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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM  TO .
 Commission file number 033-80623
 OncoGenex Pharmaceuticals, Inc.
  Delaware
    
    95-4343413(State or Other Jurisdiction of
    
    (I.R.S. Employer Identification Number)Incorporation or Organization)
 1522 217th Place SE, Suite 100, Bothell, Washington 98021
 (425) 686-1500
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filero
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
  Class
    
    Outstanding at May 1, 2009Common Stock, $0.001 par value
    
    5,549,905




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##### 



OncoGenex Pharmaceuticals, Inc.
Index to Form 10-Q
 PageNumberPart I. Financial InformationItem 1. Consolidated Financial Statements (unaudited)
    
    
    3Consolidated Balance Sheets as of March 31, 2009 (unaudited) and December 31, 2008
    
    
    3Consolidated Statements of Operations (unaudited) for the three months ended
March 31, 2009 and March 31, 2008, and the period from May 26, 2000 (inception)
to March 31, 2009
    
    
    4Consolidated Statements of Cash Flows (unaudited) for the three months ended
March 31, 2009 and March 31, 2008, and the period from May 26, 2000 (inception)
to March 31, 2009
    
    
    5Notes to Consolidated Financial Statements (unaudited)
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    26Item 4. Controls and Procedures
    
    
    26Part II. Other InformationItem 1A. Risk Factors
    
    
    27Item 6. Exhibits
    
    
    27Items 1, 2, 3, 4, and 5 are not applicable and therefore have been omittedSignatures
    
    
    32EX-31.1EX-31.2EX-32.1EX-32.2
   2




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PART I. FINANCIAL INFORMATION
 
 Item 1. Consolidated Financial Statements
 OncoGenex Pharmaceuticals, Inc.
 
 Consolidated Balance Sheets
(Unaudited)
 March 31,
    
    
    December 31,2009
    
    
    2008$
    
    
    $(unaudited)
    
    
    Note 1ASSETSCurrentCash and cash equivalents
    
    
    9,393
    
    
    
    7,618Short-term investments [note 4]
    
    
    
    
    
    
    4,801Amounts receivable
    
    
    139
    
    
    
    153Investment tax credit recoverable
    
    
    376
    
    
    
    1,090Prepaid expenses
    
    
    631
    
    
    
    587Total current assets
    
    
    10,539
    
    
    
    14,249Property and equipment, net
    
    
    61
    
    
    
    44Other assets
    
    
    497
    
    
    
    497Total assets
    
    
    11,097
    
    
    
    14,790LIABILITIES AND SHAREHOLDERS EQUITYCurrentAccounts payable and accrued liabilities
    
    
    1,122
    
    
    
    2,252Current portion of long-term obligations [Note 6]
    
    
    361
    
    
    
    632Total current liabilities
    
    
    1,483
    
    
    
    2,884Long-term obligation, less current portion [Note 6]
    
    
    1,219
    
    
    
    1,199Total liabilities
    
    
    2,702
    
    
    
    4,083Commitments and contingencies [note 7]Common Shares:$0.001 par value 11,019,930 shares authorized and 5,549,905 issued and
outstanding at March 31, 2009 and 5,544,114 issued and outstanding
at December 31, 2008
    
    
    6
    
    
    
    6Additional paid-in capital
    
    
    56,169
    
    
    
    56,070Deficit accumulated during the development stage
    
    
    (50,419
    )
    
    
    (48,009
    )Accumulated other comprehensive income
    
    
    2,639
    
    
    
    2,640Total shareholders equity
    
    
    8,395
    
    
    
    10,707Total liabilities and shareholders equity
    
    
    11,097
    
    
    
    14,790
   3




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OncoGenex Pharmaceuticals, Inc.
 
 Consolidated Statements of Operations
(Unaudited)
 Period from26-May-00Three months
    
    
    (inception)Ended March 31,
    
    
    to March 31,2009
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $EXPENSESResearch and development
    
    
    1,694
    
    
    
    874
    
    
    
    30,302General and administrative
    
    
    782
    
    
    
    573
    
    
    
    14,204Total expenses
    
    
    2,476
    
    
    
    1,447
    
    
    
    44,506OTHER INCOME (EXPENSE)Interest income
    
    
    33
    
    
    
    81
    
    
    
    1,445Other
    
    
    24
    
    
    
    (77
    )
    
    
    (559
    )Total other income (expense)
    
    
    57
    
    
    
    4
    
    
    
    886Loss for the period before taxes and
extraordinary gain
    
    
    2,419
    
    
    
    1,443
    
    
    
    43,620Income tax expense (recovery)
    
    
    (10
    )
    
    
    214
    
    
    
    98Loss before extraordinary gain
    
    
    2,409
    
    
    
    1,657
    
    
    
    43,718Extraordinary gain
    
    
    
    
    
    
    
    
    
    
    4,428Net loss
    
    
    2,409
    
    
    
    1,657
    
    
    
    39,290Redeemable convertible preferred share accretion
    
    
    
    
    
    
    776
    
    
    
    11,129Loss attributable to common shareholders
    
    
    2,409
    
    
    
    2,433
    
    
    
    50,419Basic and diluted loss per common share [Note
5[e]]
    
    
    0.43
    
    
    
    20.48Weighted average number of common shares [note
5[e]]
    
    
    5,546,167
    
    
    
    118,801
   4




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OncoGenex Pharmaceuticals, Inc.
 
 Consolidated Statements of Cash Flows
(Unaudited)
 Period fromThree months ended
    
    
    26-May-00March 31,
    
    
    (inception) to2009
    
    
    2008
    
    
    31-Mar-09$
    
    
    $
    
    
    $OPERATING ACTIVITIESLoss for the period
    
    
    (2,409
    )
    
    
    (1,657
    )
    
    
    (39,290
    )Add items not involving cashExtraordinary gain
    
    
    
    
    
    
    
    
    
    
    (4,428
    )Depreciation and amortization
    
    
    9
    
    
    
    14
    
    
    
    436Stock-based collaboration expense
    
    
    
    
    
    
    
    
    
    
    1,758Stock-based compensation [Note 5[c]]
    
    
    76
    
    
    
    55
    
    
    
    811Accrued interest on convertible debenture
    
    
    
    
    
    
    177
    
    
    
    505Changes in non-cash working capital itemsAmounts receivable
    
    
    14
    
    
    
    (14
    )
    
    
    141Investment tax credit recoverable
    
    
    714
    
    
    
    712
    
    
    
    (375
    )Prepaid expenses
    
    
    (44
    )
    
    
    32
    
    
    
    (339
    )Other assets
    
    
    
    
    
    
    1
    
    
    
    (129
    )Accounts payable and accrued liabilities
    
    
    (1,130
    )
    
    
    (323
    )
    
    
    (2,328
    )Lease obligation
    
    
    (267
    )
    
    
    
    
    
    
    (520
    )Taxes payable on preferred shares
    
    
    
    
    
    
    98
    
    
    
    Cash used in operating activities
    
    
    (3,037
    )
    
    
    (905
    )
    
    
    (43,758
    )FINANCING ACTIVITIESCash paid on fractional shares eliminated on reverse share
split
    
    
    
    
    
    
    
    
    
    
    (3
    )Proceeds from issuance of common stock under stock option
and employee purchase plans
    
    
    23
    
    
    
    
    
    
    
    147Issuance of preferred shares, net of share issue costs
    
    
    
    
    
    
    
    
    
    
    26,719Issuance of common shares, net of share issue costs
    
    
    
    
    
    
    
    
    
    
    146Issuance of convertible debentures net of issue costs
    
    
    
    
    
    
    
    
    
    
    4,442Cash provided by financing activities
    
    
    23
    
    
    
    
    
    
    
    31,451INVESTING ACTIVITIESPurchase of investments
    
    
    
    
    
    
    
    
    
    
    (89,020
    )Proceeds from sale of investments
    
    
    4,784
    
    
    
    497
    
    
    
    106,368Purchase of property and equipment
    
    
    (13
    )
    
    
    (4
    )
    
    
    (404
    )Cash received on reverse takeover of Sonus
    
    
    
    
    
    
    
    
    
    
    5,464Transaction fees on reverse takeover of Sonus
    
    
    
    
    
    
    
    
    
    
    (807
    )Cash provided by investing activities
    
    
    4,771
    
    
    
    493
    
    
    
    21,601Effect of exchange rate changes on cash and cash equivalents
    
    
    18
    
    
    
    (73
    )
    
    
    99Increase (decrease) in cash and cash equivalents during the
period
    
    
    1,775
    
    
    
    (485
    )
    
    
    9,393Cash and cash equivalents, beginning of the period
    
    
    7,618
    
    
    
    4,626
    
    
    
    Cash and cash equivalents, end of the period
    
    
    9,393
    
    
    
    4,141
    
    
    
    9,393Supplemental cash flow informationProperty and equipment acquired under lease obligation
    
    
    16
    
    
    
    
    
    
    
    16
   5




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OncoGenex Pharmaceuticals, Inc.
 
 Notes to Consolidated Financial Statements
(Unaudited)
 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION
       6




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2. REVERSE TAKEOVER
     Sonus common stock
    
    $
    10,385Fair value of options and warrants assumed
    
    
    71Transaction costs of OncoGenex
    
    
    807Total purchase price
    
    $
    11,263
  Cash
    
    $
    5,464Marketable securities
    
    
    14,808Accounts receivable
    
    
    6Interest receivable
    
    
    273Other current assets
    
    
    175Furniture and equipment
    
    
    1,186Other long term assets
    
    
    497Intangible assets
    
    
    280Accounts payable
    
    
    (35
    )Accrued expenses excluding severance payable
    
    
    (652
    )Severance payable to employees as part of restructuring
    
    
    (1,322
    )Severance payable to senior executives
    
    
    (1,440
    )Excess facility loss
    
    
    (2,083
    )Negative goodwill
    
    
    (5,894
    )Total purchase price
    
    $
    11,263
  7




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Negative goodwill
    
    $
    (5,894
    )Furniture and equipment
    
    
    1,186Intangible assets
    
    
    280Excess negative goodwill
    
    $
    (4,428
    )
 Pro Forma Results of Operations
  For the three
    
    
    For the threemonths ended
    
    
    months endedMarch 31,
    
    
    March 31,(In thousands, except shares and loss per share)
    
    2009
    
    
    2008$
    
    
    $Revenue
    
    $
    
    
    
    $
    Net loss applicable to common shareholders
    
    $
    (2,409
    )
    
    $
    (5,150
    )Net loss per share-basic and diluted
    
    $
    (0.43
    )
    
    $
    (43.35
    )Weighted average shares
    
    
    5,546,167
    
    
    
    118,801
 3. ACCOUNTING POLICIES
 Recently Adopted Accounting Policies
    8




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Recent Accounting Pronouncements
     4. FAIR VALUE MEASUREMENTS
   
    
    Level 1 
    
    Quoted prices in active markets for identical securities;
    
    Level 2 
    
    Other significant observable inputs that are observable through corroboration
with market data (including quoted prices in active markets for similar securities);
    
    Level 3 
    
    Significant unobservable inputs that reflect managements best estimate of what
market participants would use in pricing the asset or liability.
  11




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(In thousands)
    
    Level 1
    
    
    Level 2
    
    
    Level 3Corporate debt securities
    
    $
    
    
    
    $
    731
    
    
    $
    Government debt securities
    
    $
    
    
    
    $
    1,072
    
    
    $
    Commercial paper
    
    $
    
    
    
    $
    1,000
    
    
    $
    $
    2,803
  5. COMMON SHARES
 [a] Authorized
  [b] Issued and Outstanding Shares
   [c] Stock options
 Stock Option Summary
   12




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Numberof
    
    
    WeightedOptioned
    
    
    AverageCommon
    
    
    ExerciseShares
    
    
    Price#
    
    
    $Balance, December 31, 2008
    
    
    723,143
    
    
    
    4.88Option grants
    
    
    
    
    
    
    Option exercises
    
    
    (5,791
    )
    
    
    3.89Option expirations
    
    
    (1,240
    )
    
    
    3.89Option cancellations
    
    
    (6,914
    )
    
    
    7.60Balance, March 31, 2009
    
    
    709,198
    
    
    
    4.86
   Three Months EndedMarch 31,(In thousands)
    
    2009
    
    
    2008$
    
    
    $Research and development
    
    
    22
    
    
    
    21General and administrative
    
    
    54
    
    
    
    34Total share-based compensation
    
    
    76
    
    
    
    55
  [d] Stock Warrants
  [e] Loss per Common Share
  Three Months EndedMarch 31,(In thousands except shares and per share amounts)
    
    2009
    
    
    2008NumeratorLoss attributable to common shareholders as reported
    
    $
    2,409
    
    
    $
    2,433DenominatorWeighted average number of common shares outstanding
    
    
    5,546,167
    
    
    
    118,801Basic and diluted loss per common share
    
    $
    0.43
    
    
    $
    20.48
   13




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6. SEVERANCE CHARGES AND OTHER RESTRUCTURING ACTIVITIES
 , Recognition of Liabilities in Connection with a Purchase
Business Combination
   Remaining
    
    
    
    
    
    
    Amortization
    
    
    RemainingLiability at
    
    
    Payments
    
    
    of excess
    
    
    Liability at(In thousands)
    
    December 31, 2008
    
    
    made
    
    
    lease facility
    
    
    March 31, 2009Employee severance
included in accrued
liabilities
    
    $
    137
    
    
    $
    91
    
    
    $
    
    
    
    $
    46Current portion
of excess lease
facility
    
    $
    632
    
    
    $
    
    
    
    $
    274
    
    
    $
    358Long-term portion
of excess lease
facility
    
    $
    1,090
    
    
    $
    
    
    
    $
    45
    
    
    $
    1,045
 7. COMMITMENTS AND CONTINGENCIES
 Isis Pharmaceuticals Inc. and University of British Columbia
   14




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Bayer HealthCare LLC
   Lease Arrangements
   $(In thousands)2009
    
    
    74Total
    
    
    74
   15




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$(In thousands)2009
    
    
    1,5582010
    
    
    2,0332011
    
    
    2,0672012
    
    
    2,1212013
    
    
    2,184remainder
    
    
    9,396Total
    
    
    19,359
 Guarantees and Indemnifications
     10. RELATED PARTY TRANSACTIONS
   16




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11. COMPREHENSIVE INCOME (LOSS)
 Three Months EndedMarch 31,(In thousands)
    
    2009
    
    
    2008$
    
    
    $Loss for the period
    
    
    2,409
    
    
    
    1,657Unrealized loss on cash equivalents and marketable securities
    
    
    1
    
    
    
    2Unrealized loss on foreign exchange
    
    
    
    
    
    
    112Comprehensive loss
    
    
    2,410
    
    
    
    1,771
  17




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 INFORMATION REGARDING FORWARD LOOKING STATEMENTS
  
    
    our anticipated future capital requirements and the terms of any
capital financing agreements;
    
    progress and preliminary and future results of clinical trials;
    
    anticipated regulatory filings, requirements and future clinical trials;
    
    timing and amount of future contractual payments, product revenue and
operating expenses; and
    
    market acceptance of our products and the estimated potential size of these markets.
  
    
    future capital requirements and uncertainty of obtaining additional
funding through corporate partnerships, debt or equity financings;
    
    dependence on the development and commercialization of products;
    
    the risk that results in humans may not be indicative of results in future studies;
    
    the risk that results of research and preclinical studies may not be
indicative of results in humans;
    
    uncertainty relating to the timing and results of clinical trials;
  18




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
    
    uncertainties regarding the safety and effectiveness of the Companys
products and technologies;
    
    the timing, expense and uncertainty associated with the development
and regulatory approval process for products;
    
    uncertainties regarding the Companys future operating results, and
the risk that the Companys products will not obtain the requisite
regulatory approvals to commercialize its products or that the future
sales of the Companys products may be less than expected;
    
    acceptance of our products by the medical community;
    
    our ability to build out our product candidate pipeline through
product in-licensing or acquisition activities;
    
    the Companys dependence on key employees;
    
    the uncertainty associated with exiting or subleasing our excess
office and laboratory space;
    
    general competitive conditions within the drug development and
pharmaceutical industry;
    
    the potential inability to integrate and realize benefits from the Arrangement;
    
    the reliance on third parties who license intellectual property rights
to the Company to comply with the terms of such agreements and to
enforce, prosecute and defend such intellectual property rights;
    
    the potential for product liability issues and related litigation;
    
    the potential for claims arising from the use of hazardous materials in our business;
    
    proper management of our operations will be critical to the success of the Company;
    
    the potential inability to successfully protect and enforce our intellectual property rights;
    
    the impact of current, pending or future legislation, regulations and
legal actions in the United States, Canada and elsewhere affecting the
pharmaceutical and healthcare industries;
    
    currency fluctuation in the Companys primary markets;
    
    volatility in the value of our common stock;
    
    fluctuations in our operating results;
    
    history of operating losses and uncertainty of future financial results; and
    
    general economic conditions.
  19




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MD&A Overview
  
    
    an overview of our business;
    
    results of operations and why those results are different from the
comparative period in the prior year; and
    
    capital resources we currently have, our need for additional capital
and possible sources of additional funding for future capital
requirements.
 Arrangement Agreement
  Overview of the Company
    20




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
    
    Evaluating a survival benefit for OGX-011 in combination with first-line docetaxel
treatment in approximately 800 men with CRPC;
    
    Evaluating a survival benefit for OGX-011 in combination with docetaxel as second-line
chemotherapy in approximately 800 men with CRPC; and
    
    Evaluating a durable pain palliation benefit for OGX-011 in combination with docetaxel
as second-line chemotherapy in approximately 300 men with CRPC.
  Revenues
  Research and Development Expenses
   21




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General and Administrative Expenses
  Restructuring Activities
  Results of Operations
   22




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Three Months Ended March 31, 2009 Compared to the Three Months Ended March 31, 2008
     Liquidity and Capital Resources
   Cash Flows
 Cash Used in Operations
  Cash Provided by Financing Activities
   23




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Cash Used/Provided by Investing Activities
  Operating Capital and Capital Expenditure Requirements
  
    
    completion of its ongoing phase 2 clinical trials of OGX-011;
    
    completion of its phase 1 clinical trial evaluating OGX-427 as a
monotherapy in patients with solid tumors;
    
    initiation of an investigator-sponsored phase 1 clinical trial
evaluating OGX-427 treatment in patient with bladder cancer; and
    
    working capital needs, capital expenditures and general corporate purposes.
   
    
    our ability to obtain additional funding through executing a
partnership or collaboration agreement with a third party that has
sufficient resources to fund the development of our product candidates
or the licensing or sale of certain of our product candidates, or
through private or public offerings of our equity securities or debt
financings;
    
    timing and costs of clinical trials, preclinical development and regulatory approvals;
    
    timing and cost of drug discovery and research and development;
    
    entering into new collaborative or product license agreements for
products in our pipeline; and
    
    costs related to obtaining, defending and enforcing patents.
   24




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Off-Balance Sheet Arrangements
  Inflation
  Contingencies and Commitments
  Material Changes in Financial Condition
 March 31,
    
    
    December 31,(In thousands)
    
    2009
    
    
    2008$
    
    
    $Total assets
    
    
    11,097
    
    
    
    14,790Total liabilities
    
    
    2,702
    
    
    
    4083Shareholders equity
    
    
    8,395
    
    
    
    10,707
  Critical Accounting Policies and Estimates
   25




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New Accounting Standards
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Interest Rate Risk
  Foreign Currency Exchange Risk
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control Over Financial Reporting
   26




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PART II. OTHER INFORMATION
 
 Item 1A. Risk Factors
  
 Item 6. Exhibits
 ExhibitNumber
    
    Description2.1
    (1)
    
    Arrangement Agreement between the Company and OncoGenex Technologies Inc. dated
May 27, 20082.2
    (2)
    
    First Amendment to Arrangement Agreement between the Company and OncoGenex
Technologies Inc. dated August 11, 20082.3
    (2)
    
    Second Amendment to Arrangement Agreement between the Company and OncoGenex
Technologies Inc. dated August 15, 20083.1
    (3)
    
    Amended and Restated Certificate of Incorporation (As Amended Through October
17, 1995)3.2
    (4)
    
    Certificate of Amendment to Certificate of Incorporation filed on May 6, 19993.3
    (5)
    
    Certificate of Correction filed on March 9, 2009 to Certificate of Amendment
filed on May 6, 19993.4
    (6)
    
    Certificate of Amendment to Certificate of Incorporation filed on May 7, 20043.5
    (5)
    
    Certificate of Correction filed on March 9, 2009 to Certificate of Amendment
filed on May 7, 20043.6
    (2)
    
    Certificate of Amendment to Certificate of Incorporation filed on August 20, 20083.7
    (7)
    
    Third Amended and Restated Bylaws of Oncogenex Pharmaceuticals, Inc.4.1
    (2)
    
    Specimen Certificate of Common Stock4.2
    (8)
    
    Amended and Restated Rights Agreement dated as of July 24, 2002 between the
Company and U.S. Stock Transfer Corporation4.3
    (9)
    
    First Amendment to Amended and Restated Rights Agreement dated as of October 17,
2005 between the Company and U.S. Stock Transfer Corporation4.4
    (10)
    
    Second Amendment to Amended and Restated Rights Agreement dated as of August 10,
2006 between the Company and U.S. Stock Transfer Corporation4.5
    (11)
    
    Third Amendment to Amended and Restated Rights Agreement dated May 27, 2008
between the Company and Computershare Trust Company, N.A.4.6
    (1)
    
    Form of Escrow Agreement between the Company, Computershare Trust Company of
Canada and former shareholders and debentureholders of OncoGenex Technologies
Inc.
  27




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ExhibitNumber
    
    Description4.7
    (1)
    
    Form of OncoGenex Voting Agreement4.8
    (1)
    
    Form of Sonus Voting Agreement10.1
    (12)
    
    Sonus Pharmaceuticals, Inc. Incentive Stock Option, Nonqualified Stock Option
and Restricted Stock Purchase Plan  1991 (the 1991 Plan), as amended10.2
    (12)
    
    Form of Incentive Option Agreement (pertaining to the 1991 Plan)10.3
    (12)
    
    Form of Sonus Pharmaceuticals, Inc. Nonqualified Stock Option Agreement under
the 1991 Plan10.4
    (13)
    
    Sonus Pharmaceuticals, Inc. 1999 Nonqualified Stock Incentive Plan (the 1999
Plan)10.5
    (13)
    
    Form of Sonus Pharmaceuticals, Inc. Nonqualified Stock Option Agreement under
the 1999 Plan10.6
    (13)
    
    Form of Sonus Pharmaceuticals, Inc. Restricted Stock Purchase Agreement under
the 1999 Plan10.7
    (14)
    
    Sonus Pharmaceuticals, Inc. 2000 Stock Incentive Plan (the 2000 Plan)10.8
    (15)
    
    First Amendment to Sonus Pharmaceuticals, Inc. 2000 Plan10.9
    (14)
    
    Form of Sonus Pharmaceuticals, Inc. Stock Option Agreement (pertaining to the
2000 Plan)10.10
    (16)
    
    Sonus Pharmaceuticals, Inc. 2007 Performance Incentive Plan (the 2007 Plan)10.11
    (17)
    
    Form of Sonus Pharmaceuticals, Inc. Stock Option Agreement (pertaining to the
2007 Plan)10.12
    (17)
    
    Form of Sonus Pharmaceuticals, Inc. Restricted Stock Purchase Agreement under
the 2007 Plan10.13
    (18)
    
    OncoGenex Technologies Inc. Amended and Restated Stock Option Plan10.14
    (19)
    
    Stock Option Assumption, Amending and Confirmation Agreement dated as of August
21, 2008 between the Company and OncoGenex Technologies Inc.10.15
    (20)
    
    OncoGenex Pharmaceuticals, Inc. Short Term Incentive Awards Program10.16
    (20)
    
    Agreement and Consent Form (related to the Short Term Incentive Awards Program)10.17
    (20)
    
    Director Compensation Policy10.18
    (12)
    
    Form of Indemnification Agreement for Officers and Directors of the Company10.19
    (18)
    
    Form of Indemnification Agreement between OncoGenex Technologies Inc. and each
of Scott Cormack, Stephen Anderson and Cindy Jacobs10.20
    (18)
    
    Form of Indemnification Agreement between OncoGenex Technologies Inc. and Neil
Clendeninn10.21
    (21)
    
    Severance/Change in Control Agreement dated January 11, 2008 between the Company
and Michael Martino10.22
    (2)
    
    Executive Termination Agreement and General Release dated August 21, 2008
between the Company and Michael Martino
  28




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##### Table of Contents



ExhibitNumber
    
    Description10.23
    (21)
    
    Severance/Change in Control Agreement dated January 11, 2008 between the Company
and Alan Fuhrman10.24
    (2)
    
    Executive Termination Agreement and General Release dated August 21, 2008
between the Company and Alan Fuhrman10.25
    (18)
    
    Employment Agreement between OncoGenex Technologies Inc. and Scott Cormack dated
as of December 21, 2001, and Employment Amending Agreement dated as of August
10, 200510.26
    (22)
    
    Employment Agreement between OncoGenex Technologies Inc. and Stephen Anderson
dated as of January 9, 2006*10.27
    (2)
    
    Employment Amending Agreement dated June 28, 2007 between OncoGenex Technologies
Inc. and Stephen Anderson10.28
    (22)
    
    Employment Agreement between OncoGenex, Inc. and Cindy Jacobs dated as of
September 12, 2005*10.29
    (23)
    
    Securities Purchase Agreement dated as of August 15, 2005 by and among the
Company and the investors named therein, together with their permitted
transferees (Securities Purchase Agreement)10.30
    (23)
    
    Form of Purchase Warrant related to the Securities Purchase Agreement10.31
    (24)
    
    Form of Purchase Warrant issued to Schering AG10.32
    (23)
    
    Registration Rights Agreement dated as of August 15, 2005 by and among the
Company and the investors named therein10.33
    (25)
    
    Lease by and between BMR-217th Place LLC and the Company dated as of
November 21, 200610.34
    (26)
    
    First Amendment to Lease by and between BMR-217th Place LLC and the
Company dated as of August 17, 200710.35
    (27)
    
    Second Amendment to Lease by and between BMR-217th Place LLC and the
Company dated as of January 28, 200810.36
    (6)
    
    Amended and Restated License Agreement effective as of July 2, 2008 by and
between OncoGenex Technologies Inc. and Isis Pharmaceuticals, Inc. (OGX-011)*10.37
    (22)
    
    License Agreement between OncoGenex Technologies Inc. and the University of
British Columbia effective as of November 1, 2001, and Amending Agreement dated
as of August 30, 2006 (OGX-011)*10.38
    (2)
    
    Second Amending Agreement and Consent as of August 7, 2008 between The
University of British Columbia and OncoGenex Technologies Inc. (OGX-011)10.39
    (22)
    
    Collaboration and License Agreement between OncoGenex Technologies Inc. and Isis
Pharmaceuticals, Inc. effective as of January 5, 2005 (OGX-427)*10.40
    (22)
    
    License Agreement between OncoGenex Technologies Inc. and the University of
British Columbia effective as of April 5, 2005, and Amending Agreement dated as
of August 30, 2006 (OGX-427)*
  29




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##### Table of Contents



ExhibitNumber
    
    Description10.41
    (2)
    
    Second Amending Agreement as of August 7, 2008 between The University of British
Columbia and OncoGenex Technologies Inc. (OGX-427)31.1
    
    
    Certification of President and Chief Executive Officer pursuant to Rule
13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a)
of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 200232.1
    
    
    Certification of President and Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
200232.2
    
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
    
    Schedules and similar attachments to the Arrangement Agreement have been omitted pursuant to
Item 601(b)(2) of Regulation S-K. Registrant will furnish supplementally a copy of any omitted
schedule or similar attachment to the SEC upon request.*
    
    Confidential portions of this exhibit have been omitted and filed separately with the
Commission pursuant to an application for Confidential Treatment under Rule 24b-2 promulgated
under the Securities Exchange Act of 1934, as amended.(1)
    
    Incorporated by reference to the Companys proxy statement on Schedule 14A filed on July 3,
2008.(2)
    
    Incorporated by reference to the Companys quarterly report on Form 10-Q for the quarter
ended September 30, 2008.(3)
    
    Incorporated by reference to the Companys Registration Statement on Form S-1, Reg. No.
33-96112.(4)
    
    Incorporated by reference to Companys quarterly report on Form 10-Q for the quarter ended
March 31, 1999.(5)
    
    Incorporated by reference to the Companys current report on Form 8-K filed on March 11,
2009.(6)
    
    Incorporated by reference to the Companys annual report on Form 10-K for the year ended
December 31, 2008.(7)
    
    Incorporated by reference to the Companys current report on Form 8-Kfiled on October 30,
2008.(8)
    
    Incorporated by reference to the Companys amended Form 8-A filed on July 25, 2002.(9)
    
    Incorporated by reference to the Companys amended Form 8-A filed on October 18, 2005.(10)
    
    Incorporated by reference to the Companys amended Form 8-A filed on August 14, 2006.(11)
    
    Incorporated by reference to the Companys current report on Form 8-K filed on May 30, 2008.(12)
    
    Incorporated by reference to the Companys registration statement on Form S-1, Reg. No.
33-96112.(13)
    
    Incorporated by reference to the Companys quarterly report on Form 10-Q for the quarter
ended March 31, 1999.(14)
    
    Incorporated by reference to the Companys quarterly report on Form 10-Q for the quarter
ended June 30, 2000.  30




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##### Table of Contents



(15)
    
    Incorporated by reference to the Companys quarterly report on Form 10-Q for the quarter
ended September 30, 2006.(16)
    
    Incorporated by reference to the Companys proxy statement on Schedule 14A filed on April 3,
2007.(17)
    
    Incorporated by reference to the Companys quarterly report on Form 10-Q for the quarter
ended September 30, 2007.(18)
    
    Incorporated by reference to the OncoGenex Technologies Inc. registration statement on Form
F-1 filed on December 13, 2006.(19)
    
    Incorporated by reference to the Companys registration statement on Form S-8 filed on August
26, 2008.(20)
    
    Incorporated by reference to the Companys current report on Form 8-K filed on April 2, 2009.(21)
    
    Incorporated by reference to the Companys current report on Form 8-K filed on January 17,
2008.(22)
    
    Incorporated by reference to the OncoGenex Technologies Inc. registration statement on Form
F-1, Amendment No. 1, filed on January 29, 2007.(23)
    
    Incorporated by reference to the Companys current report on Form 8-K filed on August 18,
2005.(24)
    
    Incorporated by reference to the Schedule 13D filed by Schering Berlin Venture Corporation on
October 31, 2005.(25)
    
    Incorporated by reference to the Companys annual report on Form 10-K for the year ended
December 31, 2006.(26)
    
    Incorporated by reference to the Companys annual report on Form 10-K for the year ended
December 31, 2007.(27)
    
    Incorporated by reference to the Companys quarterly report on Form 10-Q for the quarter
ended March 31, 2008.  31




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##### Table of Contents



SIGNATURES
  ONCOGENEX PHARMACEUTICALS, INC.Date:   May 7, 2009
    By:
    /s/ Stephen AndersonStephen AndersonChief Financial Officer and Secretary
(Principal Financial and Accounting Officer)  32




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##### Table of Contents



ExhibitNumber
    
    Description31.1
    
    
    Certification of President and Chief Executive Officer
pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 200231.2
    
    
    Certification of Chief Financial Officer pursuant to Rule
13a-14(a) or 15d-14(a) of the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232.1
    
    
    Certification of President and Chief Executive Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    
    Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002