. Capitalized terms used in this Schedule 3.7 and not otherwise defined
here, shall have the respective meanings set forth in the Agreement to which this Schedule is
attached. The following definitions are intended to be instructive only for purposes of this
outline, and the actual detailed definitions may be modified in the definitive Co-Promotion
Agreement as such agreement is negotiated by the Parties, provided that such actual
definitions shall be substantively equivalent to the definitions set forth below.
 a)
    
    Brand Management Team means a team of individuals created, organized and
directed by Teva that manages, directs and leads activities relating to and supporting
branding for the Licensed Products in the U.S. and Canada (or such other functional group
as designated by Teva that manages substantially the same activities).
 b)
    
    Canadian Brand Management Team means a team of individuals created, organized
and directed by Teva, that manages, directs and leads the sales representatives and
associated sales management teams for the promotion and sale of Licensed Products in
Canada, as well as the Medical Director and Medical Liaisons (or such other functional
group as designated by Teva that manages substantially the same activities).
 c)
    
    Medical Director means an individual hired and employed by OGX to support
activities under the Co-Promotion Agreement, whose primary function is to provide a
rigorous scientific and medical foundation for widespread usage and acceptance of Licensed
Products in the U.S. and/or Canada; to foster relationships and partnerships with
scientific experts, professional organizations, and academic and clinical centers in the
U.S. and/or Canada; and to serve as an internal resource for Teva relating to the
professional education, and regulatory, training and commercial functions for Licensed
Products in the U.S. and/or Canada.
 d)
    
    Medical Liaison is the Canadian equivalent of a PESM or such other
medical/education field-focused person as mutually agreed by the Parties.
 e)
    
    Professional Education Science Manager or PESM means an individual,
hired and employed by OGX to support activities under the Co-Promotion Agreement, whose
primary function is to provide a scientific resource to the Parties, and to develop and
implement relevant scientific and clinical education programs, and foster successful
relationships with healthcare providers and managed care organizations, in support of the
Commercialization of Licensed Products in the U.S.
  26




---



##### 



2)
    
    OGX Obligations. Pursuant to the Co-Promotion Agreement, OGX will, under the
direction of the Brand Management Team, conduct and/or be responsible for the following
Co-Promotion Activities (along with such marketing, advertising, detailing and operational
aspects as provided for in the US/Canadian Commercialization Plan):
 a)
    
    OGX will provide [***] for the U.S. and Canadian markets ([***]) who will use
commercially reasonable efforts to carry out the functions, duties and responsibilities
contemplated by the Parties, as well as participating in all official meetings of the Brand
Management Team in which the Licensed Products will be discussed (or the part of such
meeting dedicated to Licensed Products).
 b)
    
    OGX will provide a sufficient number of PESMs throughout the U.S. as set forth in the
US/Canadian Commercialization Plan and as reasonably necessary in order to carry out the
functions, duties and responsibilities contemplated by the Parties. The Parties
contemplate that initially there will be [***] PESMs.
 c)
    
    OGX will use commercially reasonable efforts to provide a sufficient number of sales
representatives and associated sales managers in Canada to successfully Commercialize
Licensed Products in Canada (collectively, the Canadian Sales Force) in a manner and at a
level consistent with the relevant portion of the US/Canadian Commercialization Plan. All
such sales representatives and associated sales managers in Canada will be OGX employees
working under the guidance of Tevas Canadian Brand Management Team.
 d)
    
    OGX will provide a sufficient number of Medical Liaisons throughout Canada as set forth
in the US/Canadian Commercialization Plan and as reasonably necessary in order to carry out
the functions, duties and responsibilities contemplated by the Parties. The Parties
contemplate that initially there will be [***] Medical Liaisons.
 e)
    
    OGX shall have the right to appoint one individual to act as an OGX representative
member of the Brand Management Team and one individual to act as an OGX representative
member of the Canadian Brand Management Team (or such other entities as determined by Teva
that perform substantially the same function), each of whom may be from the [***] or [***]
functions. Such OGX representative members may be appointed by OGX within [***] of the
Effective Date, and OGX may replace such members upon written notice to Teva; provided,
however, that if OGX does not timely exercise the Co-Promotion Option, the OGX
representative member may be removed from the Brand Management Team and Canadian Brand
Management Team by Teva, and OGX shall no longer have the right to appoint or retain an OGX
representative member on the Brand Management Team or Canadian Brand Management Team.
  27




---



##### 



3)
    
    Teva Obligations. Pursuant to the Co-Promotion Agreement, Teva will provide and
otherwise be responsible for the following:
 a)
    
    Teva shall provide regulatory support, copy approval, sales and promotional materials,
field based sales training, distribution management support, and other similar managerial
and administrative support for the promotion and Commercialization of Licensed Products in
the U.S. and Canada as Teva considers reasonably necessary.
 b)
    
    Teva shall provide OGX, in accordance with Tevas normal annual workplan development
timeline, updates of the US/Canadian Commercialization Plan.
 c)
    
    Teva shall compensate OGX for the Medical Directors, PESMs, Medical Liaisons and all
members of the Canadian Sales Force, on an FTE basis at [***] not to exceed [***], such
rate to be adjusted based on [***] of such employees efforts being allocated to promotion
of the Licensed Products.
 d)
    
    Teva shall compensate OGX for reasonable travel expenses to attend sales training
meetings and sales meetings called by or at the direction of Teva, in accordance with
Tevas travel policies then in place.
 4)
    
    Activities Under Tevas Direction and Control. All functions and activities carried
out under the Co-Promotion Agreement shall be under the direction and control of Teva, and
shall be governed or guided in accordance with all commercial plans, strategies, guidelines
and other policies established or adopted by Teva, from time to time, in Tevas commercially
reasonable discretion.
 5)
    
    Costs and Expenses. Except as expressly provided in Section 3 above, any costs and
expenses incurred by OGX under the Co-Promotion Agreement shall be its responsibility.
Notwithstanding anything to the contrary, under no circumstances shall Teva be responsible for
any start-up costs or expenses incurred by OGX in support of recruiting and hiring personnel
necessary for OGX to carry out its Co-Promotion Activities; all such costs and expenses shall
be borne by OGX.
 6)
    
    Other Provisions. Detailed definitions, termination provisions, representations,
warranties and other covenants and provisions typical for similar co-promotion agreements, all
to be commercially reasonable, will be negotiated in good faith by the Parties and
incorporated in the definitive Co-Promotion Agreement.
  28




---



##### 



SCHEDULE 4.1
 MILESTONE FEES
 Upfront Fees(a)
    
    Upfront Payment by December 24,
2009 (close of business Israel
time):
    
    $20 million(b)
    
    Advanced Reimbursement by December
24, 2009 (close of business Israel
time):
    
    $30 millionDevelopment 
MilestonesFor first-line CRPC:(c)
    
    [***]
    
    $[***](d)
    
    [***]
    
    $[***](e)
    
    [***]
    
    $[***](f)
    
    [***]
    
    $[***]For second-line CRPC:(g)
    
    [***]
    
    $[***](h)
    
    [***]
    
    $[***](i)
    
    [***]
    
    $[***](j)
    
    [***]
    
    $[***]
  29




---



##### 



For non-small cell lung cancer:(k)
    
    [***]
    
    $[***](l)
    
    [***]
    
    $[***](m)
    
    [***]
    
    $[***](n)
    
    [***]
    
    $[***]For[***] additional indications (other than
CRPC and non-small cell lung cancer) approved
for investigation by the JSC:(o)
    
    [***]
    
    $[***](p)
    
    [***]
    
    $[***](q)
    
    [***]
    
    $[***](r)
    
    [***]
    
    $[***]
  30




---



##### 



SCHEDULE 4.2
 ROYALTIES
 Ongoing 
Royalties
    
    Aggregated for all Licensed Products throughout Territory(i)
    
    On the portion of aggregate annual Net Sales ≤$[***]:
    
    [***]%(ii)
    
    On the portion of aggregate annual Net Sales >$[***]
but ≤[***]:
    
    [***]%(iii)
    
    On the portion of aggregate annual Net Sales >$[***]
but ≤$[***]:
    
    [***]%(iv)
    
    On the portion of aggregate annual Net Sales
>$[***]but ≤$[***]:
    
    [***]%(v)
    
    On the portion of aggregate annual Net Sales >$[***]:
    
    [***]%One Time 
Sales 
Threshold 
Royalties(vi)
    
    Upon the first occurrence of aggregate annual Net
Sales of $[***] in a Calendar Year:
    
    One-time royalty of
[***]% of Net Sales
of $[***](vii)
    
    Upon the first occurrence of aggregate annual Net
Sales of $[***] in a Calendar Year:
    
    One-time royalty of
[***]% of Net Sales
of $[***](viii)
    
    Upon the first occurrence of aggregate annual Net
Sales of $[***] in a Calendar Year:
    
    One-time royalty of
[***]% of Net Sales
of $[***]
  31




---



##### 



but
solely
  32




---



##### 



SCHEDULE 4.3
 DEVELOPMENT EXPENSES INCURRED
PRIOR TO EFFECTIVE DATE
 Amount PaidActivity
    
    Vendor
    
    to [***][***][***]Manufacture of ~ [***] of API
    
    [***]
    
    [***]Drug Product fill /finish of [***] API
    
    [***]
    
    [***]Release testing for DP and placebo
    
    [***]
    
    [***]Stability studies DP and Placebo  [***]
    
    [***]
    
    [***]Placebo Manufacture
    
    [***]
    
    [***]Vials  min [***]
    
    [***]
    
    [***]Media Fill
    
    [***]
    
    [***][***] method transfer/Qualification (DP and API)
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]Development [***] batch [***]
    
    [***]
    
    [***]Development [***] batch [***]
    
    [***]
    
    [***]Raw materials for [***]
    
    [***]
    
    [***]Raw materials for [***]
    
    [***]
    
    [***]Manufacture ~[***]
    
    [***]
    
    [***]Procurement and qualification of [***]
    
    [***]
    
    [***]Stability Studies API
    
    [***]
    
    [***][***] study API first manufacture [***]
    
    [***]
    
    [***]Drug Product fill /finish of [***]
    
    [***]
    
    [***]Release testing for DP and placebo
    
    [***]
    
    [***]Stability studies DP and Placebo  [***]
    
    [***]
    
    [***][***] StudiesDevelop an [***]
    
    [***]
    
    [***]Validation of [***]
    
    [***]
    
    [***][***] Study
    
    [***]
    
    [***][***] Study
    
    [***]
    
    [***][***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***] System Setup
    
    [***]
    
    [***][***] system setup
    
    [***]
    
    [***][***],[***]and [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***] Submission Consulting
    
    [***]
    
    [***][***] Registration
    
    [***]
    
    [***][***]
    
    
    
    [***]
  33




---



##### 



SCHEDULE 4.5
 STOCK PURCHASE AGREEMENT
  34




---



##### 



STOCK PURCHASE AGREEMENT
 Agreement Effective Date Company Purchaser
 Recitals
 1933 Act SEC
 Shares Common Stock Purchase Price
 License and Co-Development Agreement
 Agreement
  DEFINITIONS . IN ADDITION TO THOSE TERMS DEFINED ABOVE AND ELSEWHERE IN THIS AGREEMENT,
FOR THE PURPOSES OF THIS AGREEMENT, THE FOLLOWING TERMS SHALL HAVE THE MEANINGS HEREIN SET FORTH:
 1934 Act
 Affiliate
 Beneficially Own
 Business Day
  35




---



##### 



Closing
 IP Rights
 knowledge of the Company
 Lien
 Material Adverse Effect provided, however
 Person
 Subsidiaries
 Trading Market
 Transaction Documents
  36




---



##### 



List of Additional Definitions
 Term
    
    SectionAgreement
    
    PreambleClosing Date
    
    2.2Common Stock
    
    RecitalsCompany
    
    PreambleEffective Date
    
    PreambleLicense and Co-Development Agreement
    
    RecitalsOTI
    
    RecitalsPurchaser
    
    PreamblePurchase Price
    
    RecitalsReports
    
    3.9SEC
    
    RecitalsShares
    
    Recitals1933 Act
    
    Recitals
 PURCHASE AND SALE OF SHARES .
 Purchase of Shares
 Time and Place of Closing Closing Date
 Closing Deliveries
    37




---



##### 



Conditions to Closing
 Conditions Precedent to the Obligations of the Purchaser
 Representations and Warranties
 Performance
 No Injunction
 No Material Adverse Effect
 Conditions Precedent to the Obligations of the Company
 Representations and Warranties
  38




---



##### 



Performance
 No Injunction
  REPRESENTATIONS AND WARRANTIES OF THE COMPANY . THE COMPANY HEREBY MAKES THE FOLLOWING
REPRESENTATIONS AND WARRANTIES TO THE PURCHASER. IN ADDITION, THE PARTIES ACKNOWLEDGE AND AGREE
THAT AS A FURTHER INDUCEMENT FOR THE PURCHASER TO ENTER INTO THIS AGREEMENT AND TO PURCHASE THE
SHARES HEREUNDER, THE COMPANYS REPRESENTATIONS AND WARRANTIES UNDER THE LICENSE AND
CO-DEVELOPMENT AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE.
 Subsidiaries
 Organization and Good Standing
 Authorization; Enforcement
  39




---



##### 



No Conflicts
 Issuance of the Shares Section 4
 Capitalization Schedule 3.6 Schedule 3.6
 Absence of Litigation Schedule 3.7
  40




---



##### 



Reporting Company
 Information Concerning Company Reports
 Compliance
 Transactions with Affiliates and Employees
 Title to Assets Schedule 3.12
  41




---



##### 



Company Employees
 Registration Rights Schedule 3.14
 Disclosure
 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER . THE PURCHASER HEREBY MAKES THE
FOLLOWING REPRESENTATIONS AND WARRANTIES TO THE COMPANY.
 Organization: Authority
  42




---



##### 



No Conflicts
 The Purchasers Status
 Investor as Principal
 Experience of the Purchaser
 Investment Decision
 General Solicitation
 No Public Sale or Distribution; Investment Intent
  43




---



##### 



Other Applicable Securities Laws
 Beneficial Ownership of Company Securities
 COVENANTS AND AGREEMENTS .
 Transfer Restrictions
    44




---



##### 



Listing or Quotation of Shares
 Reports and Filing
 General Indemnity
  45




---



##### 



Compliance with Laws
 MISCELLANEOUS .
 Entire Agreement
 Notices Section 6.2
 If to the Company:
    
    Oncogenex Pharmaceuticals, Inc.1522 217th Place S.E.Bothell, WashingtonAttn: Chief Executive OfficerFax No.: 604-736-3687With a copy to:
    
    Dorsey & Whitney LLP701 Fifth Avenue, Suite 6100Seattle, WA 98104-7043Attn: Christopher DoerksenFax No.: 206.260.9072If to the Purchaser:
    
    Teva Pharmaceutical Industries Limited5 Basel StreetPetah Tiqva 49131, IsraelAttn: Chief Executive OfficerFax No.: 972-3-926-7472With a copy to:
    
    Teva Pharmaceutical Industries Ltd.5 Basel StreetPetah Tiqva 49131, IsraelAttention: General Counsel, Legal DepartmentFax No.: 972-3-926-7429
   46




---



##### 



Amendments; Waivers
 Construction
 Successors and Assigns
 No Third-Party Beneficiaries
 Governing Law; Venue; Waiver Of Jury Trial
 Execution
  47




---



##### 



Severability
 Replacement of Shares
 Remedies
 Adjustments in Share Numbers and Prices
 [Signature page follows]
  48




---



##### 



ONCOGENEX PHARMACEUTICALS, INC.By:

/s/
Scott CormackName:
    Scott CormackTitle:

President
&
CEOBy:
    /s/ Stephen AndersonName:
    Stephen AndersonTitle:
    CFOTEVA PHARMACEUTICAL INDUSTRIES LIMITEDBy:

/s/ Moshe
ManorName:
    Moshe
ManorTitle:
    Group
VP  Global Branded ProductsBy:
    /s/ Chen SchorName:
    Chen SchorTitle:
    VP,
Business Development, Global Branded Products [Signature page to Stock Purchase Agreement]
  49




---



##### 



SCHEDULE 5.1(e)
 EXCEPTIONS TO 5.1(e)
 5.1(e)  [***]
  50




---



##### 



SCHEDULE 5.1(f)(i)
 THIRD PARTY CLAIMS  OGX
    51




---



##### 



SCHEDULE 5.1(f)(ii)
 THIRD PARTY CLAIMS  TEVA
   52




---



##### 



SCHEDULE 5.2
 OGX DISCLOSURE SCHEDULE
 provided, however
 5.2(a)(ii)
 5.2(b); 5.2(c)(ii); and 5.2(h)
  5.2(k)
     53




---



##### 



5.2(m)
      54




---



##### 



SCHEDULE 7.3
 OGX PUBLICATIONS
    55




---



##### 



SCHEDULE 10.7
 OGX EMPLOYEES
    56




---



##### 



EXHIBIT A: Summary of Clinical Development Plan
  1.
    
    A Randomized, Placebo-Controlled, Double-Blind, Phase 3 Study Evaluating the Clinical Benefit
of Adding Custirsen to Docetaxel Retreatment/Prednisone as an Option for Second-line Therapy
in Men with Castrate Resistant Prostate Cancer. This study is expected to be initiated in
[***]2010, initiated by OncoGenex. The study referenced above is Study OGX-011-10 dated [***]
and approved by FDA under the Special Protocol Assessment process on April 21, 2009. The
primary endpoint is based on durable pain palliation as compared to the control arm. The
secondary endpoint is based on a longer time to pain progression as compared to the control
arm. The study sample size is approximately 292 patients.
 2.
    
    A Randomized Phase 3 Study Comparing Standard First-Line Docetaxel/Prednisone to
Docetaxel/Prednisone in Combination with Custirsen (OGX-011) in Men with Metastatic Castrate
Resistant Prostate Cancer. This study is expected to be initiated in [***]2010, initiated by
Teva. The study referenced above is Study OGX-011-11 dated [***] approved by FDA under the
Special Protocol Assessment process on June 12, 2009. The primary endpoint is based on longer
survival time distribution compared to the control arm. The secondary endpoint is based on
higher proportion of patients having a milestone Day 140 status of alive without event
compared to the control arm. The study sample size is approximately 800 patients.
 3.
    
    Proposed NSCLC Protocol: A Randomized Phase 3 Study Comparing Standard First-Line [***] to
[***] in Combination with Custirsen (OGX-011) in Subjects with Advanced, Unresectable NSCLC.
This study is expected to be initiated in [***]2011, initiated by Teva. The protocol for the
study referenced above will be [***]. The primary endpoint will be based on longer survival
time distribution compared to the control arm. The secondary endpoint is to be [***]. The
study sample size will be at least approximately 700 patients.
  57