EXHIBIT 10.35


            EXECUTION VERSION


            

        


         


        
        AMENDED AND RESTATED LICENSE AGREEMENT


         


        
        THIS AMENDED AND RESTATED LICENSE AGREEMENT
        ("Agreement") is made and entered into effective as of July 2, 2008 (the
        "Amendment Effective Date"), by and between ONCOGENEX TECHNOLOGIES INC., having offices at
        #400 - 1001 West Broadway, Vancouver, B.C. V6H 4B1 ("OncoGenex") and ISIS PHARMACEUTICALS,
        INC., having principal offices at 1896 Rutherford Road, Carlsbad CA 92008-7208 ("Isis").
        OncoGenex and Isis each may be referred to herein individually as a "Party," or
        collectively as the "Parties."


        
        WHEREAS, the Parties entered into a
        Collaboration and Co-Development Agreement dated November 16, 2001 (the "Original
        Collaboration Agreement") which collaboration resulted in the development of OGX-011, a
        second generation antisense inhibitor of Clusterin;


        
        AND WHEREAS, the Parties now wish for OncoGenex
        to proceed with unilateral development of OGX-011 and Products and in this connection wish
        to enter into this Agreement to amend and restate the Original Collaboration Agreement, as
        provided herein.


        
        NOW, THEREFORE, the Parties do hereby agree as
        follows:


        
        ARTICLE 1


        
        DEFINITIONS


        
        Capitalized terms used in this Agreement and not otherwise defined herein
        have the meanings set forth in Appendix A.


        
        ARTICLE 2


        
        TERMINATION OF COLLABORATION


        
        Section
        2.1     
        Previous Collaboration. Pursuant to the
        Original Collaboration Agreement, commencing November 16, 2001 the Parties collaborated to
        jointly develop OGX-011 and the Products to the present stage of development (the
        Collaboration"). As of the Amendment Effective Date, the Collaboration is
        terminated.


        
        ARTICLE 3


        
        CESSATION OF OPERATION OF COLLABORATION


        
        Section
        3.1     
        Dissolution of Operating Committee. Pursuant to
        Article 3 of the Original Collaboration Agreement, the Parties established an
        "Operating Committee" to oversee the Collaboration. As of the Amendment Effective Date, the
        Operating Committee is hereby dissolved and the Operating Committee will have no further
        responsibility, authority or function.


        
         


        
        __________________________________


         


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


         


        
            


            
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        ARTICLE 4


        
        LICENSE GRANT, TECHNOLOGY TRANSFER, DILIGENCE


        
            	
                        Section 4.1

                    	
                        License Grant.

                    


        


        
        4.1.1    
        Nonexclusive License. Subject to the terms and
        conditions of this Agreement, Isis hereby grants to OncoGenex a worldwide, nonexclusive
        license, with the right to grant sublicenses as set forth in Section 4.1.2 below,
        under the Isis Core Technology, Isis Core Technology Patents, Isis Manufacturing Technology
        and Isis Manufacturing Patents to research, develop, make, have made, use, gain regulatory
        approval, commercialize, sell, offer for sale, have sold, export and import OGX-011 and
        Products for all uses.


        
        4.1.2    
        Sublicenses. The licenses granted to OncoGenex
        under this Article 4 are sublicensable only in connection with a license of OGX-011 or
        a Product to any Affiliate of OncoGenex or to any Third Party, in each case for the
        continued Development and Commercialization of OGX-011 or such Product in accordance with
        the terms of this Agreement, provided
        that (i) such Affiliate or Third Party will agree in writing to be
        bound by and subject to all applicable terms and conditions of this Agreement in the same
        manner and to the same extent as OncoGenex, and (ii) OncoGenex will remain responsible
        for the performance of this Agreement and will cause such Affiliate or Third Party to
        comply with the applicable terms and conditions of this Agreement. In addition to the
        requirements and limitations set forth above, with respect to the Isis Manufacturing
        Technology, OncoGenex will (a) name Isis as a third party beneficiary with the right
        to directly enforce Article 7 (Confidentiality) of this Agreement against such
        Affiliate or Third Party, (b) promptly notify Isis in writing specifically identifying
        the Isis Manufacturing Technology to be disclosed to such Third Party and identifying by
        name such Third Party and (c) use appropriate precautions and include provisions in
        such sublicense to protect the Isis Manufacturing Technology such that the sublicensee will
        not use any Isis Manufacturing Technology to manufacture any other ASOs for Third Parties
        and in any event OncoGenex will not provide to any Third Party manufacturer any batch
        record transferred by Isis to OncoGenex under this Agreement.


        
        4.1.3    
        Follow On/Back-up Compounds. At OncoGenex'
        request, Isis and OncoGenex will negotiate in good faith a reasonable research plan and
        corresponding budget, at the same FTE rate as set forth in the Original Collaboration
        Agreement, to identify exclusively for OncoGenex additional MOE Gapmers that modulate
        Clusterin ("Follow-on Compounds"). In such event and after OncoGenex has paid Isis pursuant
        to such research plan, the definition of "Product" under this Agreement shall include the
        Follow-on Compounds.


        
        4.1.4    
        Improvements. To the extent that Isis has the
        right to license an Improvement, the Parties will negotiate in good faith regarding the use
        of any such Improvement to research, develop, make, have made, use, gain regulatory
        approval, commercialize, sell, offer for sale, have sold, export and import OGX-011 and
        Products for all uses. If OncoGenex gives to Isis written notice of its desire to obtain a
        license to an Improvement, the Parties shall negotiate in good faith and attempt to reach
        mutual agreement upon a commercially reasonable agreement under which OncoGenex obtains a
        license under such Improvement, and all patent and other intellectual property rights
        therein and thereto, to research, develop, make, have made, use, sell, offer for sale, have
        sold and import Products. The license will be sublicensable in accordance


         


        
            


            
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        with
        Section 4.1.2. If requested by OncoGenex, Isis will give to OncoGenex a written
        description of such Improvement in reasonably specific detail, together with such data and
        information as reasonably requested by OncoGenex.


        
        4.1.5    
        Exclusivity. Subject to Section 12.2.2,
        neither Isis nor any of its Affiliates will (a) engage, on behalf of itself or for any
        other party, in the research, development, manufacture, production, release or
        commercialization of ASOs that act predominantly by [***] Clusterin [***] or that are [***]
        Clusterin [***] or products containing such ASOs, or (b) grant to any other party any
        license, immunity or other right, in each case other than a Permitted License or as
        otherwise set forth on Appendix F, to do any of the foregoing. Isis represents and warrants
        that all Permitted Licenses as of the Amendment Effective Date are listed on
        Appendix F.


        
        4.1.6    [***]
        and [***] Patents.
        Without limiting OncoGenex' obligations under Section 6.2.4, Isis will
        timely pay in full all amounts required to be paid by Isis, and timely perform in full all
        obligations required to be performed by Isis, under the [***] Agreement and the [***]
        Agreement. Without the prior express written consent of OncoGenex (such consent not to be
        unreasonably withheld, conditioned or delayed), Isis will not (and will take no action or
        make no omission to) modify or waive any material provision of the [***] Agreement or the
        [***] Agreement that could impair the value of the sublicenses granted to OncoGenex under
        the [***] Agreement or the [***] Agreement, or to terminate or have terminated the [***]
        Agreement or the [***] Agreement.


        
            	
                        Section 4.2

                    	
                        Assignment, Technology Transfer.

                    


        


        
        4.2.1    
        Assignment. Isis previously has assigned and
        transferred, or will assign and transfer, and hereby does assign and transfer, to OncoGenex
        or its designee, all rights, title, and interests in and to the Product-Specific Technology
        and the Product-Specific Technology Patents. Simultaneously with the execution of this
        Agreement, Isis will execute and deliver a confirmatory assignment relating to all
        Product-Specific Technology Patents listed on Appendix G.


        
        4.2.2    
        Isis Transfer of Technology. Subject to the
        terms and conditions of this Agreement, Isis will transfer to OncoGenex, or a Third Party
        designate selected solely by OncoGenex, (a) all know-how required to use and interpret
        the Release Methods, (b) all software necessary for the conduct of the Release
        Methods, (c) the Supply Chain Network necessary for the manufacture of the Product,
        (d) any Isis Core Technology, (e) any Product-Specific Technology and
        (f) the Isis Manufacturing Technology, in each case Controlled by Isis on the
        Amendment Effective Date.Isis will use Commercially Reasonable
        Efforts to complete such transfer pursuant to this Section 4.2.1 within 120 days
        following the Amendment Effective Date. If (i) such transfer requires more than [***]
        (ii) such transfer is made to a Third Party manufacturer, or (iii) OncoGenex
        reasonably requests further technical assistance with respect thereto, then, in each case,
        OncoGenex will pay to Isis the standard Isis FTE rate for the time to complete such
        transfer or to provide such assistance. Any transfer made under this Section 4.2.1 is
        subject to Section 4.1.2 and Article 7.


        
        4.2.3    
        Transfer of Records. Isis will provide to
        OncoGenex promptly following OncoGenex' written request, (a) all batch records related
        to any Product, including but not


         


        
            


            
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        limited
        to corresponding release data, (b) toxicity and pharmacokinetic data and reports
        related to such Product, (c) pharmacology data and reports related to such Product,
        (d) Product and OGX-011 characterization data, (e) Product and OGX-011 stability
        data, (f) any other records, including, but not limited to, raw data or interim or
        final reports, related to such Product or OGX-011, and (g) all Regulatory Documents,
        in each case that are in the possession of Isis or its Affiliates, or any third party
        engaged by Isis or any of its Affiliates. OncoGenex will promptly share with Isis a summary
        of the data and results related to each clinical trial conducted by OncoGenex that was
        completed or commenced prior to the Amendment Effective Date in substantially the form, and
        with substantially the content, of OncoGenex' regular reports provided to its board of
        directors regarding such clinical trial, but in any event by the later of (i) 60 days
        following the Amendment Effective Date and (ii) the date OncoGenex comes into
        possession of such information.


        
        Section
        4.3     Supply of Existing OGX-011.
        Isis will supply OncoGenex, and OncoGenex will purchase from Isis, the [***] grams of
        OGX-011 API in Isis' possession as of the Amendment Effective Date for a purchase price of
        [***] in accordance with the terms and conditions of Purchase Order No. 184, dated
        February 14, 2006, issued by OncoGenex to Isis (including without limitation the
        specifications, warranties and other obligations set forth in the Terms and Conditions of
        Purchase attached thereto, other than the purchase price and payment terms), with the same
        effect, and to the same extent, as if such supply and purchase had been made pursuant to
        such Purchase Order. In connection therewith, Isis shall deliver to OncoGenex an updated
        Certificate of Analysis dated not more than ninety (90) days prior to the date of delivery
        to OncoGenex. OncoGenex acknowledges and agrees that in order to perform the testing
        necessary to provide the updated certificate of analyses, Isis will need to use
        approximately [***] grams of such API. Within ninety (90) days following the receipt by
        OncoGenex of such API and such Certificate of Analysis, each provided in accordance
        herewith, OncoGenex shall pay to Isis the purchase price set forth in this Section 4.3
        and take delivery of the API purchased by OncoGenex hereunder plus approximately [***]
        grams of API previously purchased by OncoGenex.


        
        Section
        4.4     
        Diligence. OncoGenex will use Commercially
        Reasonable Efforts to develop and commercialize OGX-011 and Products.


        
        ARTICLE 5


        
        DEVELOPMENT & COMMERCIALIZATION


        
        Section
        5.1     
        Development, Commercialization and Regulatory
        Responsibilities. OncoGenex will have sole responsibility,
        including without limitation sole responsibility for all funding, resourcing and decision
        making, for all further development and commercialization with respect to OGX-011 and
        Products. OncoGenex hereby assumes all regulatory responsibilities in connection with
        OGX-011 and Products, including sole responsibility for all Regulatory Documents and for
        obtaining all regulatory approvals. OncoGenex will comply with all Applicable Laws in
        connection with the development and commercialization of OGX-011 and Products. All INDs,
        NDAs, MAAs and other regulatory filings for OGX-011 and Products will be owned by
        OncoGenex.


        
        Section
        5.2     
        Reports by OncoGenex. At Isis' request, after
        the first anniversary of the Amendment Effective Date, OncoGenex will provide an annual
        report to Isis summarizing


         


        
            


            
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        OncoGenex' development and commercialization activities over the past year
        regarding the Product in substantially the form, and with substantially the content, of
        OncoGenex' regular reports provided to its board of directors regarding the Product. In
        addition, OncoGenex will promptly respond to any reasonable follow-up questions Isis may
        have regarding such reports solely to the extent necessary to determine whether OncoGenex
        is in compliance with its obligations to use Commercially Reasonable Efforts under Section
        4.4. Isis shall have the right to use such reports solely to reasonably determine whether
        OncoGenex is in compliance with its obligations to use Commercially Reasonable Efforts
        under Section 4.4.


        
        Section
        5.3     
        Safety Database. Isis maintains a database that
        includes information regarding the safety and tolerability of its drug compounds,
        individually and as a class, including information discovered during pre-clinical and
        clinical development (the "Isis Database").


        
        5.3.1    To the extent
        OncoGenex and its Affiliates have collected data and information specifically regarding
        Products, and subject to Applicable Law, including, without limitation, all applicable
        privacy laws, rules and regulations (such as the Health Insurance Portability
        Accountability Act), any applicable informed consents, and any obligations or restrictions
        imposed by Third Party clinical sites relating to dissemination or use of such data and
        information, in an effort to maximize understanding of the safety profile and
        pharmacokinetics of Isis compounds, OncoGenex will provide Isis with the following:
        (a) copies of [***] and [***] summary reports, and [***] final reports, in each case
        specifically regarding Products, and (b) in connection with any reported [***]
        (including any follow-up or amended reports) specifically regarding a Product, the
        following [***] regarding the applicable Product: (i) [***]; (ii) [***] usage;
        (iii) particulars of [***]; (iv) [***] history [***]; and (v) [***]. All
        such data and information disclosed by OncoGenex to Isis in connection with this
        Section 5.3, together with any data and information related to the [***] of each
        Product and any [***], will be OncoGenex' Confidential Information. Isis shall use such
        Confidential Information solely for the purpose of populating the Isis Database, and for no
        other purpose. Isis shall not disclose any such Confidential Information to any Third
        Party; provided, however, that Isis may
        conduct analyses to keep Isis and its partners informed regarding class generic safety and
        pharmacokinetic properties of ASOs so long as Isis does not disclose to such Third Parties
        the identity of the applicable Product, Clusterin as the target, OncoGenex or its
        Affiliates (or any information that would foreseeably reveal the identity of the applicable
        Product, Clusterin as the gene target, OncoGenex or its Affiliates) or any patient
        identifying information.


        
        5.3.2    To the extent that
        [***] OncoGenex under this Agreement collects safety and tolerability data or information
        specifically regarding a Product, OncoGenex shall use commercially reasonable efforts to
        obtain from such sublicensee (a) the right to provide to Isis (whether through
        OncoGenex or its Affiliate, or directly from such sublicensee) the [***] described in [***]
        and (b) the right of Isis to [***] for the purposes described in [***]. Only
        sublicensees that agree to provide such [***] and grant Isis the right to use such [***] as
        set forth herein, will have the right to access the results of any queries requested by
        OncoGenex. If and when Isis identifies safety, pharmacokinetic or other related issues that
        may be relevant to a Product [***] Isis will promptly inform OncoGenex of such issues, and
        if requested, provide the data and information supporting Isis' conclusions regarding such
        issues. In addition, at OncoGenex' reasonable request and at no cost to OncoGenex, Isis
        will [***] the Isis Database to provide OncoGenex information regarding [***] or other
        related issues.


         


        
            


            
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        5.3.3    To the extent
        OncoGenex or its Affiliate obtains safety and tolerability data or information specifically
        regarding a Product, and such data or information is subject to any restrictions or
        obligations imposed by a Third Party clinical site, OncoGenex shall use commercially
        reasonable efforts to obtain from such Third Party clinical site (a) the right to
        provide to Isis the data and information described in this Section 5.3, and
        (b) the right of Isis to use such data and information for the purposes described in
        this Section 5.3.


        
        ARTICLE 6


        
        FINANCIAL PROVISIONS


        
        Section
        6.1     
        Initial Payment by OncoGenex. The Parties
        acknowledge and agree that OncoGenex paid to Isis $500,000 (U.S.) under section 5.1 of
        the Original Collaboration Agreement.


        
            	
                        Section 6.2

                    	
                        Royalty Payments by OncoGenex; Royalty
                        Term.

                    


        


        
        6.2.1    
        Royalty Rate. In consideration of Isis'
        collaborative efforts under the Original Collaboration Agreement and the licenses and
        assignments granted hereunder, OncoGenex will pay Isis a base royalty of [***]% of the Net
        Sales of a Product. In addition, OncoGenex will pay Isis [***]% of Royalty Revenue in
        excess of [***]% of Net Sales of Third Parties to a maximum additional royalty payable to
        Isis of [***]% of Net Sales of Third Parties.


        
        6.2.2    [***]
        . Notwithstanding anything to the contrary in this Agreement, if
        (i) OncoGenex has an agreement with a Third Party for the further development or
        commercialization of a Product pursuant to which such Third Party is selling the Product (a
        "Commercialization Agreement"), (ii) under such Commercialization Agreement the [***]
        by such Third Party to OncoGenex [***] of such Product under such Commercialization
        Agreement [***] and (iii) a [***] in any country would not be infringed by the making,
        using or selling of a Product in such country by an unauthorized party, then with respect
        to such Product in such country, (a) the applicable [***]% base royalty rate, and the
        [***]% threshold for and [***]% cap on the additional royalty, under Section 6.2.1
        above shall be [***] as such [***] and (b) the aggregate royalty owing to Isis shall
        not exceed [***] of the Royalty Revenue retained by OncoGenex.


        
            	
                         

                    	
                        6.2.3

                    	
                        [***].

                    


        


        
        (a)       Notwithstanding
        anything to the contrary in this Agreement, subject to Section 6.2.3(c), if
        (i) OncoGenex has a Commercialization Agreement, and (ii) under such
        Commercialization Agreement the [***] to OncoGenex on the [***] under such agreement
        because [***] then with respect to such Product, the applicable [***]% royalty rate, and
        the [***]% threshold and the [***] on the additional royalty under Section 6.2.1 above
        shall be reduced in the same manner and in the same proportion as such [***].


        
        (b)       Notwithstanding
        anything to the contrary in this Agreement, subject to Section 6.2.3(c) if
        (i) OncoGenex does not have a Commercialization Agreement, and (ii) in any
        quarter, there are one or more [***] OncoGenex may [***] above on a country-by-country and
        Product-by-Product basis by [***] represents of the [***] in such country as reported by
        IMS plus (b) [***] in such country, in each case in such quarter. By way of example,
        if in any quarter


         


        
            


            
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        the
        [***] in a country represents 50% of the [***] of the Product plus all [***] OncoGenex may
        reduce the royalties due to Isis under Section 6.2.1 by [***] in such country. Nothing in
        this Section 6.2.3 shall modify the obligations of OncoGenex under [***] required
        pursuant to the [***] Agreement and the [***] Agreement.


        
        

        (c)       This
        Section will not apply to [***] by Isis or a Third Party in a country under a license
        granted by Isis pursuant to Section 12.2.2, unless a Valid Claim within the
        Product-Specific Technology Patents, Isis Core Technology Patents, Isis Manufacturing
        Patents or Joint Patents in such country would not be infringed by the making, using or
        selling of such Product in such country by an unauthorized party.


        
        6.2.4    
        Third Party Payments. In addition to the
        royalty set forth in Section 6.2.1, OncoGenex will pay to Isis (i) a royalty of
        [***]% of Net Sales of such Product to the extent required pursuant to the [***] Agreement;
        and (ii) a royalty of [***]% of Net Sales of such Product to the extent required
        pursuant to the [***] Agreement. In the event that Isis negotiates a reduction or
        elimination of the royalties with [***] or [***] following the Amendment Effective Date,
        the royalties due under the referenced license agreements will still be paid to
        Isis.


        
        6.2.5    
        Noncumulative Relief. If the conditions
        described in Sections 6.2.2 and 6.2.3 have been met such that, under both provisions,
        OncoGenex would be entitled to [***] OncoGenex may [***] by applying the greater of the
        [***] such that under no circumstances will Sections 6.2.2 and 6.2.3 work together to
        cumulatively [***].


        
        Section
        6.3       
        Royalty Term. Royalties payable under Section
        6.2 will be payable for each Product on a country-by-country basis from the first
        commercial sale of a Product in such country until the date that is the later of
        (i) [***] after the first commercial sale of a Product in such country or
        (ii) the expiration of the last to expire Valid Claim within the Product-Specific
        Technology Patents, Isis Core Technology Patents, Isis Manufacturing Technology or Joint
        Patents which would be infringed by the making, using or selling of the applicable Product
        in the applicable country by an unauthorized party.


        
            	
                        Section 6.4

                    	
                        Timing of Royalty Payments; Preliminary
                        Report.

                    


        


        
        6.4.1    The royalties
        calculated in Sections 6.2 or 6.3 will become due and payable within 40 days after
        each respective Royalty Due Date and will be calculated in respect of the Net Sales in the
        calendar quarter period ending with the applicable Royalty Due Date;
        provided, however, that if the royalties are
        adjusted in accordance with Section 6.2.3, then such royalties will become due and
        payable within the later of (a) forty (40) days after each respective Royalty Due
        Date, and (b) fifteen (15) days after the applicable IMS data is available for the
        applicable quarter as necessary to fully calculate the royalty reduction under
        Section 6.2.3. Furthermore, OncoGenex agrees to supply Isis the information Isis
        reasonably requires to comply with any third party payments under Section 6.3. In the
        event the applicable IMS data is no longer available, the Parties agree to negotiate in
        good faith a reasonable, mutually-acceptable data source to be used in place of IMS data
        for purposes of calculating the royalty reduction under Section 6.2.3. In the event
        the applicable IMS data (or other reasonable, mutually-acceptable data described above) is
        only available on a date that is significantly later than forty (40) days after the
        respective Royalty Due Date, the Parties agree to negotiate in good faith a
        reasonable,


         


        
            


            
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        mutually-acceptable mechanism providing for the payment by OncoGenex, within
        forty (40) days after the respective Royalty Due Date, of the estimated royalty
        payment for a quarter based on commercially reasonable assumptions, and the prompt true-up
        (in the form of an additional payment, repayment or credit, as applicable) of such
        estimated payment once the actual royalty payment for such quarter may be
        calculated.


        
        6.4.2    In addition,
        during the Term following the first commercial sale of any Product, within 10 Business Days
        after the Royalty Due Date, OncoGenex will provide Isis a preliminary non-binding quarterly
        royalty report estimating the total Net Sales of Product and royalty payable for such
        calendar quarter. Unless required by applicable law or OncoGenex has already publicly
        disclosed such information, Isis shall not directly or indirectly in any manner whatsoever,
        publicly disclose the information contained in the preliminary royalty report estimate
        without first confirming such information against the payment made by OncoGenex under
        Section 6.4.1 above for the applicable period, and without expressly acknowledging
        that such information is a preliminary non-binding estimate only. Notwithstanding anything
        to the contrary in this Agreement, (a) any breach by Isis of its obligations under
        Section 6.4.2 shall constitute a material breach under this Agreement, and
        (b) OncoGenex will not be liable to Isis for any Loss Isis may suffer as a result of
        Isis publicly disclosing information contained in such a preliminary non-binding quarterly
        royalty report estimate.


        
        Section
        6.5     
        Non-Royalty Revenue Payments by OncoGenex.
        Non-Royalty Revenue will be allocated between the Parties based on the
        timing of when OncoGenex signs a sublicensing agreement with a Third Party for the Product
        as follows:


         


        
            


            
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                        Timing of
                        signing a sublicensing agreement

                    	
                        Isis share of
                        Non-Royalty Revenue

                    	
                        OncoGenex share
                        of Non-Royalty Revenue

                    
	
                        (a) Prior to the
                        initiation (i.e. first patient dosed) of a first Registration Clinical
                        Trial for a Product

                    	
                        
                        [***]%

                    	
                        
                        [***]%

                    
	
                        (b) After (a) but
                        prior to enrolling 20% of the planned patients in the first Registration
                        Clinical Trial for a Product

                    	
                        
                        [***]%

                    	
                        
                        [***]%

                    
	
                        (c) After (b) but
                        prior to obtaining marketing approval from a Regulatory
                        Authority

                    	
                        
                        [***]%

                    	
                        
                        [***]%

                    
	
                        (d) After
                        (c)

                    	
                        
                        [***]%

                    	
                        
                        [***]%

                    


        


         


        
        6.5.1    
        Third Party Payments on Non-Royalty Revenue.
        Isis will be solely responsible for passing through the Third Party Payments
        owing to [***] and [***] on Non-Royalty Revenue, if any.


        
        Section
        6.6       
        Timing of Non-Royalty Revenue Payments. Isis
        share of Non-Royalty Revenue calculated in Section 6.5 will become due and payable
        within twenty-one (21) days after receipt of the applicable Non-Royalty Revenue by
        OncoGenex.


        
        Section
        6.7       
        Payment Method. Any amounts due to Isis
        pursuant to this Agreement will be paid in U.S. dollars by wire transfer in immediately
        available funds to an account designated by Isis. Any payments or portions thereof due
        hereunder which are not paid on the date such payments are due under this Agreement will
        bear interest at a rate equal to the lesser of the prime rate as published in
        The Wall Street Journal, Eastern Edition, on
        the first day of each calendar quarter in which such payments are overdue, plus two percent
        (2%), or the maximum rate permitted by law, whichever is lower, calculated on the number of
        days such payment is delinquent, compounded monthly.


        
        Section
        6.8       
        Currency; Foreign Payments. If any currency
        conversion will be required in connection with any payment hereunder, such conversion will
        be made by using the daily noon buying rates as published by the Federal Reserve Bank of
        New York on the last business day of the calendar quarter to which such payments relate. If
        at any time legal restrictions prevent the prompt remittance of any payments in any
        jurisdiction, OncoGenex may notify Isis and make such payments by depositing the amount
        thereof in local currency in a bank account or other


         


        
            


            
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        depository in such country in the name of Isis or its designee, and
        OncoGenex will have no further obligations under this Agreement with respect
        thereto.


        
        Section
        6.9     
        Taxes. OncoGenex may deduct from any amounts it
        is required to pay to Isis pursuant to this Agreement an amount equal to that withheld for
        or due on account of any taxes (other than taxes imposed on or measured by net income) or
        similar governmental charge imposed on Isis by a jurisdiction of OncoGenex ("Withholding
        Taxes"). OncoGenex will provide Isis a certificate evidencing payment of any Withholding
        Taxes hereunder within 30 days of such payment. OncoGenex will notify Isis as soon as
        practicable once OncoGenex has determined it will deduct the amount of any Withholding
        Taxes from its payments to Isis under this Section 6.9. Each Party agrees to cooperate with
        the other Party in claiming refunds or exemptions from such deductions or withholdings
        under any relevant agreement or treaty which is in effect. The Parties shall discuss
        applicable mechanisms for minimizing such taxes to extent possible in compliance with
        Applicable Law. In addition, the Parties shall cooperate in accordance with Applicable Law
        to minimize indirect taxes (such as value added tax, sales tax, consumption tax and other
        similar taxes) in connection with this Agreement.


        
            	
                        Section 6.10

                    	
                        Records Retention; Audit.

                    


        


        
        6.10.1  
        Regulatory Records. With respect to the subject
        matter of this Agreement, OncoGenex will maintain, or cause to be maintained, records of
        its research, development, manufacturing and commercialization activities, including all
        Regulatory Documentation, pursuant to its standard operating procedures. All Regulatory
        Documentation will be retained for a period at least as may be required by Applicable
        Law.


        
        6.10.2  
        Record Retention.
        OncoGenexwill maintain (and will ensure that its
        sublicensees will maintain) complete and accurate books, records and accounts that fairly
        reflect Revenue and the royalties payable to Isis under this Agreement (including the
        calculation of Net Sales and any adjustments under Section 6.2) with respect to the Product
        in sufficient detail to confirm the accuracy of any payments required hereunder and in
        accordance with GAAP, which books, records and accounts will be retained until the later of
        (i) 3 years after the end of the period to which such books, records and accounts
        pertain, and (ii) the expiration of the applicable tax statute of limitations (or any
        extensions thereof), or for such longer period as may be required by Applicable
        Law.


        
        6.10.3  
        Audit. Isis will have the right to have an
        independent certified public accounting firm of nationally recognized standing, reasonably
        acceptable to OncoGenex, have access during normal business hours, and upon reasonable
        prior written notice, to such of the records of OncoGenex as may be reasonably necessary to
        verify the accuracy of Revenues for any calendar quarter or calendar year ending not more
        than 24 months prior to the date of such request; provided,
        however, that Isis will not have the right to conduct more than
        one such audit in any Calendar Year except as provided below. Isis will bear the cost of
        such audit unless the audit reveals a variance of more than 5% from the reported results,
        in which case OncoGenex will bear the cost of the audit. Isis will have the right to audit
        previous years, if such years have not been previously audited, if the audit reveals a
        variance of more than 5% from the reported results. Isis will bear the cost of such
        previous year audits unless such audits reveal a variance of more than


         


        
            


            
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        5%. The
        results of such accounting firm will be final and binding upon each of Isis and OncoGenex,
        absent manifest error.


        
        6.10.4  
        Payment of Additional Amounts. If, based on the
        results of such audit, additional payments are owed by OncoGenex under this Agreement,
        OncoGenex will make such additional payments, with interest from the date originally due at
        the rate of 1% per month, within 60 days after the date on which such accounting firm's
        written report is delivered to OncoGenex.


        
        6.10.5  
        Confidentiality. Isis will treat all
        information subject to review under this Section 6.10 as OncoGenex' Confidential
        Information in accordance with the confidentiality provisions of Article 7 and will
        cause its accounting firm to enter into a reasonably acceptable confidentiality agreement
        with OncoGenex obligating such firm to maintain all such financial information in
        confidence pursuant to such confidentiality agreement. The accounting firm will disclose to
        Isis only whether the reports are correct or not and the amount of any discrepancy. No
        other information will be shared.


        
        ARTICLE 7


        
        CONFIDENTIALITY


        
        Section
        7.1       
        Disclosure and Use Restriction. Except as
        expressly provided herein, the Parties agree that, for the Term and for five (5) years
        thereafter, each Party will keep completely confidential and will not publish, submit for
        publication or otherwise disclose, and will not use for any purpose except for the purposes
        contemplated by this Agreement, any Confidential Information received from the other
        Party.


        
        7.1.1    
        Authorized Disclosure. Each Party may disclose
        Confidential Information of the other Party to the extent that such disclosure
        is:


        
        (a)       made
        in response to a valid order of a court of competent jurisdiction;
        provided, however, that such Party will first
        have given notice to such other Party and given such other Party a reasonable opportunity
        to quash such order and to obtain a protective order requiring that the Confidential
        Information and documents that are the subject of such order be held in confidence by such
        court or agency or, if disclosed, be used only for the purposes for which the order was
        issued; and provided further that if a disclosure order is not quashed or a protective
        order is not obtained, the Confidential Information disclosed in response to such court or
        governmental order will be limited to that information which is legally required to be
        disclosed in response to such court or governmental order;


        
        (b)       otherwise
        required by law; provided, however, that
        the disclosing Party will provide such other Party with notice of such disclosure in
        advance thereof to the extent practicable;


        
        (c)       made
        by such Party to the Regulatory Authorities as required in connection with any filing,
        application or request for Regulatory Approval; provided,
        however, that reasonable measures will be taken to assure
        confidential treatment of such information;


         


        
            


            
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        (d)       made
        by such Party, in connection with the performance of this Agreement, to permitted
        sublicensees, licensors, directors, officers, employees, consultants, representatives or
        agents, each of whom prior to disclosure must be bound by obligations of confidentiality
        and non-use at least equivalent in scope to those set forth in this Article 7;
        or


        
        (e)       made
        by such Party to existing or potential acquirers; existing or potential pharmaceutical
        collaborators (to the extent contemplated hereunder); investment bankers; existing or
        potential investors, merger candidates, partners, venture capital firms or other financial
        institutions or investors for purposes of obtaining financing; or, bona fide strategic
        potential partners; each of whom prior to disclosure must be bound by obligations of
        confidentiality and non-use at least equivalent in scope to those set forth in this
        Article 7.


        
            	
                        Section 7.2

                    	
                        Publicity.

                    


        


        
        7.2.1    
        Press Releases Regarding Agreement. Upon
        execution of this Agreement, the Parties shall issue a joint press release announcing the
        existence of this Agreement in a form and substance agreed to in writing by the Parties.
        Each Party agrees not to issue any other press release or other public statement disclosing
        other information relating to this Agreement or the transactions contemplated hereby
        without the prior written consent of the other Party, except for those communications
        required by Applicable Law or court order, disclosures of information for which consent has
        previously been obtained, and information of a similar nature to that which has been
        previously disclosed publicly with respect to this Agreement, each of which will not
        require advance approval, but will be provided to the other Party as soon as practicable
        after the release or communication thereof.


        
            	
                         

                    	
                        7.2.2

                    	
                        Press Releases Regarding Products.

                    


        


        
        (a)       OncoGenex
        may publish, present or otherwise disclose results regarding OGX-011 or Product to the
        public at its sole discretion; however,
        any press release or other similar public communication by either Party related to a
        Product's efficacy or safety data and/or results, will be submitted to the other Party for
        review at least 4 Business Days in advance of such proposed public disclosure.
        Notwithstanding the foregoing, if the Party is making a disclosure that is reasonably
        required by applicable law, regulation or court order and cannot practically submit the
        disclosure to the other Party within the 4 Business Day advance notice period above, the
        disclosing Party may provide the other Party the disclosure [***] advance notice as is
        practical under the circumstances, but in any event at least [***] written notice.
        OncoGenex may satisfy its notice obligation under this Section 7.2.2(a) by emailing
        and telephoning either Isis' Chief Executive Officer or Chief Operating Officer, and Isis
        may satisfy its notice obligation under this Section Section 7.2.2(a) by emailing
        and telephoning OncoGenex' Chief Executive Officer.


        
        (b)       In
        addition, each Party will immediately notify (and provide as much advance notice as
        possible to) the other of any event materially related to Product (including any regulatory
        approval) so that the Parties may analyze the need to or desirability of publicly
        disclosing or reporting such event.


         


        
            


            
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        ARTICLE 8


        
        TECHNOLOGY AND PATENTS


        
            	
                        Section 8.1

                    	
                        Ownership.

                    


        


        
            	
                         

                    	
                        8.1.1

                    	
                        Ownership of Technology and Patents.

                    


        


        
        (a)       As
        between OncoGenex and Isis, Isis will solely own all right, title and interest to the Isis
        Core Technology, Isis Core Technology Patents, Isis Manufacturing Technology and Isis
        Manufacturing Patents.


        
        (b)       As
        between OncoGenex and Isis, OncoGenex will solely own all right, title and interest to the
        OncoGenex Technology and OncoGenex Technology Patents.


        
        (c)       Except
        as otherwise set forth in clauses (a) and (b) above, and in Section 4.2.1, as between
        OncoGenex and Isis, (i) OncoGenex will solely own all right, title and interest in all
        discovery, invention, data, information, trade secret, know-how or other technology (the
        "Technology") conceived or reduced to practice solely by employees or agents of OncoGenex,
        together with all patents and other intellectual property rights therein and thereto;
        (ii) Isis will solely own all right, title and interest in and to all Technology
        conceived or reduced to practice solely by employees or agents of Isis, together with all
        patents and other intellectual property rights therein and thereto; and
        (iii) OncoGenex and Isis will jointly own all right, title and interest in all Joint
        Technology, together with all patents and other intellectual property rights therein and
        thereto. Each party will have the right, subject to the provisions of this Agreement, to
        freely exploit, transfer, license or encumber its rights in any Joint Patents without the
        consent of, or payment or accounting to, the other party.


        
        8.1.2      
        Ownership of Regulatory Documentation. All
        Regulatory Documentation with respect to the Product will be owned by OncoGenex.


        
            	
                        Section 8.2

                    	
                        Prosecution of Patents.

                    


        


        
        8.2.1     
        Isis Rights. Isis will have the sole right, at
        its cost and expense and at its sole discretion, to obtain, prosecute and maintain
        throughout the world the Isis Patent Rights, including, but not limited to the Isis Core
        Technology Patents and the Isis Manufacturing Patents, but excluding the Product-Specific
        Technology Patents and the Joint Patents. Isis will keep OncoGenex informed of the status
        of all Isis Core Technology Patents and Isis Manufacturing Patents by way of an annual
        listing and reasonably detailed written status report.


        
        8.2.2     
        OncoGenex Rights. OncoGenex will have the sole
        right, at its cost and expense and at its sole discretion, to file, obtain, prosecute and
        maintain throughout the world any OncoGenex Technology Patents, Product-Specific Technology
        Patents and the Joint Patents.


        
        8.2.3     
        Cooperation. Each Party will cooperate in the
        preparation, filing, prosecution, and maintenance of the other Party's Patents, the
        Product-Specific Technology Patents and the Joint Patents, as required. Such cooperation
        includes promptly executing all papers and instruments and requiring employees to execute
        such papers and instruments as reasonable and


         


        
            


            
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        appropriate so as to enable such other Party, to file, prosecute, and
        maintain its Patents in any country.


        
            	
                        Section 8.3

                    	
                        Enforcement of Patents.

                    


        


        
        8.3.1     
        Rights and Procedures. If Isis or OncoGenex
        determines that any Isis Patent Rights or OncoGenex Patent Rights are being infringed by a
        Third Party's activities and that such infringement could affect the exercise by OncoGenex
        of its rights under this Agreement, it will promptly notify the other Party in writing and
        provide such other Party with any evidence of such infringement that is reasonably
        available.


        
        (a)       
        Isis Core Technology Patents and Isis Manufacturing Patents.
        Subject to 8.3.1(e) Isis will have the sole right, but not the obligation,
        at its own expense, to remove infringement of Isis Core Technology Patents and Isis
        Manufacturing Patents using commercially appropriate steps, including the filing of an
        infringement suit or taking other similar action, and OncoGenex or a Third Party licensee
        of the Product will have the right, at its own expense, to be represented in any such
        action; provided, however, that
        (i) if Isis fails to bring an action or proceeding within ninety (90) days following
        notice of such infringement, or earlier notifies OncoGenex or a Third Party licensee of the
        Product in writing of its intent not to take such steps, and (ii) the infringement is
        likely to have a material adverse effect on OncoGenex' or a sub-licensee' development,
        manufacture, production, release or commercialization of the Product, then OncoGenex and/or
        the Third Party licensee of the Product will meet with Isis to determine whether to defend
        against such infringement, and if the Parties mutually agree in writing to proceed in
        defending such infringement, Isis will remove the infringement using commercially
        appropriate steps, and OncoGenex or the Third Party will share in the reasonable costs
        incurred relating to the removal of any such infringement on an equal basis. If however,
        (i) the Parties cannot mutually agree in writing to proceed in removing such
        infringement, (ii) the product in question is a Competing Product, and
        (iii) OncoGenex requests in writing that Isis remove such infringement (an "OncoGenex
        Mandate"), then Isis (at OncoGenex' sole expense) will remove the infringement using
        commercially appropriate steps. In either case, Isis may not settle, or otherwise consent
        to an adverse judgment in, such infringement that diminishes the rights or interests of
        OncoGenex without the prior express written consent of OncoGenex.


        
        (b)       In
        the event of an (i) OncoGenex Mandate (ii) Isis refuses to remove the
        infringement in a country using commercially appropriate steps (as determined, if
        necessary, in accordance with the dispute resolution provisions in Section 13.15) and
        (iii) such Competing Product is actually being sold in such country, then the
        [***].


        
        (c)       
        OncoGenex Technology Patents. Subject to
        8.3.1(e) OncoGenex will have the sole right, but not the obligation, at its own expense, to
        remove infringement of OncoGenex Technology Patents using commercially appropriate steps,
        including the filing of an infringement suit or taking other similar action, and Isis will
        have the right, at its own expense, to be represented in any such action.


        
        (d)       
        Product-Specific Technology Patents and Joint Patents.
        Subject to 8.3.1(e) OncoGenex will have the sole right, but not the
        obligation, at its own expense, to


         


        
            


            
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        remove
        infringement of Product-Specific Technology Patents and Joint Patents using commercially
        appropriate steps, including the filing of an infringement suit or taking other similar
        action, and Isis will have the right, at its own expense, to be represented in any such
        action; provided, however, that if the
        Product has not been sublicensed to a Third Party and OncoGenex fails to bring an action or
        proceeding within ninety (90) days following notice of such infringement, or earlier
        notifies Isis in writing of its intent not to take such steps, Isis will have the right to
        do so at its expense, and OncoGenex will have the right, at its own expense, to be
        represented in any such action. Notwithstanding the foregoing, if the infringement is
        likely to have a material adverse effect on Isis' economic interest in the Product's
        development or commercialization, Isis and OncoGenex will meet to determine whether to
        defend against such infringement, and if the Parties mutually agree to proceed in defending
        such infringement, OncoGenex will remove the infringement using commercially appropriate
        steps, and Isis and OncoGenex will share in the reasonable costs incurred relating to the
        removal of any such infringement on an equal basis.


        
        (e)       
        Cooperation. The Party not enforcing the
        applicable Patent will provide reasonable assistance to the other Party, including, but not
        limited to, providing access to relevant documents and other evidence, making its employees
        available at reasonable business hours, and joining the action to the extent necessary to
        allow the enforcing Party to maintain the action.


        
        8.3.2    
        Recovery. Any amounts recovered by either or
        both Parties, including Third Party licensees in connection with or as a result of any
        action contemplated by Section 8.3.1, whether by settlement or judgment, will be used
        to reimburse the Parties, including Third Party licensees for their reasonable costs and
        expenses in making such recovery (which amounts will be allocated pro rata if insufficient
        to cover the totality of such expenses). Furthermore, if Isis is enforcing Party under
        Section 8.3.1(a) or OncoGenex is the enforcing party, after reimbursing the Parties in
        accordance with the preceding sentence, OncoGenex will retain any remainder of the recovery
        as Net Sales and royalties will be payable by OncoGenex to Isis with respect to such Net
        Sales in accordance with this Agreement. If Isis is the enforcing party other than as set
        forth in Section 8.3.1(a), after reimbursing the Parties in accordance with the first
        sentence of this Section, any remainder will be kept by Isis.


        
        Section
        8.4     
        Third Party Litigation. In the event that a
        Third Party institutes a patent infringement suit (including any suit alleging the
        invalidity or unenforceability of the Patents of a Party) against either Party or Third
        Party licensees during the Term of this Agreement, alleging that any of the activities
        hereunder infringes one or more patent or other intellectual property rights held by such
        Third Party (an "Infringement Suit"), the Parties will cooperate with one another in
        defending such suit. Isis will have the sole right to control any defense of any such claim
        involving alleged infringement of Third Party rights by Isis' activities at its own expense
        and by counsel of its own choice, and OncoGenex will have the right, at its own expense, to
        be represented in any such action by counsel of its own choice. OncoGenex will have the
        sole right to control any defense of any such claim involving alleged infringement of Third
        Party rights by OncoGenex' activities, or that relates to the development, manufacture,
        production, release and commercialization of the Product, at its own expense and by counsel
        of its own choice, and Isis will have the right, at its own expense, to be represented in
        any such action by additional counsel of its own choice at its own expense.


         


        
            


            
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        Section
        8.5      
        No Challenge. During the term of this
        Agreement, OncoGenex, its Affiliates and sublicensees will not, directly or indirectly, and
        will not collaborate with, or otherwise authorize any Third Party to challenge any Isis
        Patent Rights licensed by Isis to OncoGenex under this Agreement, including through
        opposition, re-examination, nullity or revocation proceeding, or other available
        administrative mechanism; provided, however, that, notwithstanding the foregoing,
        OncoGenex, its Affiliates and sublicensees shall have the right to comply with a subpoena
        duly issued in good faith by a Third Party, court or administrative order, or similar legal
        process for testimony or the production of documents.


        
        ARTICLE 9


        TERM
        AND TERMINATION


        
        Section
        9.1      
        Term. The term of this Agreement (the "Term")
        will continue in effect until such time as any Product is no longer being developed,
        manufactured, produced, released or commercialized hereunder, or unless terminated at an
        earlier date in accordance with the terms and conditions set forth in this Article 9.
        Isis will have the right to terminate this Agreement and/or any license granted by it
        hereunder solely in accordance with Article 12.


        
        Section
        9.2      
        Rights in Bankruptcy. All rights and licenses
        granted under or pursuant to this Agreement by Isis to OncoGenex are, and will otherwise be
        deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code,
        licenses of rights to "intellectual property" as defined under Section 101 of the
        United States Bankruptcy Code. The Parties agree that OncoGenex, as a licensee of such
        rights under this Agreement, will retain and may fully exercise all of its rights and
        elections under the United States Bankruptcy Code. The Parties further agree that, in the
        event of the commencement of a bankruptcy proceeding by or against Isis under the United
        States Bankruptcy Code, OncoGenex will be entitled to a complete duplicate of (or complete
        access to, as appropriate) any such intellectual property and all embodiments of such
        intellectual property, which, if not already in OncoGenex' possession, will be promptly
        delivered to it (a) upon any such commencement of a bankruptcy proceeding upon
        OncoGenex' written request therefor, unless Isis elects to continue to perform all of its
        obligations under this Agreement or (b) if not delivered under clause (a) above,
        following the rejection of this Agreement by or on behalf of Isis upon written request
        therefor by OncoGenex.


        
            	
                        Section 9.3

                    	
                        Consequences of Expiration or
                        Termination.

                    


        


        
        9.3.1    
        Licenses. Upon expiration of the Term of this
        Agreement in accordance with Section Section 9.1 and payment of all amounts owed
        pursuant to this Agreement, the licenses granted by Isis to OncoGenex hereunder will
        terminate.


        
        9.3.2    
        Return of Information and Materials. Upon
        expiration of this Agreement pursuant to Section Section 9.1 or upon termination of
        this Agreement in its entirety by either Party pursuant to this Article 9, each Party,
        at the request of the other Party, will return all data, files, records and other materials
        in its possession or control relating to such other Party's Technology, or containing or
        comprising such other Party's Information and Inventions or other Confidential Information
        and, in each case, to which the returning Party does not retain rights hereunder (except
        one copy of which may be retained for archival purposes). Notwithstanding


         


        
            


            
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        the
        foregoing, each Party may retain one (1) copy of the other Party's Confidential Information
        for its legal archives.


        
            	
                        Section 9.4

                    	
                        Accrued Rights; Surviving Obligations.

                    


        


        
        9.4.1    
        Accrued Rights. Termination or expiration of
        this Agreement for any reason will be without prejudice to any rights or financial
        compensation that will have accrued to the benefit of a Party prior to such termination or
        expiration. Such termination or expiration will not relieve a Party from obligations that
        are expressly indicated to survive the termination or expiration of this
        Agreement.


        
        9.4.2    
        Survival. Articles 7, 10, 12 and 13 of
        this Agreement, and Sections 4.2.1, 6.10, 8.1, 9.3, 9.4 and 11.4 will survive
        expiration or termination of this Agreement for any reason.


        
        ARTICLE 10


        
        INDEMNIFICATION AND INSURANCE


        
        Section 10.1   
        Indemnification of Isis. OncoGenex will
        indemnify Isis, and their respective directors, officers, employees and agents, and defend
        and hold each of them harmless, from and against any and all losses, damages, liabilities,
        costs and expenses (including reasonable attorneys' fees and expenses) but only to the
        extent arising from or occurring as a result of any and all liability suits,
        investigations, claims, demands or actions by a Third Party (collectively, "Losses" and
        each a "Loss") to the extent arising from or occurring as a result of (a) whether or
        not negligence is found, the development, manufacture, use, handling, storage, sale or
        other commercialization or disposition of OGX-011 or any Product by OncoGenex or its
        Affiliates or licensees, (b) any material breach by OncoGenex of this Agreement, or
        (c) the gross negligence or willful misconduct on the part of OncoGenex or its
        licensees or sublicensees in performing any activity contemplated by this Agreement, except
        for those Losses for which Isis has an obligation to indemnify OncoGenex pursuant to
        Section 10.2, as to which Losses each Party will indemnify the other to the extent of
        their respective liability for the Losses.


        
        Section 10.2   
        Indemnification of OncoGenex. Isis will
        indemnify OncoGenex, and their respective directors, officers, employees and agents, and
        defend and save each of them harmless, from and against any and all Losses to the extent
        arising from or occurring as a result of (a) any material breach by Isis of this
        Agreement, or (b) the gross negligence or willful misconduct on the part of Isis or
        its licensees or sublicensees in performing any activity contemplated by this Agreement,
        except for those Losses for which OncoGenex has an obligation to indemnify Isis pursuant to
        Section 9.1, as to which Losses each Party will indemnify the other to the extent of
        their respective liability for the Losses.


        
            	
                        Section 10.3

                    	
                        Indemnification Procedure.

                    


        


        
        10.3.1  
        Notice of Claim. The indemnified Party will
        give the indemnifying Party prompt written notice (an "Indemnification Claim Notice") of
        any Loss upon which such indemnified Party intends to base a request for indemnification
        under Section 10.1 or Section 10.2, but in no event will the indemnifying Party
        be liable for any Losses that result from any delay in providing such notice. Each
        Indemnification Claim Notice must contain a description of the Loss and the nature and
        amount of such Loss (to the extent that the nature and amount of such Loss are
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        at such
        time). The indemnified Party will furnish promptly to the indemnifying Party copies of all
        papers and official documents received in respect of such Loss. All indemnification claims
        in respect of a Party, its Affiliates or their respective directors, officers, employees
        and agents (collectively, the "Indemnitees" and each an "Indemnitee") will be made solely
        by such Party to this Agreement (the "Indemnified Party").


        
        10.3.2   
        Third Party Claims. The obligations of an
        indemnifying Party under this Article 10 with respect to Losses arising from claims of
        any Third Party that are subject to indemnification as provided for in Section 10.1 or
        10.2 (a "Third Party Claim") will be governed by and be contingent upon the following
        additional terms and conditions:


        
        (a)       
        Control of Defense. At its option, the
        indemnifying Party may assume the defense of any Third Party Claim by giving written notice
        to the Indemnified Party within 30 days after the indemnifying Party's receipt of an
        Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the
        indemnifying Party will not be construed as an acknowledgment that the indemnifying Party
        is liable to indemnify any Indemnitee in respect of the Third Party Claim, nor will it
        constitute a waiver by the indemnifying Party of any defenses it may assert against any
        Indemnitee's claim for indemnification. Upon assuming the defense of a Third Party Claim,
        the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim
        any legal counsel selected by the indemnifying Party. In the event the indemnifying Party
        assumes the defense of a Third Party Claim, the Indemnified Party will immediately deliver
        to the indemnifying Party all original notices and documents (including court papers)
        received by any Indemnitee in connection with the Third Party Claim. Should the
        indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party will
        not be liable to the Indemnified Party or any other Indemnitee for any legal expenses
        subsequently incurred by such Indemnified Party or other Indemnitee in connection with the
        analysis, defense or settlement of the Third Party Claim. In the event that it is
        ultimately determined that the indemnifying Party is not obligated to indemnify, defend or
        hold harmless an Indemnitee from and against the Third Party Claim, the Indemnified Party
        will reimburse the indemnifying Party for any and all costs and expenses (including
        attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its
        defense of the Third Party Claim with respect to such Indemnitee.


        
        (b)       
        Right to Participate in Defense. Without
        limiting Section 10.3.2(a), any Indemnitee will be entitled to participate in, but not
        control, the defense of such Third Party Claim and to employ counsel of its choice for such
        purpose; provided, however, that such
        employment will be at the Indemnitee's own expense unless (i) the employment thereof
        has been specifically authorized by the indemnifying Party in writing, or (ii) the
        indemnifying Party has failed to assume the defense and employ counsel in accordance with
        Section 10.3.2(a) (in which case the Indemnified Party will control the
        defense).


        
        (c)       
        Settlement. With respect to any Losses relating
        solely to the payment of money damages in connection with a Third Party Claim and that will
        not result in the Indemnitee's becoming subject to injunctive or other relief or otherwise
        adversely affect the business of the Indemnitee in any manner, and as to which the
        indemnifying Party will have acknowledged in writing the obligation to indemnify the
        Indemnitee hereunder, the indemnifying Party will have the sole right to consent to the
        entry of any judgment, enter into any settlement or


         


        
            


            
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        otherwise dispose of such Loss, on such terms as the indemnifying Party, in
        its sole discretion, will deem appropriate. With respect to all other Losses in connection
        with Third Party Claims, where the indemnifying Party has assumed the defense of the Third
        Party Claim in accordance with Section 9.3.2(a), the indemnifying Party will have
        authority to consent to the entry of any judgment, enter into any settlement or otherwise
        dispose of such Loss provided it obtains the prior written consent of the Indemnified Party
        (which consent will not be unreasonably withheld or delayed). The indemnifying Party will
        not be liable for any settlement or other disposition of a Loss by an Indemnitee that is
        reached without the written consent of the indemnifying Party. Regardless of whether the
        indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee will
        admit any liability with respect to, or settle, compromise or discharge, any Third Party
        Claim without the prior written consent of the indemnifying Party.


        
        (d)       
        Cooperation. Regardless of whether the
        indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified
        Party will, and will cause each other Indemnitee to, cooperate in the defense or
        prosecution thereof and will furnish such records, information and testimony, provide such
        witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals
        as may be reasonably requested in connection therewith. Such cooperation will include
        access during normal business hours afforded to the indemnifying Party to, and reasonable
        retention by the Indemnified Party of, records and information that are reasonably relevant
        to such Third Party Claim, and making Indemnitees and other employees and agents available
        on a mutually convenient basis to provide additional information and explanation of any
        material provided hereunder, and the indemnifying Party will reimburse the Indemnified
        Party for all its reasonable out-of-pocket expenses in connection therewith.


        
        (e)       
        Expenses. Except as provided above, the
        reasonable and verifiable costs and expenses, including fees and disbursements of counsel,
        incurred by the Indemnified Party in connection with any claim will be reimbursed on a
        calendar quarter basis by the indemnifying Party, without prejudice to the indemnifying
        Party's right to contest the Indemnified Party's right to indemnification and subject to
        refund in the event the indemnifying Party is ultimately held not to be obligated to
        indemnify the Indemnified Party.


        
        Section
        10.4    
        Insurance. OncoGenex shall maintain product
        liability insurance with respect to the development, manufacture and sale of Products
        hereunder by OncoGenex in such amount as OncoGenex customarily maintains with respect to
        the development, manufacture and sale of its similar products, but at a minimum an amount
        that is customarily maintained by similar companies in the life sciences industry with
        respect to the development, manufacture and sale of similar products. OncoGenex shall
        maintain such insurance for so long as it continues to develop, manufacture or sell any
        Product, and thereafter for so long as OncoGenex customarily maintains insurance covering
        the development, manufacture or sale of its similar products. Upon Isis' request, OncoGenex
        will provide Isis with a certificate of insurance evidencing such insurance.


         


        
            


            
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        ARTICLE 11


        
        REPRESENTATIONS AND WARRANTIES


        
        Section
        11.1      
        Representations, Warranties and Covenants. Each
        Party hereby represents, warrants and covenants to the other Party as of the Amendment
        Effective Date as follows:


        
        11.1.1  
        Corporate Authority. Such Party (a) has
        the power and authority and the legal right to enter into this Agreement and perform its
        obligations hereunder, and (b) has taken all necessary action on its part required to
        authorize the execution and delivery of this Agreement and the performance of its
        obligations hereunder. This Agreement has been duly executed and delivered on behalf of
        such Party and constitutes a legal, valid and binding obligation of such Party and is
        enforceable against it in accordance with its terms subject to the effects of bankruptcy,
        insolvency or other laws of general application affecting the enforcement of creditor
        rights and judicial principles affecting the availability of specific performance and
        general principles of equity, whether enforceability is considered a proceeding at law or
        equity.


        
        11.1.2  
        Litigation. Such Party is not aware of any
        pending or threatened litigation (and has not received any communication) that alleges that
        such Party's activities related to this Agreement have violated, or that by conducting the
        activities as contemplated herein such Party would violate, any of the intellectual
        property rights of any other party.


        
        11.1.3  
        Consents, Approvals, etc. All necessary
        consents, approvals and authorizations of all Regulatory Authorities and other parties
        required to be obtained by such Party in connection with the execution and delivery of this
        Agreement and the performance of its obligations hereunder have been obtained.


        
        11.1.4  
        Conflicts. The execution and delivery of this
        Agreement and the performance of such Party's obligations hereunder (a) do not
        conflict with or violate any requirement of Applicable Law or any provision of the articles
        of incorporation, bylaws or any similar instrument of such Party, as applicable, in any
        material way, and (b) do not conflict with, violate, or breach or constitute a default
        or require any consent under, any contractual obligation or court or administrative order
        by which such Party is bound.


        
        11.1.5   No
        Default. Such Party is not aware of any breach by it of any
        representation, warranty, or covenant in the Original Collaboration Agreement.


        
            	
                        Section 11.2

                    	
                        Additional Representations and Warranties of
                        Isis.

                    


        


        
        11.2.1  Isis represents and warrants
        to OncoGenex that Isis is a corporation duly organized, validly existing and in good
        standing under the laws of the State of Delaware, and has full corporate power and
        authority and the legal right to own and operate its property and assets and to carry on
        its business as it is now being conducted and as it is contemplated to be conducted by this
        Agreement.


        
        11.2.2  Isis represents and warrants
        to OncoGenex that the rights granted by Isis to OncoGenex as set forth in Article 4
        include all necessary rights of Isis' technology, whether or not patented or patentable,
        which are owned or Controlled by Isis on the Amendment Effective Date and which are
        necessary or reasonably required for OncoGenex to research develop, make,


         


        
            


            
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        have
        made, use, sell, offer for sale, have sold and import the Product. Further, Isis represents
        and warrants to OncoGenex that Isis has not knowingly [***] whether or not patented or
        patentable, to develop, make or use OGX-011 under the Original Collaboration Agreement,
        that Isis could not [***] of this Agreement or that (in the case of broadly commercially
        available reagents, equipment and software) is not otherwise available on commercially
        reasonable terms along with the purchase or lease of such reagents, equipment and
        software.


        
        11.2.3  Isis represents and warrants
        to OncoGenex that (i) Section 9.6 of the [***] Agreement states that the
        sublicense granted by Isis to OncoGenex under the [***] Agreement will survive termination
        of the [***] Agreement, and (ii) Section 4.3(b) of the [***] Agreement provides
        that if the [***] Agreement is terminated for any reason, then [***] will promptly
        negotiate in good faith a direct license of the sublicensed rights, on terms substantially
        similar to those contained in this Agreement, with OncoGenex, unless the actions or
        omissions of OncoGenex were a cause for termination of the [***] Agreement.


        
        Section
        11.3    
        Additional Representations and Warranties of OncoGenex.
        OncoGenex represents and warrants to Isis that OncoGenex is a corporation
        duly organized, validly existing and in good standing under the laws of Canada, and has
        full corporate power and authority and the legal right to own and operate its property and
        assets and to carry on its business as it is now being conducted and as it is contemplated
        to be conducted by this Agreement.


        
        Section 11.4   
        DISCLAIMER OF WARRANTY. EXCEPT FOR THE EXPRESS
        WARRANTIES SET FORTH IN SECTIONS 11.1, 11.2 AND 11.3, ONCOGENEX AND ISIS MAKE NO
        REPRESENTATIONS AND GRANT NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION
        OF LAW, BY STATUTE OR OTHERWISE, AND ONCOGENEX AND ISIS EACH SPECIFICALLY DISCLAIM ANY
        OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF
        QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO
        THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF
        THIRD PARTIES.


        
        ARTICLE 12


        
        BREACH


        
        Section 12.1    
        Material Breach by Isis. Failure by Isis to
        comply with any of its material obligations contained herein (including, without
        limitation, its technology transfer obligations under Section 4.2) will entitle
        OncoGenex to give Isis notice specifying the nature of the material breach, requiring Isis
        to make good or otherwise cure such default, and stating its intention to trigger the
        provisions of this Article 12 if such default is not cured. If such default is not
        cured within ninety (90) days after the receipt of such notice (or, if such default cannot
        be cured within such ninety (90) day period, if Isis does not commence actions to cure such
        default within such period and thereafter diligently continue such actions or if such
        default is not otherwise cured within ninety (90) days after the receipt of such notice),
        then OncoGenex will be entitled to appeal to the Courts to enforce specific performance
        upon Isis without prejudice to any of its other rights conferred on it by this Agreement,
        and in addition to any other remedies available to


         


        
            


            
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        the
        Courts as remedy for the breach and to continue to develop or commercialize the Product
        independently of Isis in accordance with this Agreement.


        
            	
                        Section 12.2

                    	
                        Breach by OncoGenex.

                    


        


        
        12.2.1   
        Failure to Pay. If OncoGenex is in material
        breach of OncoGenex' obligation to make a payment to Isis under Article 6, then Isis
        may deliver written notice of such breach to OncoGenex. OncoGenex will have thirty (30)
        days following such notice to cure such breach. If OncoGenex receives written notice of
        such breach and fails to cure such breach within the 30 day period, Isis may declare a
        breach hereunder upon thirty (30) days advance written notice to OncoGenex and such notice
        will effectively terminate this Agreement upon expiration of such thirty (30) day
        period.


        
        12.2.2   
        Discontinued Development.  In the
        event of a Discontinuance or if OncoGenex materially breaches its diligence obligations
        under Section 4.4 which material breach is not cured by OncoGenex within ninety (90)
        days after receipt of written notice from Isis describing such material breach in
        reasonably specific detail, then in any such case, as Isis' sole and exclusive remedy
        therefor, Isis will have the right to terminate the [***] under [***] upon thirty (30)
        days prior written notice to OncoGenex and in such case OncoGenex will grant to Isis a
        worldwide license or sublicense, as the case may be, to the OncoGenex Product-Specific
        Technology, OncoGenex Patents, OncoGenex Technology and any Product-Specific Technology
        Patents assigned to OncoGenex under Section 4.2.1 (in the case of OncoGenex Patents
        and OncoGenex Technology that are the subject of one or more Third Party agreements, such
        license or sublicense shall be subject to all restrictions and obligations (including
        financial obligations) under such Third Party agreements) existing as of such date solely
        to develop, make, have made, use, sell, offer for sale, have sold and import Nonexclusive
        Clusterin ASOs (and any products containing such Nonexclusive Clusterin ASOs). For purposes
        of this Section 12.2.2, "Nonexclusive Clusterin ASOs" means ASOs that act
        predominantly by [***] Clusterin [***] or that are [***] to Clusterin [***]
        provided, however that Nonexclusive Clusterin
        ASOs will not include any ASO that (a) acts to modulate [***] Clusterin and
        (b) either (i) has the same [***] as OGX-011 or (ii) at the time of such
        Discontinuance or breach OncoGenex, its Affiliates or sublicensees had [***] (each, an
        "Exclusive ASO"). Within ninety (90) days following the effectiveness of any
        termination by Isis, pursuant to this Section 12.2.2, of the [***] OncoGenex shall
        provide Isis with a list describing the [***].


        
        ARTICLE 13


        
        MISCELLANEOUS


        
        Section
        13.1     Force
        Majeure. Except for any failure to make any payment required
        under Article 6, neither Party will be held liable or responsible to the other Party
        or be deemed to have defaulted under or breached this Agreement for failure or delay in
        fulfilling or performing any term of this Agreement when such failure or delay is caused by
        or results from events beyond the reasonable control of the non-performing Party, including
        fires, floods, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war
        be declared or not), insurrections, riots, civil commotion, strikes, lockouts or other
        labor disturbances, acts of God or acts, omissions or delays in acting by any governmental
        authority. The non-performing Party will notify the other Party of such force majeure
        within ten (10) days after such occurrence by giving written notice to


         


        
            


            
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        the
        other Party stating the nature of the event, its anticipated duration, and any action being
        taken to avoid or minimize its effect. The suspension of performance will be of no greater
        scope and no longer duration than is necessary and the non-performing Party will use
        Commercially Reasonable Efforts to remedy its inability to perform;
        provided, however, that in the event the
        suspension of performance continues for one-hundred and eighty (180) days after the date of
        the occurrence, the Parties will meet to discuss in good faith how to proceed in order to
        accomplish the development and commercialization of the Product as set forth in this
        Agreement.


        
        Section 13.2   
        Assignment. Without the prior written consent
        of the other Party hereto, neither Party will sell, transfer, assign, delegate, pledge or
        otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise,
        this Agreement or any of its rights or duties hereunder; provided,
        however, that (i) either Party hereto may assign or transfer
        this Agreement or any of its rights or obligations hereunder without the consent of the
        other Party to any Third Party with which it has merged or consolidated, or to which it has
        transferred all or substantially all of its assets to which this Agreement relates if in
        any such event the Third Party assignee or surviving entity assumes in writing all of the
        assigning Party's obligations under this Agreement or (ii) Isis may assign or transfer
        its rights under Article 6 (but no liabilities) to a Third Party in connection with a
        royalty (or payment) factoring transaction. Any purported assignment or transfer in
        violation of this Section will be void ab initio
        and of no force or effect.


        
        Section 13.3   
        Severability. If any provision of this
        Agreement is held to be illegal, invalid or unenforceable by a court of competent
        jurisdiction, such adjudication will not affect or impair, in whole or in part, the
        validity, enforceability, or legality of any remaining portions of this Agreement. All
        remaining portions will remain in full force and effect as if the original Agreement had
        been executed without the invalidated, unenforceable or illegal part.


        
        Section 13.4   
        Governing Law. This Agreement will be governed
        by and construed in accordance with the laws of the Province of British Columbia without
        reference to any rules of conflicts of laws.


        
        Section 13.5   
        Notices. All notices or other communications
        that are required or permitted hereunder will be in writing and delivered personally with
        acknowledgement of receipt, sent by facsimile (and promptly confirmed by personal delivery,
        registered or certified mail or overnight courier as provided herein), sent by
        nationally-recognized overnight courier or sent by registered or certified mail, postage
        prepaid, return receipt requested, addressed as follows:   


         


        
        If to OncoGenex, to:


         


        
        OncoGenex Technologies Inc.


        
        #400 - 1001 West Broadway


        
        Vancouver, BC V6H 4B1


        
        Attention: President


        
        Facsimile: (604) 736-3687


         


        
            


            
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        with a copy to:


        
         


        
        Doug Seppala


        
        DuMoulin Black LLP


        
        10th Floor, 595 Howe Street


        
        Vancouver, British Columbia V6C 2T5


        
        Facsimile: (604) 687-3635


         


        
        If to Isis, to:


         


        
        Isis Pharmaceuticals, Inc.


        
        1896 Rutherford Road


        
        Carlsbad, California 92008-7208


        
        Attention: Executive Vice President


        
        Facsimile: (760) 268-4922


         


        
        with a copy to:


        
         


        
        Attention: General Counsel


        
        Facsimile: (760) 603-2707


         


        or to
        such other address as the Party to whom notice is to be given may have furnished to the
        other Party in writing in accordance herewith. Any such communication will be deemed to
        have been given (i) when delivered, if personally delivered or sent by facsimile on a
        Business Day, (ii) on the Business Day after dispatch, if sent by
        nationally-recognized overnight courier, and (iii) on the third business day following
        the date of mailing, if sent by mail. It is understood and agreed that this
        Section 13.6 is not intended to govern the day-to-day business communications
        necessary between the Parties in performing their duties, in due course, under the terms of
        this Agreement.


         


        
        Section 13.6   
        Entire Agreement; Modifications. This Agreement
        sets forth and constitutes the entire agreement and understanding between the Parties with
        respect to the subject matter hereof and all prior agreements, understanding, promises and
        representations, whether written or oral, with respect thereto are superseded hereby,
        including without limitation the Original Collaboration Agreement. For clarity, the Parties
        acknowledge and agree that the Original Collaboration Agreement remains in effect in
        accordance with its terms with respect to the period between the Start Date and the
        Amendment Effective Date. Each Party confirms that it is not relying on any representations
        or warranties of the other Party except as specifically set forth herein. No amendment,
        modification, release or discharge will be binding upon the Parties unless in writing and
        duly executed by authorized representatives of both Parties.


        
        Section 13.7   
        Relationship of the Parties. It is expressly
        agreed that the Parties will be independent contractors of one another and that the
        relationship between the Parties will not constitute a partnership, joint venture or
        agency. Neither Party will have the authority to make any statements, representations or
        commitments of any kind, or to take any action, which will be binding on the other, without
        the prior written consent of the other to do so. All persons employed by a Party will be
        employees of such Party and not of the other Party and all costs and


         


        
            


            
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        obligations incurred by reason of any such employment will be for the
        account and expense of such Party.


        
        Section 13.8   
        Cooperation. Isis will provide reasonable
        assistance to OncoGenex in respect of partnering discussions, financing activities and
        regulatory filings to support the development and commercialization of the Product.
        Notwithstanding the foregoing, Isis will not be required to modify or waive any provision
        of this Agreement in connection with partnering discussions or financing activities to
        support the development and commercialization of the Product.


        
        Section 13.9   
        Waiver. Any term or condition of this Agreement
        may be waived at any time by the Party that is entitled to the benefit thereof, but no such
        waiver will be effective unless set forth in a written instrument duly executed by or on
        behalf of the Party waiving such term or condition. The waiver by either Party hereto of
        any right hereunder or of the failure to perform or of a breach by the other Party will not
        be deemed a waiver of any other right hereunder or of any other breach or failure by said
        other Party whether of a similar nature or otherwise.


        
        Section 13.10 
        Counterparts. This Agreement may be executed in
        two (2) or more counterparts, each of which will be deemed an original, but all of which
        together will constitute one and the same instrument.


        
        Section 13.11 
        No Benefit to Third Parties. The
        representations, warranties, covenants and agreements set forth in this Agreement are for
        the sole benefit of the Parties hereto and their successors and permitted assigns, and they
        will not be construed as conferring any rights on any other parties.


        
        Section 13.12 
        Further Assurance. Each Party will duly execute
        and deliver, or cause to be duly executed and delivered, such further instruments and do
        and cause to be done such further acts and things, including the filing of such
        assignments, agreements, documents and instruments, as may be necessary or as the other
        Party may reasonably request in connection with this Agreement or to carry out more
        effectively the provisions and purposes, or to better assure and confirm unto such other
        Party its rights and remedies under this Agreement.


        
        Section 13.13 
        References. Unless otherwise specified,
        (a) references in this Agreement to any Article, Section, Schedule or Exhibit will
        mean references to such Article, Section, Schedule or Exhibit of this Agreement,
        (b) references in any section to any clause are references to such clause of such
        section, and (c) references to any agreement, instrument or other document in this
        Agreement refer to such agreement, instrument or other document as originally executed or,
        if subsequently varied, replaced or supplemented from time to time, as so varied, replaced
        or supplemented and in effect at the relevant time of reference thereto.


        
        Section 13.14 
        Construction. Except where the context
        otherwise requires, wherever used, the singular will include the plural, the plural the
        singular, the use of any gender will be applicable to all genders and the word "or" is used
        in the inclusive sense (and/or). The captions of this Agreement are for convenience of
        reference only and in no way define, describe, extend or limit the scope or intent of this
        Agreement or the intent of any provision contained in this Agreement. The term "including"
        as used herein will mean including, without limiting the generality of any description
        preceding such term. The language of this Agreement will be deemed to be the


         


        
            


            
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        language mutually chosen by the Parties and no rule of strict construction
        will be applied against either Party hereto. Appendices to this Agreement, or added hereto
        according to the terms of this Agreement, are made part of this Agreement.


        
            	
                        Section 13.15

                    	
                        Dispute Resolution Regarding Diligence.

                    


        


        
        13.15.1  
        General. The Parties will negotiate in good
        faith and use reasonable efforts to settle any dispute, controversy or claim arising
        regarding whether (i) OncoGenex has satisfied its diligence obligations under Section
        4.4 of this Agreement or (ii) in the event of an OncoGenex Mandate, Isis has refused
        to remove the applicable infringement using commercially appropriate steps, by first
        referring such dispute to the Chief Executive Officers of each of the Parties (or their
        respective designees) who will use their good faith efforts to mutually agree upon the
        resolution of the dispute. If any dispute is not resolved by the Chief Executive Officers
        of the Parties (or their designees) within 30 days after such dispute is referred to them,
        and a Party wishes to pursue the matter, each such dispute, controversy or claim will be
        finally resolved by binding arbitration in accordance with the Commercial Arbitration Rules
        of the American Arbitration Association ("AAA"), and judgment on the arbitration award may
        be entered in any court having jurisdiction thereof. The arbitration will be conducted by a
        panel of three persons experienced in the pharmaceutical business: within 30 days after
        initiation of arbitration, each party will select one person to act as arbitrator and the
        two party-selected arbitrators will select a third arbitrator within 30 days of their
        appointment. If the arbitrators selected by the parties are unable or fail to agree upon
        the third arbitrator, the third arbitrator will be appointed by the AAA. No individual
        shall be appointed to arbitrate a dispute pursuant to this Agreement unless he or she
        agrees in writing to be bound by the provisions of this Section 13.15. The place of
        arbitration will be Seattle, Washington. Either Party may apply to the arbitrators for
        interim injunctive relief until the arbitration award is rendered or the controversy is
        otherwise resolved.


        
        13.15.2  
        Expenses. Except as expressly provided herein,
        each Party will bear its own costs and expenses and attorneys' fees and an equal share of
        the arbitrators' and any administrative fees of arbitration. The arbitrators shall have the
        authority to grant specific performance and to allocate between the Parties the costs of
        arbitration in such equitable manner as they determine. Notwithstanding the foregoing, if a
        Party has been found to be in material breach of this Agreement, the defaulting Party will
        be responsible for both Parties' costs and expenses (including the costs of the arbitrators
        and any administrative fees of arbitration) and the reasonable attorneys' fees of the
        non-defaulting Party.


        
        13.15.3  
        Procedure. Except to the extent necessary to
        confirm an award or as may be required by law, neither a Party nor an arbitrator may
        disclose the existence, content, or results of an arbitration without the prior written
        consent of both Parties. In no event will an arbitration be initiated after the date when
        commencement of a legal or equitable proceeding based on the dispute, controversy or claim
        would be barred by the applicable Province of British Columbia statute of
        limitations.


        
        13.15.4  
        Speedy Resolution. The Parties intend, and
        shall take all reasonable action as is necessary or desirable to ensure, that there be a
        speedy resolution to any dispute which becomes the subject of arbitration, and the
        arbitrators shall conduct the arbitration so as to resolve the dispute as expeditiously as
        possible.


         


        
            


            
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        13.15.5  
        Awards. All awards shall be in writing and
        shall state reasons. Executed copies of all awards shall be delivered by the arbitrators to
        the Parties as soon as is reasonably possible. All awards of the arbitrators shall be final
        and binding on the Parties, and there shall be no appeal of any such award whatsoever. The
        Parties undertake to satisfy any award without delay.


        
        13.15.6    Except as otherwise
        specified in the first sentence of Section 13.15.1, no other disputes, controversies
        or claims shall be subject to this Section 13.15.


        The
        remainder of this page intentionally left blank.


         


        
            


            
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        IN WITNESS WHEREOF, the Parties hereto have
        caused this Agreement to be executed by their duly authorized representatives as of the
        date first above written.


        
            	
                        ONCOGENEX TECHNOLOGIES
                        INC.

                    	
                        ISIS PHARMACEUTICALS,
                        INC.

                    


        


         


         


        
            	
                        Per:/s/ Scott
                        Cormack                        

                    	
                        Per:/s/ B. Lynne
                        Parshall              

                    


        


         


        
            	
                        Scott D. Cormack,

                    	
                        B. Lynne Parshall

                    


        


        
            	
                        President & CEO

                    	
                        COO and CFO

                    


        


         


         


        
            


            
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        APPENDIX A


         


        
        Definitions


         


        
        "Affiliate" of a party means any other party
        that, directly or indirectly, through one or more intermediaries, controls, is controlled
        by, or is under common control with such first party. For purposes of this definition only,
        "control" and, with correlative meanings, the terms "controlled by" and "under common
        control with" will mean (a) the possession, directly or indirectly, of the power to
        direct the management or policies of a party, whether through the ownership of voting
        securities or by contract relating to voting rights or corporate governance, and
        (b) the ownership, directly or indirectly, of more than fifty percent (50%) of the
        voting securities or other ownership interest of a party; provided that, if local law
        restricts foreign ownership, control will be established by direct or indirect ownership of
        the maximum ownership percentage that may, under such local law, be owned by foreign
        interests. In addition, Regulus Therapeutics, LLC will not be considered an Affiliate of
        Isis.


        
        "Applicable Law" means the applicable laws,
        rules, and regulations, including any rules, regulations, guidelines, or other requirements
        of the Regulatory Authorities, that may be in effect from time to time.


        
        "ASO" means an antisense oligonucleotide
        compound (reverse of the sense strand messenger RNA), or analog, mimic or mimetic thereof,
        having a sequence that is at least 6 bases long and that modulates expression of a gene
        target via the binding, partially or wholly, of such compound to a mRNA or pre-mRNA of such
        gene target.


        
        "Business Day" means any day, other than
        Saturday, Sunday or any statutory holiday in the Province of British Columbia or the United
        States.


        
        "Calendar Year" means each successive period of
        12 months commencing on January 1 and ending on December 31.


        
        "Clusterin" means the gene target, official
        symbol CLU, which is also referred to as Testosterone Repressed Prostatic Message -2
        (TRPM-2), and Sulphated Glycoprotein-2 (SGP-2).


        
        "Commercialization Agreement" has the meaning
        set forth in 6.2.2.


        
        "Commercially Reasonable Efforts" means, with
        respect to the research, development, manufacture, release or commercialization of the
        Product, efforts and resources commonly used in the biotechnology industry for products of
        similar commercial potential at a similar stage in its lifecycle, taking into consideration
        their safety and efficacy, cost to develop, priority in relation to other products under
        development by the other Party, the competitiveness of alternative products, proprietary
        position, the likelihood of regulatory approval, profitability, and all other relevant
        factors.


         


        
            


            
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        "Competing Product" means a product containing
        an ASO that (i) acts predominantly by [***] Clusterin [***] or that is [***] Clusterin
        [***] (ii) [***] covered by a Valid Claim within the Product-Specific Technology
        Patents in the relevant country, but for the expiration, invalidity, revocation or
        unenforceability of such Product-Specific Technology Patents (such invalidity, revocation
        or unenforceability as determined by a decision of a court or other governmental agency of
        competent jurisdiction, unappealable or unappealed), and (iii) [***] by a Valid Claim
        within the Isis Core Technology Patents in the relevant country.


        
        "Confidential Information" means all
        information and know-how and any tangible embodiments thereof provided by or on behalf of
        one Party to the other Party either in connection with the discussions and negotiations
        pertaining to this Agreement or in the course of performing this Agreement, including data;
        knowledge; practices; processes; ideas; research plans; engineering designs and drawings;
        research data; manufacturing processes and techniques; scientific, manufacturing, marketing
        and business plans; and financial and personnel matters relating to the disclosing Party or
        to its present or future products, sales, suppliers, customers, employees, investors or
        business. For purposes of this Agreement, notwithstanding the Party that disclosed such
        information or know-how, all information or know-how of OncoGenex will be Confidential
        Information of OncoGenex, and all information and know-how of Isis will be Confidential
        Information of Isis.


        
        Notwithstanding the foregoing, information or know-how of a Party will not
        be deemed Confidential Information for purposes of this Agreement if such information or
        know-how:


        
        (a)       was
        already known to the receiving Party, other than under an obligation of confidentiality or
        non-use, at the time of disclosure to such receiving Party;


        
        (b)       was
        generally available or known to parties reasonably skilled in the field to which such
        information or know-how pertains, or was otherwise part of the public domain, at the time
        of its disclosure to, or, with respect to know-how, discovery or development by, such
        receiving Party;


        
        (c)       became
        generally available or known to parties reasonably skilled in the field to which such
        information or know-how pertains, or otherwise became part of the public domain, after its
        disclosure to such receiving Party through no fault of the receiving Party;


        
        (d)       was
        disclosed to such receiving Party, other than under an obligation of confidentiality or
        non-use, by a Third Party who had no obligation to the Party that Controls such information
        and know-how not to disclose such information or know-how to others; or


        
        (e)       was
        independently discovered or developed prior to disclosure by such receiving Party, as
        evidenced by their written records, without the use of Confidential Information belonging
        to the Party that Controls such information and know-how.


         


        
            


            
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        Specific aspects or details of Confidential Information will not be deemed
        to be within the public domain or in the possession of a Party merely because the
        Confidential Information is embraced by more general information in the public domain or in
        the possession of such Party. Further, any combination of Confidential Information will not
        be considered to be in the public domain or in the possession of a Party merely because
        individual elements of such Confidential Information are in the public domain or in the
        possession of such Party unless the combination and its principles are in the public domain
        or in the possession of such Party.


        
        "Control" means, with respect to any Patent or
        other intellectual property right, possession of the right (whether by ownership, license
        or otherwise), to assign, transfer, or grant a license, sublicense or other right to or
        under, such Patent or right as provided for herein without violating the terms of any
        agreement or other arrangement with any Third Party.


        
        "Discontinuance" means OncoGenex voluntarily
        elects to abandon [***] developing OGX-011 and/or Products, as evidenced by a written
        communication from an authorized officer of OncoGenex to Isis.


        
        "FDA" means the United States Food and Drug
        Administration and any successor agency thereto.


        
        "FTE" means the equivalent of the work of one
        employee full time for one year (consisting of at least a total of 45.5 weeks or 1,820
        hours per year (excluding vacations and holidays) of work on or directly related to the
        Agreement), carried out by an Isis employee. The FTE rate will be (i) [***] (U.S.) per
        FTE for any of the following activities: drug substance manufacturing; analytical
        chemistry; process chemistry; formulation; raw material ordering and handling; quality
        control; or manufacturing technology transfer; and (ii) [***] (U.S.) per FTE for any
        of the following activities: toxicology; pharmacokinetics/metabolism; regulatory; clinical
        development; or data management. These FTE rates will be adjusted upward on a Calendar Year
        basis commencing January 1, 2009 (and on January 1 of each year thereafter during the Term
        of this Agreement) by a factor which reflects [***] for [***] during the Term of the
        Agreement when compared to the [***] in the preceding year.


        
        "GAAP" means generally accepted accounting
        principles of the United States consistently applied.


        
        "Generic Product(s)" means a product or
        products containing an active ingredient having the same or substantially the same chemical
        structure as the applicable ASO targeting Clusterin that is the active ingredient contained
        in the applicable Product, whether approved under an NDA, ANDA, an application under
        505(b)(2), or any equivalent thereof, or otherwise by a Regulatory Authority within the
        applicable country.


        
        [***] means [***], a biotech company with head office in [***].


        
        [***]


         


        
            


            
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        [***] means those patents listed in Appendix B.


        
        "Improvements" means any enhancement or
        improvement (in each case, whether or not patented or patentable) to the Isis Core
        Technology or the Isis Manufacturing Technology.


        
        "Isis Core Technology" means any discovery,
        invention, composition, method, process, procedure, data, information, know-how or other
        technology (in each case, whether or not patented or patentable) that is Controlled by Isis
        as of the Amendment Effective Date and that either (i) was not conceived, discovered,
        developed or otherwise made under or in connection with the Original Collaboration
        Agreement, and the application of which has utility only with respect to Products, or
        (ii) is necessary or useful for the development or commercialization of Products, and
        the application of which has utility both with respect to Products and other compositions.
        Isis Core Technology excludes the Isis Manufacturing Technology and Product-Specific
        Technology.


        
        "Isis Core Technology Patents" means Patents
        Controlled by Isis that claim the Isis Core Technology on the Amendment Effective
        Date; provided however that Isis Core
        Technology Patents excludes the Isis Manufacturing Patents and Product-Specific Technology
        Patents. The Isis Core Technology Patents include, but are not limited to, the patents
        listed on Appendix D attached hereto.


        
        "Isis Manufacturing Patents" means Patents
        Controlled by Isis that claim the manufacturing production and release processes
        (a) that were used to manufacture MOE Gapmers on the Amendment Effective Date and
        embodied in the [***], or (b) that are Controlled by Isis on or after the Amended
        Effective Date and otherwise are necessary, or are required by a Regulatory Authority, to
        be used in the manufacture of a Product. The Isis Manufacturing Patents are listed on
        Appendix E attached hereto. Manufacturing for this purpose includes synthesis, purification
        and analysis.


        
        "Isis Manufacturing Technology" means
        (a) the Isis Manufacturing Patents, (b) the Release Method, and (c) all
        other trade secret, know-how or other information or technology (i) that is Controlled
        by Isis as of the Amendment Effective Date and is applicable to the manufacture, production
        or release processes for the Product and embodied in the [***] or (ii) that is
        Controlled by Isis after the Amendment Effective Date and otherwise is necessary, or is
        required by a Regulatory Authority, to be used in the manufacture of a Product.


        
        "Isis Patent Rights" means Isis Core Technology
        Patents and Isis Manufacturing Patents.


        
        "Joint Patents" means all Patents that claim,
        cover or disclose the Joint Technology.


        
        "Joint Technology" means any discovery,
        invention, composition, method, process, procedure, data, information, trade secret,
        know-how or other technology (in each case, whether or not patented or patentable) which is
        conceived, discovered, developed or otherwise made jointly by Isis and OncoGenex (as
        determined in


         


        
            


            
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        accordance with U.S. patent law). Joint Technology excludes the
        Product-Specific Technology.


        
        "MOE Gapmer" means "2' MOE Gapmers" or an
        antisense phosphorothioate oligonucleotide of 15-30 nucleotides wherein all of the backbone
        linkages are modified by adding a sulfur at the non-bridging oxygen (phosphorothioate) and
        a stretch of at least 10 consecutive nucleotides remain unmodified (deoxy sugars) and the
        remaining nucleotides contain an O'-methyl O'-ethyl substitution at the 2' position
        (MOE).


        
        "Net Sales" means the gross invoice price of
        the Product sold by OncoGenex and sublicensees to a Third Party which is not a sublicensee
        of the selling party (unless such sublicensee is the end user of the Product, in which case
        the amount billed therefor will be deemed to be the amount that would be billed to a Third
        Party in an arm's-length transaction) for sales of such Product to such end users less the
        following items, as allocable to such Product (if not previously deducted from the amount
        invoiced): (i) cash, quantity and trade discounts, credits, allowances or other price
        reductions for such Product given to such end user, (ii) credits, discounts, rebates,
        chargebacks or allowances additionally granted (A) upon returns, rejections or recalls
        (except where any such recall arises out of the Party or its sublicensee's gross
        negligence, willful misconduct or fraud) or (B) for nonconforming, damaged, out-dated
        and returned Product, (iii) freight, shipping and insurance charges, (iv) taxes,
        duties, tariffs, surcharges or other governmental charges (other than income taxes),
        (v) government mandated rebates, and (vi) a reasonable allowance for
        uncollectible or bad debts determined in accordance with generally accepted accounting
        principles consistently applied.


        
        "Nonexclusive Clusterin ASO" has the meaning
        set forth in Section 12.2.2.


        
        "Non-Royalty Revenue" means all Revenue
        received by OncoGenex with the exception of Royalty Revenue and OncoGenex Direct
        Sales.


        
        [***]


        
        [***]


        
        [***]


        
        "OGX-011" means an antisense inhibitor of
        Clusterin having the sequence [***] where underlined residues are
        2'-methoxyethylnucleosides (MOE) and phosphorothioate linkages throughout, also referred to
        as OGX-011 or ISIS 112989.


        
        "OncoGenex Direct Sales" means Net Sales made
        by OncoGenex to a Third Party which is not a sublicensee of OncoGenex.


        
        "OncoGenex Patent Rights" means any Patents
        Controlled by OncoGenex.


        
        "OncoGenex Technology" means any discovery,
        invention, composition, method, process, procedure, data, information, trade secret,
        know-how or other technology (in each case, whether or not patented or patentable) that is
        Controlled by


         


        
            


            
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        OncoGenex and that is or relates to an ASO targeting Clusterin or a method
        of using an antisense inhibitor of Clusterin, or otherwise is necessary or useful for the
        development, manufacture, production or commercialization of Products. OncoGenex Technology
        excludes Product-Specific Technology.


        
        "OncoGenex Technology Patents" means all
        Patents that claim, cover or disclose the OncoGenex Technology.


        
        "Patents" will include (i) all U.S.
        patents and patent applications, (ii) any substitutions, divisions, continuations,
        continuations-in-part, reissues, renewals, registrations, confirmations, re-examinations,
        extensions, supplementary protection certificates and the like, and any provisional
        applications, of any such patents or patent applications, and (iii) any foreign or
        international equivalent of any of the foregoing.


        
        "Permitted License" means a license under the
        Isis Core Technology Patents or the Isis Manufacturing Patents (but not under the
        Product-Specific Technology Patents) (i) granted by Isis to a Third Party to use ASOs
        solely to conduct such Third Party's own internal Research, or (ii) granted by Isis to
        a Third Party (provided that such Third Party is [***] and neither such Third Party nor any
        of its Affiliates is [***] to manufacture ASOs solely for unaffiliated third
        parties; provided, however, in each
        case, any such ASOs are not specified in such license or a related document to be ASOs (a)
        that act predominantly by [***] Clusterin [***] or (b) that are [***] Clusterin [***] or
        products containing such ASOs. For purposes of clarification, a Permitted License shall not
        permit Isis or its Affiliates to supply to a Third Party ASOs that act predominantly by
        [***] Clusterin [***] or that are [***] Clusterin [***] or products containing such
        ASOs.


        
        "Product" means any pharmaceutical preparation
        (in intravenous, subcutaneous, oral or any other formulation) containing as the sole active
        pharmaceutical ingredient either (a) OGX-011, or (b) any other ASO targeting
        Clusterin that either (i) was identified under the Original Collaboration Agreement or
        (ii) is identified under Section 4.1.3.For clarity, the
        Product may be used in association with other products such as chemotherapy, hormone
        ablation therapy and radiation therapyand the immediately preceding
        sentence does not limit such intended use.


        
        "Product-Specific Technology" means any
        discovery, invention, composition, method, process, procedure, data, information, trade
        secret, know-how or other technology (in each case, whether or not patented or patentable)
        which is conceived, discovered, developed or otherwise made solely by Isis or OncoGenex, or
        jointly by Isis and OncoGenex, under or in connection with the Original Collaboration
        Agreement or this Agreement, and the application of which has utility only with respect to
        Products. For purposes of clarification Product-Specific Technology excludes the Isis
        Manufacturing Technology and Isis Core Technology.


        
        "Product-Specific Technology Patents" means all
        Patents that claim, cover or disclose Product-Specific Technology. Product-Specific
        Technology Patents include, but are not limited to the patents listed on Appendix G
        attached hereto. For purposes of clarification, any Product-Specific Technology Patents
        assigned to OncoGenex as set


         


        
            


            
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        forth
        in Section 4.2.1 or 8.2.2 will still be considered Product-Specific Technology Patents
        for determining the royalty term and applicable royalty rates under
        Article 6.


        
        "Qualified Partner" means
        a corporation or other entity (a) whose primary business is the commercialization of
        pharmaceutical products, (b) which, on its own or in connection with a Third Party,
        does not operate a contract oligonucleotide manufacturing business and (c) is approved
        as Qualified Partner by Isis at the request of OncoGenex (or its Affiliate), such approval
        not to be unreasonably withheld.


        
        "Registration Clinical Trial" means a clinical
        study (whether or not denominated as a "Phase III" clinical study under applicable
        regulations) in human patients that is of size and design appropriate to establish that the
        Product is safe and effective for its intended use, to define warnings, precautions and
        adverse reactions that are associated with the Product in the dosage range to be
        prescribed, and to support approval from the applicable Regulatory Authority sufficient for
        the manufacture, distribution, use and sale of the Product in such jurisdiction in
        accordance with Applicable Laws.


        
        "Regulatory Authority" means any applicable
        government entities regulating or otherwise exercising authority with respect to the
        development and commercialization of the Product.


        
        "Regulatory Documentation" means all
        applications, registrations, licenses, authorizations and approvals (including all
        regulatory approvals), all correspondence submitted to or received from Regulatory
        Authorities (including minutes and official contact reports relating to any communications
        with any Regulatory Authority), all supporting documents and all clinical studies and
        tests, including the manufacturing batch records, relating to the Product, and all data
        contained in any of the foregoing, including all regulatory drug lists, advertising and
        promotion documents, adverse event files and complaint files.


        
        "Release Method" means the methods used by Isis
        as at the Amendment Effective Date for the release of OGX-011 utilizing liquid
        chromatography - mass spectrometry and specified in Specification outlined in
        [***].


        
        "Research" means in
        vitro or in vivo
        research, excluding any and all uses in humans.


        
        "Revenue" means all revenues, receipts, monies,
        and the fair market value of all other consideration directly or indirectly collected or
        received whether by way of cash or credit or any barter, benefit, advantage, or concession
        received OncoGenex relating to the sale, license or any other commercial transaction
        involving the Product, with the exception of the following: (i) any consideration
        received for the reimbursement for research and development activities and (ii) any
        consideration received for the fair market portion of any sale of equity or quasi-equity
        securities including, without limitation, common shares and preferred shares.


         


        
            


            
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        "Royalty Due Date" means March 31, June 30,
        September 30 and December 31 of each year during the term of this Agreement.


        
        "Royalty Revenue" means, with respect to a
        Product in a country, all Revenue received by OncoGenex that is based on a percentage of
        Net Sales of such Product by a Third Party sublicensed to sell such Product in such
        country.


        
        "Start Date" means
        November 16, 2001.


        
        "Supply Chain Network"
        will include the names, contact information, and supply description of all providers,
        whether currently used or alternative preferred suppliers as of the Amendment Effective
        Date, and who supply modified and unmodified nucleotides, solid support and other reagents
        and raw materials specified in the Isis Manufacturing Technology.


        
        "Third Party" means any party other than Isis
        or OncoGenex.


        
        "Third Party Payments" means royalties,
        milestones, and other payments owing to Third Parties, including payments as set forth in
        Section 6.3 and Section 6.5


        
        "Valid Claim" means either (a) a claim of
        an issued and unexpired patent included within the Isis Patent Rights, which has not been
        held permanently revoked, unenforceable or invalid by a decision of a court or other
        governmental agency of competent jurisdiction, unappealable or unappealed within the time
        allowed for appeal, and which has not been admitted to be invalid or unenforceable through
        reissue or disclaimer or otherwise or (b) a claim of a pending patent application
        included within the Isis Patent Rights, which was filed in good faith and has not been
        abandoned, finally rejected or expired without the possibility of appeal or refiling,
        provided however, that Valid Claim will exclude any such pending claim in an application
        that has not been granted within (x) [***] years following the earliest filing date
        for such application in the United States (unless and until such claim is granted), and
        (y) [***] years following the earliest filing date for such application outside of the
        United States (unless and until such claim is granted).


         


        
            


            
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        APPENDIX B


         


        
        [***]


         


        
            	
                         


                         

                    	
                        Docket #

                    	
                        Country/Treaty

                    	
                        Patent/

                        Application #

                    	
                        Title

                    	
                        Issue Date

                    
	
                        [***]

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        [***]

                    	
                        [***]

                    	
                        [***]

                    	
                        [***]

                    	
                        [***]

                    


        


         


        


         


        
            


            
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        APPENDIX C


         


        
        [***]


         


        
            	
                        Assignee

                    	
                        Docket #

                    	
                        Country/Treaty

                    	
                        Patent/

                        Application #

                    	
                        Title

                    	
                        Issue Date

                    
	
                        [***]

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        [***]

                    	
                        [***]

                    	
                        [***]

                    	
                        [***]

                    	
                        [***]

                    


        


         


         



        
            


            
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        APPENDIX D


         


        ISIS
        CORE TECHNOLOGY PATENTS


        
         


        
            	
                        
                        Assignee

                    	
                        Docket #

                    	
                        Country/Treaty

                    	
                        Patent/

                        Application #

                    	
                        Title

                    	
                        Issue Date

                    
	
                        ISIS

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        [***]

                    	
                        [***]

                    	
                        [***]

                    	
                        [***]

                    	
                        [***]

                    


        


         


        
         


        
            


            
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        APPENDIX E


         


        ISIS
        MANUFACTURING PATENTS


        
         


        
            	
                        
                        Technology

                    	
                        Docket #

                    	
                        Country/Treaty

                    	
                        Patent/

                        Application #

                    	
                        Title

                    	
                        Filing Date

                    
	
                        [***]

                    	
                        [***]

                    	
                        [***]

                    	
                        [***]

                    	
                        [***]

                    	
                        [***]

                    


        


         


        
            


            
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        APPENDIX F


         


        
        [***]


         


         


        
            


            
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        APPENDIX G


         


        
        PRODUCT-SPECIFIC TECHNOLOGY PATENTS


         


         


        
            	
                        Docket No.

                    	
                        Country

                    	
                        Patent/

                        Applicaion #

                    	
                                                Filing

                        Date

                    	
                                                Issue Date

                    	
                                                Title

                    
	
                        [***]

                    	
                        [***]

                    	
                        [***]

                    	
                        [***]

                    	
                        [***]

                    	
                        [***]

                    


        


         


         


        
            


            
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