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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 JUNE 30, 2010
 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 217 th Place SE, Suite 100, Bothell, Washington 98021
 (425) 686-1500
 Yes þ No o
 Yes o No o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 Yes o No þ
  Class
Common Stock, $0.001 par value
    
    Outstanding at August 1, 2010
6,444,233




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##### 



OncoGenex Pharmaceuticals, Inc.
Index to Form 10-Q
 PageNumberPart I. Financial InformationItem 1. Financial Statements (unaudited)
    
    
    3Consolidated Balance Sheets as of June 30, 2010 (unaudited) and December 31, 2009
    
    
    3Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 2010 and June 30, 2009
    
    
    4Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2010 and June 30, 2009
    
    
    5Notes to Consolidated Financial Statements (unaudited)
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    28Item 4. Controls and Procedures
    
    
    29Part II. Other InformationItem 1A. Risk Factors
    
    
    30Item 6. Exhibits
    
    
    50Items 1, 2, 3, 4, and 5 are not applicable and therefore have been omitted.Signatures
    
    
    50Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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PART I. FINANCIAL INFORMATION
 
 Item 1.
    
    Consolidated Financial Statements
 OncoGenex Pharmaceuticals, Inc.
 
 Consolidated Balance Sheets
 (Unaudited)
  June 30,
    
    
    December 31,2010
    
    
    2009$
    
    
    $ASSETSCurrentCash and cash equivalents[note 4]
    
    
    33,011
    
    
    
    62,051Restricted cash [note 4 and note 7]
    
    
    502
    
    
    
    Short-term investments [note 4]
    
    
    14,293
    
    
    
    2,517Amounts receivable
    
    
    413
    
    
    
    3,109Prepaid expenses
    
    
    2,341
    
    
    
    722Total current assets
    
    
    50,560
    
    
    
    68,399Property and equipment, net
    
    
    73
    
    
    
    72Other assets
    
    
    509
    
    
    
    509Total assets
    
    
    51,142
    
    
    
    68,980LIABILITIES AND SHAREHOLDERS EQUITYCurrentAccounts payable and accrued liabilities
    
    
    1,667
    
    
    
    14,453Deferred Collaboration Revenue [note 3]
    
    
    10,000
    
    
    
    10,000Current portion of long-term obligations [note 6]
    
    
    1,278
    
    
    
    1,328Total current liabilities
    
    
    12,945
    
    
    
    25,781Deferred Collaboration Revenue, less current portion [note 3]
    
    
    14,135
    
    
    
    16,528Long-term obligation [note 6]
    
    
    3,163
    
    
    
    3,712Total liabilities
    
    
    30,243
    
    
    
    46,021Commitments and contingencies [note 7]Shareholders equity:Common shares [note 5]:$0.001 par value 25,000,000 shares authorized and 6,441,676
issued and outstanding at June 30, 2010 and 6,324,033 issued
and
outstanding at December 31, 2009
    
    
    6
    
    
    
    6Additional paid-in capital
    
    
    74,628
    
    
    
    73,798Accumulated deficit
    
    
    (56,375
    )
    
    
    (53,485
    )Accumulated other comprehensive income
    
    
    2,640
    
    
    
    2,640Total shareholders equity
    
    
    20,899
    
    
    
    22,959Total liabilities and shareholders equity
    
    
    51,142
    
    
    
    68,980Subsequent events [note 9]
   3




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OncoGenex Pharmaceuticals, Inc.
 
 Consolidated Statements of Operations
 (Unaudited)
  Three months
    
    
    Six monthsEnded June 30,
    
    
    Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009$
    
    
    $
    
    
    $
    
    
    $COLLABORATION REVENUE[note 3]
    
    
    1,701
    
    
    
    
    
    
    
    6,401
    
    
    
    EXPENSESResearch and development
    
    
    3,079
    
    
    
    3,588
    
    
    
    9,459
    
    
    
    5,282General and administrative
    
    
    1,475
    
    
    
    1,003
    
    
    
    2,825
    
    
    
    1,785Total expenses
    
    
    4,554
    
    
    
    4,591
    
    
    
    12,284
    
    
    
    7,067OTHER INCOME (EXPENSE)Interest income
    
    
    14
    
    
    
    3
    
    
    
    19
    
    
    
    36Other
    
    
    (7
    )
    
    
    31
    
    
    
    (26
    )
    
    
    55Total other income (expense)
    
    
    7
    
    
    
    34
    
    
    
    (7
    )
    
    
    91Loss for the period before income taxes
    
    
    2,846
    
    
    
    4,557
    
    
    
    5,890
    
    
    
    6,976Income tax expense (recovery) [note 3]
    
    
    (3,000
    )
    
    
    6
    
    
    
    (3,000
    )
    
    
    (4
    )Net income (loss)
    
    
    154
    
    
    
    (4,563
    )
    
    
    (2,890
    )
    
    
    (6,972
    )Basic and diluted income (loss) per common share
    
    
    0.02
    
    
    
    (0.82
    )
    
    
    (0.45
    )
    
    
    (1.26
    )Weighted average number of common shares:Basic
    
    
    6,400,081
    
    
    
    5,550,547
    
    
    
    6,366,861
    
    
    
    5,548,369Diluted
    
    
    6,529,482
    
    
    
    5,550,547
    
    
    
    6,366,861
    
    
    
    5,548,369
   4




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OncoGenex Pharmaceuticals, Inc.
 
 Consolidated Statements of Cash Flows
 (Unaudited)
  Six months endedJune 30,2010
    
    
    2009$
    
    
    $OPERATING ACTIVITIESLoss for the period
    
    
    (2,890
    )
    
    
    (6,972
    )Add items not involving cashDepreciation and amortization
    
    
    26
    
    
    
    24Stock-based compensation [note 5(c)]
    
    
    311
    
    
    
    173Changes in non-cash working capital itemsAmounts receivable
    
    
    2,696
    
    
    
    123Investment tax credit recoverable
    
    
    
    
    
    
    713Restricted cash
    
    
    (502
    )
    
    
    Prepaid expenses
    
    
    (1,619
    )
    
    
    12Other assets
    
    
    
    
    
    
    12Accounts payable and accrued liabilities
    
    
    (12,786
    )
    
    
    (779
    )Long-term obligations
    
    
    (599
    )
    
    
    141Deferred collaboration revenue
    
    
    (2,393
    )
    
    
    Cash used in operating activities
    
    
    (17,756
    )
    
    
    (6,553
    )FINANCING ACTIVITIESProceeds from issuance of common stock under stock option and employee purchase plans
    
    
    521
    
    
    
    32Cash provided by financing activities
    
    
    521
    
    
    
    32INVESTING ACTIVITIESPurchase of investments
    
    
    (12,291
    )
    
    
    (1,512
    )Proceeds from sale of investments
    
    
    500
    
    
    
    4,780Purchase of property and equipment
    
    
    (27
    )
    
    
    (13
    )Cash provided (used in) by investing activities
    
    
    (11,818
    )
    
    
    3,255Effect of exchange rate changes on cash and cash equivalents
    
    
    14
    
    
    
    (156
    )Decrease in cash and cash equivalents during the period
    
    
    29,040
    
    
    
    3,422Cash and cash equivalents, beginning of the period
    
    
    62,051
    
    
    
    7,618Cash and cash equivalents, end of the period
    
    
    33,011
    
    
    
    4,196Supplemental cash flow informationProperty and equipment acquired under lease obligation
    
    
    
    
    
    
    65
   5




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OncoGenex Pharmaceuticals, Inc.
 
 Notes to Consolidated Financial Statements
 (Unaudited)
 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION
    2. ACCOUNTING POLICIES
 Recently Adopted Accounting Policies
  Recent Accounting Pronouncements
   6




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3. COLLABORATION AGREEMENT
    
    
    a phase 3 clinical trial of the Licensed Product, referred to as the SATURN trial, for
second-line castrate resistant prostate cancer, initiated in the second quarter of 2010.
The Company will have primary responsibility for the oversight of this trial;
 
    
    a phase 3 clinical trial of the Licensed Product for first-line castrate resistant
prostate cancer, expected to initiate in the third quarter of 2010; and
 
    
    a phase 3 clinical trial of the Licensed Product for first-line non-small cell lung
cancer (NSCLC), expected to initiate by early 2011.
  
    
    the Company will be required to spend $30 million in direct and indirect development
costs, and
 
    
    Teva will fund all other expenses under the Clinical Development Plan.
   7




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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.
     Financial Instruments
 Cash
  U.S. Government and Agency Securities
 U.S. Government Securities
  8




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##### Table of Contents



U.S. Agency Securities
 Corporate and Other Debt
 Corporate Bonds and Commercial Paper
  (in thousands)
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalMarketable SecuritiesCash
    
    $
    11,733
    
    
    $
    
    
    
    $
    
    
    
    $
    11,733Money market securities
    
    
    10,194
    
    
    
    
    
    
    
    
    
    
    
    10,194U.S. government securities
    
    
    6,500
    
    
    
    
    
    
    
    
    
    
    
    6,500U.S. agency securities
    
    
    1,000
    
    
    
    1,000
    
    
    
    
    
    
    
    2,000Corporate bonds and commercial paper
    
    
    
    
    
    
    17,379
    
    
    
    
    
    
    
    17,379$
    29,427
    
    
    $
    18,379
    
    
    $
    
    
    
    $
    47,806
  Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    Estimated(in thousands)
    
    Cost
    
    
    Gain
    
    
    Loss
    
    
    Fair ValueCash
    
    $
    11,733
    
    
    $
    
    
    
    $
    
    
    
    $
    11,733Money market securities
    
    
    9,692
    
    
    
    
    
    
    
    
    
    
    
    9,692U.S. government securities
    
    
    3,000
    
    
    
    
    
    
    
    
    
    
    
    3,000U.S. agency securities
    
    
    1,000
    
    
    
    
    
    
    
    
    
    
    
    1,000Corporate bonds and commercial paper
    
    
    7,586
    
    
    
    
    
    
    
    
    
    
    
    7,586Cash and cash equivalents
    
    $
    33,011
    
    
    $
    
    
    
    $
    
    
    
    $
    33,011Money market securities
    
    
    502
    
    
    
    
    
    
    
    
    
    
    
    502Restricted cash
    
    $
    502
    
    
    $
    
    
    
    $
    
    
    
    $
    502U.S. government securities
    
    
    3,500
    
    
    
    
    
    
    
    
    
    
    
    3,500U.S. agency securities
    
    
    1,000
    
    
    
    
    
    
    
    
    
    
    
    1,000Corporate bonds and commercial paper
    
    
    9,793
    
    
    
    
    
    
    
    
    
    
    
    9,793Short-term investments
    
    $
    14,293
    
    
    $
    
    
    
    $
    
    
    
    $
    14,293
  9




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5. SHAREHOLDERS EQUITY
 [a] Authorized
  [b] Issued and Outstanding Shares
  [c] Stock options
 2010 Performance Incentive Plan
   10




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##### Table of Contents



Stock Option Summary
   Numberof
    
    
    WeightedOptioned
    
    
    AverageCommon
    
    
    ExerciseShares
    
    
    Price#
    
    
    $Balance, December 31, 2009
    
    
    802,871
    
    
    
    6.95Option grants
    
    
    25,922
    
    
    
    16.68Option expirations
    
    
    (7,311
    )
    
    
    104.91Option exercises
    
    
    (117,643
    )
    
    
    4.43Option forfeitures
    
    
    (26,563
    )
    
    
    7.35Balance, June 30, 2010
    
    
    677,276
    
    
    
    6.69
  Six months ended June 30,2010
    
    
    2009Risk-free interest rates
    
    
    2.41
    %
    
    
    1.68
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %Expected life
    
    
    6 years
    
    
    
    4 yearsExpected volatility
    
    
    74
    %
    
    
    76
    %
   11




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Three Months
    
    
    Six MonthsEnded
    
    
    EndedJune 30,
    
    
    June 30,(In thousands)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009$
    
    
    $
    
    
    $
    
    
    $Research and development
    
    
    74
    
    
    
    22
    
    
    
    142
    
    
    
    45General and administrative
    
    
    70
    
    
    
    75
    
    
    
    169
    
    
    
    128Total share-based compensation
    
    
    144
    
    
    
    97
    
    
    
    311
    
    
    
    173
   [d] Stock Warrants
  6. RESTRUCTURING ACTIVITIES
   Remaining
    
    
    Amortization
    
    
    RemainingLiability at
    
    
    of excess
    
    
    Liability(In thousands)
    
    December 31, 2009
    
    
    lease facility
    
    
    at June 30, 2010Current portion of excess lease facility
    
    $
    1,297
    
    
    $
    45
    
    
    $
    1,252Long-term portion of excess lease
facility
    
    $
    3,348
    
    
    $
    620
    
    
    $
    2,728$
    4,645
    
    
    $
    665
    
    
    $
    3,980
  12




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7. COMMITMENTS AND CONTINGENCIES
 Teva Pharmaceutical Industries Ltd.
    Isis Pharmaceuticals Inc. and University of British Columbia
    13




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Bayer HealthCare LLC
   Lease Arrangements
   2010
    
    $
    902011
    
    
    45Total
    
    $
    135
  14




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##### Table of Contents



2010
    
    $
    9982011
    
    
    2,0552012
    
    
    2,1172013
    
    
    2,1802014
    
    
    2,245remainder
    
    
    7,150Total
    
    $
    16,745
  Guarantees and Indemnifications
     15




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8. COMPREHENSIVE INCOME (LOSS)
 Three Months
    
    
    Six MonthsEnded
    
    
    EndedJune 30,
    
    
    June 30,(In thousands)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009$
    
    
    $
    
    
    $
    
    
    $Income (loss) for the period
    
    
    154
    
    
    
    (4,563
    )
    
    
    (2,890
    )
    
    
    (6,972
    )Unrealized loss on cash
equivalents and marketable
securities
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    1Comprehensive income (loss)
    
    
    154
    
    
    
    (4,564
    )
    
    
    (2,890
    )
    
    
    (6,973
    )
 9. SUBSEQUENT EVENTS
   16




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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 trial conducted by us or our collaborators;
    
    anticipated regulatory filings, requirements and future clinical trials conducted by us or
our partners;
 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.
  
    
    uncertainties regarding our future operating results, and the risk that our product
candidates will not obtain the requisite regulatory approvals to commercialize or that the
future sales of our product candidates may be less than expected or nil;
    
    future capital requirements and uncertainty of obtaining additional funding through debt or
equity financings on terms acceptable to us;
    
    dependence on Tevas ongoing commitment and ability to develop and commercialize OGX-011;
    
    dependence on the development and commercialization of our product candidates, particularly
on OGX-011;
    
    the risk that research or previous clinical trial results may not be indicative of results in
humans or in future studies;
    
    uncertainty relating to the timing and results of clinical trials;
    
    uncertainties regarding the safety and effectiveness of our products and technologies;
    
    the timing, expense and uncertainty associated with the development and regulatory approval
process for products;
    
    acceptance of our products by the medical community;
    
    the uncertainty associated with exiting or subleasing our excess office and laboratory space;
    
    our ability to build out our product candidate pipeline through product in-licensing,
acquisition activities, or otherwise;
    
    general competitive conditions within the drug development and pharmaceutical industry and
new developments or therapies that may not work in combination with our product candidates;
    
    the potential for product liability issues and related litigation;
  17




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
    
    our dependence on key employees;
    
    proper management of our operations;
    
    the potential inability to successfully protect and enforce our intellectual property rights;
    
    the reliance on third parties who license intellectual property rights to us to comply with
the terms of such agreements and to enforce, prosecute and defend such intellectual property
rights;
    
    the reliance on third parties to manufacture and supply our product candidates;
    
    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;
    
    volatility in the value of our common stock; and
    
    general economic conditions.
   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
    
    our current capital resources, capital requirements and possible sources of additional funding for future capital requirements.
 Overview of the Company
    18




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Product Candidate OGX-011
   
    
    a phase 3 registration trial evaluating a survival benefit for OGX-011 in combination
with first-line docetaxel treatment in approximately 800 men with CRPC, expected to
initiate in the third quarter of 2010;
 
    
    a phase 3 registration trial, referred to as the SATURN trial, evaluating a durable
pain palliation benefit for OGX-011 in combination with docetaxel as second-line
chemotherapy in approximately 300 men with CRPC, initiated in the second quarter of 2010;
and
 
    
    a phase 3 registration trial evaluating a survival benefit for OGX-011 in combination
with first-line chemotherapy in at least 700 patients with NSCLC, expected to initiate in
early 2011.
 Teva
Pharmaceutical Industries Ltd.
    
    
    a randomized phase 2 trial evaluating the benefit of combining OGX-011 with first-line
docetaxel chemotherapy, the final results of which were presented during an oral
presentation at the ASCO 2009 Annual Meeting. Analyses indicating a survival benefit in
patients treated with OGX-011 in combination with first-line docetaxel compared to
docetaxel alone, the latter of which being the
current standard care for patients with advanced, progressive metastatic prostate cancer,
are described in our 2009 Annual Report on Form 10-K filed on March 8, 2010 under the
heading Summary of Final Results of OGX-011 Phase 2 Clinical Trial in First-Line Hormone
Refractory Prostate Cancer. Due to the results of our phase 2 trial, one of the phase 3
registration trials that will be initiated in 2010 will evaluate the survival benefit of
OGX-011 in patients treated with first-line chemotherapy; and,
  19




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
    
    durable pain palliation defined as pain palliation of 12 weeks or greater has been
observed in another phase 2 trial evaluating patients with metastatic CRPC who progressed
while receiving, or within 6 months of completing, first-line docetaxel treatment. Of the
patients on this trial who had pain or were on opioids for pain control and were retreated
with docetaxel as second-line treatment in combination with OGX-011, 46% had durable pain
palliation. This is favorable even when compared to the 35% pain responses of 3 weeks or
greater observed in the phase 3 trial which supported the registration of docetaxel as
first-line chemotherapy in patients with CRPC. Due to the results of our phase 2 trial,
one of the phase 3 registration trials, the Prostate Cancer SATURN trial which was
initiated in 2010, is evaluating the durable pain palliation benefit of OGX-011 in
patients treated with second-line chemotherapy. The SATURN trial will enroll men in 50
cancer centres who have previously responded to first-line docetaxel therapy, but
subsequently experience disease progression involving prostate cancer-related pain despite
opioid usage.
  Product Candidate OGX-427
       20




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Product Candidates OGX-225, SN2310 and CSP-9222
   21




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Collaboration Revenue
  Research and Development Expenses
     22




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General and Administrative Expenses
  Restructuring Activities
   Results of Operations
 Three Months Ended June 30, 2010 Compared to the Three Months Ended June 30, 2009
   23




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Six Months Ended June 30, 2010 Compared to the Six Months Ended June 30, 2009
   24




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Liquidity and Capital Resources
    25




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Cash Flows
 Cash Used in Operations
  Cash Provided by Financing Activities
  Cash Used/Provided by Investing Activities
  Operating Capital and Capital Expenditure Requirements
  
    
    completing patient accrual in the SATURN trial, a phase 3 clinical trial evaluating a
durable pain palliation benefit for OGX-011 in combination with docetaxel as second-line
chemotherapy in approximately 300 men with CRPC, which was initiated in the second
quarter of 2010;
 
    
    completing patient accrual in a phase 3 clinical trial evaluating a survival benefit
for OGX-011 in combination with docetaxel as first-line chemotherapy in approximately 800
men with CRPC, expected to initiate in the third quarter of 2010;
 
    
    completing follow-up monitoring visits related to our completed phase 2 clinical
trials of OGX-011;
 
    
    completing follow-up monitoring visits related to the phase 1 clinical trial
evaluating OGX-427 as a monotherapy in patients with solid tumors and continuing
evaluation of OGX-427 in combination with docetaxel in patients with solid tumors;
 
    
    continuing an investigator-sponsored phase 1 clinical trial evaluating OGX-427
treatment in patient with bladder cancer;
 
    
    initiating an investigator-sponsored phase 2 clinical trial evaluating OGX-427
treatment in patients with prostate cancer;
  26




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
    
    continuing partnering discussions with respect to OGX-427 and assessing opportunities
to expand OGX-427 development plan into additional randomized phase 2 trials; and
 
    
    meeting working capital needs, capital expenditures and general corporate purposes.
    
    
    maintaining our relationship with Teva and Tevas ongoing level of focus and efforts
to develop OGX-011;
 
    
    our ability to obtain additional funding through a partnership or collaboration
agreement with a third party or licenses 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.
 Off-Balance Sheet Arrangements
  Inflation
  Contingencies and Commitments
   27




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##### Table of Contents



Material Changes in Financial Condition
 June 30,
    
    
    December 31,(In thousands)
    
    2010
    
    
    2009$
    
    
    $Total assets
    
    
    51,142
    
    
    
    68,980Total liabilities
    
    
    30,243
    
    
    
    46,021Shareholders equity
    
    
    20,899
    
    
    
    22,959
  Critical Accounting Policies and Estimates
  New Accounting Standards
  
 Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
 Interest Rate Risk
   28




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Foreign Currency Exchange Risk
  
 Item 4.
    
    Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control Over Financial Reporting
   29




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1A.
    
    Risk Factors
  Risks Related to Our Business
 We have a limited operating history, have incurred losses since inception and anticipate that we
will continue to incur losses for the foreseeable future. We have never had any products available
for commercial sale and we may never achieve or sustain profitability.
  Because we depend on financing from third parties for our operations, our business may fail if such
financing becomes unavailable or is offered on commercially unreasonable terms.
  
    
    maintaining our partnership with Teva and Tevas ongoing commitment to develop
OGX-011 in a timely fashion;
 
    
    whether we experience delays in our preclinical and clinical development programs,
or slower than anticipated product development;
  30




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##### Table of Contents




    
    the scope and results of our preclinical and clinical trials;
 
    
    whether opportunities to acquire additional product candidates arise and the costs
of acquiring and developing those product candidates;
 
    
    whether we are able to enter into additional third party collaborative partnerships
to develop and/or commercialize any of our other product candidates on terms that are
acceptable to us;
 
    
    the timing and requirements of, and the costs involved in, conducting studies
required to obtain regulatory approvals for our product candidates from the FDA and
comparable foreign regulatory agencies;
 
    
    the availability of third parties to perform the key development tasks for our
product candidates, including conducting preclinical and clinical studies and
manufacturing our product candidates to be tested in those studies and the associated
costs of those services; and
 
    
    the costs involved in preparing, filing, prosecuting, maintaining, defending the
validity of and enforcing, patent claims and other costs related to patent rights and
other intellectual property rights, including litigation costs and the results of such
litigation.
  We are dependent upon our collaborative relationship with Teva to further develop and commercialize
OGX-011, and if our relationship were not to be successful or were to be terminated, we may not be
able to effectively develop and/or commercialize OGX-011, which would have a material adverse
effect on the Company.
   
    
    adverse decisions by Teva or the Joint Steering Committee regarding the development
and commercialization of OGX-011;
 
    
    possible disagreements as to the timing, nature and extent of our development
plans, including clinical trials or regulatory approval strategy;
 
    
    loss of significant rights if we fail to meet our obligations under the
Collaboration Agreement;
 
    
    our limited control over clinical trials with respect to OGX-011;
 
    
    changes in key management personnel at Teva that are members of the Joint Steering
Committee; and
 
    
    possible disagreements with Teva regarding the Collaboration Agreement or ownership
of proprietary rights.
   31




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##### Table of Contents



If Tevas business strategy changes, it may adversely affect the development and commercialization
of OGX-011.
  We are highly dependent on the success of our lead product candidate, OGX-011, and we cannot give
any assurance that OGX-011 or any of our other product candidates will receive regulatory approval.
  We rely on third parties to manufacture and supply our product candidates.
    32




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Clinical trials may not demonstrate a clinical benefit of our product candidates.
   33




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##### Table of Contents



Our clinical trials may be suspended or terminated at any time, including by the FDA, other
regulatory authorities, the Institutional Review Board, or IRB, overseeing the clinical trial at
issue, any of our clinical trial sites with respect to that site, by Teva in the case of OGX-011,
or by us. Any failure or significant delay in completing clinical trials for our product candidates
could materially harm our financial results and the commercial prospects for our product
candidates.
  
    
    delay or failure to obtain sufficient manufacturing supply of OGX-011;
 
    
    decrease in Tevas level of focus and efforts to develop OGX-011;
 
    
    delay or failure to obtain acceptance from the FDA of Avecia as our manufacturer
for OGX-011;
 
    
    limited number of, and competition for, suitable patients with the particular types
of cancer required for enrollment in our clinical trials;
 
    
    limited number of, and competition for, suitable sites to conduct clinical trials;
 
    
    delay or failure to obtain required future additional funding, when needed, through
private or public offerings of our equity securities, debt financings, or the
execution of a licensing, partnership or collaboration agreement with a third party
for any of our product candidates;
 
    
    introduction of new product candidates to the market in therapeutic areas similar
to those which we are developing our product candidates;
 
    
    concurrent evaluation of new investigational product candidates in therapeutic
areas similar to those which we are developing our product candidates;
 
    
    delay or failure to obtain the FDAs or non-U.S. regulatory agencies approval or
agreement to commence a clinical trial, including our phase 3 or registration clinical
trials or amendment thereto under a Special Protocol Assessment;
 
    
    delay or failure to obtain sufficient supplies of the product candidate for our
clinical trials;
 
    
    delay or failure to reach agreement on acceptable clinical trial agreement terms or
clinical trial protocols with prospective sites or investigators; and
 
    
    delay or failure to obtain the approval of the IRB to conduct a clinical trial at a
prospective site.
  
    
    delay or failure to obtain sufficient manufacturing supply of OGX-011;
 
    
    delay or failure to obtain acceptance from the FDA of Avecia as our manufacturer
for OGX-011;
 
    
    slower than expected rates of patient recruitment and enrollment;
 
    
    failure of patients to complete the clinical trial;
 
    
    unforeseen safety issues;
 
    
    lack of efficacy evidenced during clinical trials;
 
    
    termination of our clinical trials by one or more clinical trial sites;
 
    
    inability or unwillingness of patients or medical investigators to follow clinical
trial protocols;
  34




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
    
    inability to monitor patients adequately during or after treatment;
 
    
    introduction of competitive products that may impede our ability to retain patients
in clinical trials; and
 
    
    delay or failure to obtain future additional funding through private or public
offerings of our equity securities, debt financings, or the execution of a licensing,
partnership or collaboration agreement with a third party for any of our product
candidates in the event of material unforeseen costs relating to our clinical trials
currently in progress.
  Our product candidates may cause undesirable and potentially serious side effects during clinical
trials that could delay or prevent their regulatory approval or commercialization
      
    
    Teva may elect to terminate the ongoing clinical trials and cease development of
OGX-011;
 
    
    regulatory authorities may withdraw their approval of the product;
  35




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##### Table of Contents




    
    we may be required to recall the product, change the way the product is
administered, conduct additional clinical trials or change the labeling of the
product;
 
    
    a product may become less competitive and product sales may decrease; or
 
    
    our reputation may suffer.
  Even if we or Teva receive regulatory approval to market our product candidates, the market may not
be receptive to our products.
  
    
    timing of market introduction of competitive products;
 
    
    safety and efficacy of our products;
 
    
    prevalence and severity of any side effects;
 
    
    potential advantages or disadvantages over alternative treatments;
 
    
    strength of marketing and distribution support;
 
    
    price of our products, both in absolute terms and relative to alternative
treatments; and
 
    
    availability of coverage and reimbursement from government and other third-party
payors.
  We may not be able to negotiate the exit or sublease of excess office and laboratory space
currently leased in Bothell, Washington, on terms acceptable to us or at all.
  Although we have entered into a Collaboration Agreement with Teva for OGX-011, we have not yet
partnered with third party collaborators with respect to any of our other product candidates, and
we cannot control whether we will be able to do so on favorable terms or at all.
   36




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If our competitors develop and market products that are more effective, safer or less expensive
than our future product candidates, our clinical trials and commercial opportunities will be
negatively impacted.
  If new therapies become broadly used, we may need to conduct clinical trials of our product
candidates in combination with these new therapies to demonstrate safety and efficacy of the
combination. Additional trials will delay the development of our product candidates and increase
our costs. The failure of certain of our product candidates to work in combination with these new
therapies would have an adverse effect on our business.
   If we were to be successfully sued related to our products or operations, we could face substantial
liabilities that may exceed our resources.
   37




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If we fail to acquire and develop products or product candidates at all or on commercially
reasonable terms, we may be unable to grow our business.
    We will need to retain additional personnel and expand our other resources in order to promote
OGX-011 in the event we exercise our copromotion option and develop our other product candidates.
If we fail to effectively expand our operations, including attracting and retaining key management
and scientific personnel, we may be unable to successfully develop or commercialize our product
candidates and our business may be materially adversely affected.
   38




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We may encounter difficulties in managing our expected growth and in expanding our operations
successfully.
     39




---



##### Table of Contents



We may need to further develop our financial and reporting processes, procedures and controls to
support our anticipated growth.
  We may be adversely impacted if our controls over external financial reporting fail or are
circumvented.
  We rely, in part, on third parties to conduct clinical trials for our product candidates and plan
to rely on third parties to conduct future clinical trials. If these third parties do not
successfully carry out their contractual duties or meet expected deadlines, we may be unable to
obtain regulatory approval for or commercialize our current and future product candidates.
  Global credit and financial market conditions could negatively impact the value of our current
portfolio of cash equivalents and investment securities.
   40




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##### Table of Contents



Risks Related to Our Intellectual Property
 Our proprietary rights may not adequately protect our technologies and product candidates.
   
    
    we or our licensors were the first to make the inventions covered by each of our
issued patents and pending patent applications;
 
    
    we or our licensors were the first to file patent applications for these
inventions;
 
    
    others will not independently develop similar or alternative technologies or
duplicate any of our technologies;
 
    
    any of our or our licensors pending patent applications will result in issued
patents;
 
    
    any of our or our licensors patents will be valid or enforceable;
 
    
    any patents issued to us or our licensors and collaboration partners will provide
us with any competitive advantages, or will not be challenged by third parties;
 
    
    we will develop additional proprietary technologies that are patentable; or
 
    
    the patents of others will not have an adverse effect on our business.
   41




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We and our collaborators, including Teva, may not be able to protect our intellectual property
rights throughout the world.
   The intellectual property protection for our product candidates is dependent on third parties.
    42




---



##### Table of Contents



We may become involved in disputes with Teva or potential future collaborators over intellectual
property ownership, and publications by our research collaborators and scientific advisors could
impair our ability to obtain patent protection or protect our proprietary information, which, in
either case, could have a significant impact on our business.
  The patent protection for our product candidates or products may expire before we are able to
maximize their commercial value which may subject us to increased competition and reduce or
eliminate our opportunity to generate product revenue.
   We may incur substantial costs as a result of litigation or other proceedings relating to patent
and other intellectual property rights and we may be unable to protect our rights to, or use of,
our technology.
    43




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##### Table of Contents




    
    patent infringement and other intellectual property claims, which would be costly
and time consuming to defend, whether or not the claims have merit, and which could
delay the regulatory approval process and divert managements attention from our
business;
 
    
    substantial damages for past infringement, which we may have to pay if a court
determines that our product candidates or technologies infringe a competitors patent
or other proprietary rights;
 
    
    a court prohibiting us from selling or licensing our technologies or future drugs
unless the third party licenses its patents or other proprietary rights to us on
commercially reasonable terms, which it is not required to do; and
 
    
    if a license is available from a third party, we may have to pay
substantial royalties or lump sum payments or grant cross licenses to our patents or
other proprietary rights to obtain that license.
       44




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If we breach any of the agreements under which we license rights to our product candidates or
technology from third parties, we could lose license rights that are important to our business.
Certain of our license agreements may not provide an adequate remedy for their breach by the
licensor.
   We may be subject to damages resulting from claims that we, or our employees or consultants, have
wrongfully used or disclosed alleged trade secrets of third parties.
  Risks Related to our Common Stock and Other Securities
 If we raise additional financing, the terms of such transactions may cause dilution to existing
shareholders or contain terms that are not favorable to us.
   45




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##### Table of Contents



The price for our common stock is volatile.
    Anti-takeover provisions in our shareholder rights plan, our constating documents and under
Delaware law could make a third party acquisition of the Company difficult.
  Risks Related to Our Industry
 The regulatory approval process is expensive, time consuming and uncertain and may prevent us from
obtaining approvals for the commercialization of some or all of our product candidates.
  
    
    restrictions on the products, manufacturers or manufacturing process;
 
    
    warning letters;
  46




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##### Table of Contents




    
    civil and criminal penalties;
 
    
    injunctions;
 
    
    suspension or withdrawal of regulatory approvals;
 
    
    product seizures, detentions or import bans;
 
    
    voluntary or mandatory product recalls and publicity requirements;
 
    
    total or partial suspension of production;
 
    
    imposition of restrictions on operations, including costly new manufacturing
requirements; and
 
    
    refusal to approve pending NDAs or supplements to approved NDAs.
  
    
    a drug candidate may not be deemed safe or effective;
 
    
    the FDA may not find the data from pre-clinical studies and clinical trials
sufficient;
 
    
    the FDA might not approve our third-party manufacturers processes or
facilities;
 
    
    the FDA may change its approval policies or adopt new regulations; or
 
    
    third party products may enter the market and change approval requirements.
 Even if we obtain regulatory approvals for our product candidates, the terms of approvals and
ongoing regulation of our product candidates may limit how we manufacture and market our product
candidates, which could materially impair our ability to generate revenue.
  
    
    restrictions on the products, manufacturers or manufacturing process;
 
    
    warning letters;
 
    
    civil or criminal penalties or fines;
 
    
    injunctions;
 
    
    product seizures, detentions or import bans;
 
    
    voluntary or mandatory product recalls and publicity requirements;
 
    
    suspension or withdrawal of regulatory approvals;
 
    
    total or partial suspension of production; imposition of restrictions on
operations, including costly new manufacturing requirements; and
 
    
    refusal to approve pending NDAs or supplements to approved NDAs.
  47




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There is a high risk that our drug development activities will not result in commercial products.
  If government and third-party payors fail to provide coverage and adequate reimbursement rates for
our product candidates, our revenues and potential for profitability will be reduced.
    48




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##### Table of Contents



Failure to obtain regulatory approval outside the United States would prevent us or Teva from
marketing our product candidates abroad.
  We are at risk of securities class action litigation.
   49




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Item 6.
    
    Exhibits
 
 SIGNATURES
  ONCOGENEX PHARMACEUTICALS, INC.Date: August 5, 2010
    By:
    /s/ Cameron LawrenceCameron LawrencePrincipal Financial Officer
(Principal Financial and Accounting Officer)  50




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##### Table of Contents



ExhibitNumber
    
    Description2.1
    
    
    Arrangement Agreement between the Company and OncoGenex
Technologies Inc. dated May 27, 2008 (Incorporated by
reference to the Companys proxy statement on Schedule 14A
filed on July 3, 2008.)2.2
    
    
    First Amendment to Arrangement Agreement between the
Company and OncoGenex Technologies Inc. dated August 11,
2008 (Incorporated by reference to the Companys quarterly
report on Form 10-Q for the quarter ended September 30,
2008.)2.3
    
    
    Second Amendment to Arrangement Agreement between the
Company and OncoGenex Technologies Inc. dated August 15,
2008 (Incorporated by reference to the Companys quarterly
report on Form 10-Q for the quarter ended September 30,
2008.)3.1
    
    
    Amended and Restated Certificate of Incorporation (As
Amended Through October 17, 1995) (Incorporated by
reference to the Companys Registration Statement on Form
S-1, Reg. No. 33-96112.)3.2
    
    
    Certificate of Amendment to Certificate of Incorporation
filed on May 6, 1999 (Incorporated by reference to
Companys quarterly report on Form 10-Q for the quarter
ended March 31, 1999.)3.3
    
    
    Certificate of Correction filed on March 9, 2009 to
Certificate of Amendment filed on May 6, 1999
(Incorporated by reference to the Companys current report
on Form 8-K filed on March 11, 2009.)3.4
    
    
    Certificate of Amendment to Certificate of Incorporation
filed on May 7, 2004 (Incorporated by reference to the
Companys annual report on Form 10-K for the year ended
December 31, 2008.)3.5
    
    
    Certificate of Correction filed on March 9, 2009 to
Certificate of Amendment filed on May 7, 2004
(Incorporated by reference to the Companys current report
on Form 8-K filed on March 11, 2009.)3.6
    
    
    Certificate of Amendment to Certificate of Incorporation
of Sonus Pharmaceuticals Inc., effective August 20, 2008
(Incorporated by reference to the Companys quarterly
report on Form 10-Q for the quarter ended September 30,
2008.)3.7
    
    

Certificate
of Amendment to Certificate of Incorporation filed on June 8,
2010 (Incorporated by reference to the Companys current report
on Form 8-K filed on June 14, 2010.)3.8
    
    

Fourth Amended and Restated Bylaws of Oncogenex
Pharmaceuticals, Inc. (Incorporated by reference to the
Companys current report on Form 8-K filed on June 14,
2010.)4.1
    
    
    Specimen Certificate of Common Stock (Incorporated by
reference to the Companys quarterly report on Form 10-Q
for the quarter ended September 30, 2008.)4.2
    
    
    Amended and Restated Rights Agreement dated as of July 24,
2002 between Sonus Pharmaceuticals Inc. and U.S. Stock
Transfer Corporation (Incorporated by reference to the
Companys amended Form 8-A filed on July 25, 2002.)4.3
    
    
    First Amendment to Amended and Restated Rights Agreement
dated as of October 17, 2005 between Sonus Pharmaceuticals
Inc. and U.S. Stock Transfer Corporation (Incorporated by
reference to the Companys amended Form 8-A filed on
October 18, 2005.)




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##### Table of Contents



ExhibitNumber
    
    Description4.4
    
    
    Second Amendment to Amended and Restated Rights Agreement
dated as of August 10, 2006 between Sonus Pharmaceuticals
Inc. and U.S. Stock Transfer Corporation (Incorporated by
reference to the Companys amended Form 8-A filed on
August 14, 2006.)4.5
    
    
    Third Amendment to Amended and Restated Rights Agreement
dated May 27, 2008 between Sonus Pharmaceuticals Inc. and
Computershare Trust Company, N.A. (Incorporated by
reference to the Companys current report on Form 8-K
filed on May 30, 2008.)4.6
    
    
    Form of Escrow Agreement between the Company,
Computershare Trust Company of Canada and former
shareholders and debentureholders of OncoGenex
Technologies Inc. (Incorporated by reference to the
Companys proxy statement on Schedule 14A filed on July 3,
2008.)4.7
    
    
    Form of OncoGenex Voting Agreement (Incorporated by
reference to the Companys proxy statement on Schedule 14A
filed on July 3, 2008.)4.8
    
    
    Form of Sonus Voting Agreement (Incorporated by reference
to the Companys proxy statement on Schedule 14A filed on
July 3, 2008.)10.1
    
    
    Sonus Pharmaceuticals, Inc. Incentive Stock Option,
Nonqualified Stock Option and Restricted Stock Purchase
Plan  1991 (the 1991 Plan), as amended (Incorporated by
reference to the Companys Registration Statement on Form
S-1, Reg. No. 33-96112.)10.2
    
    
    Form of Incentive Option Agreement (pertaining to the 1991
Plan) (Incorporated by reference to the Companys
Registration Statement on Form S-1, Reg. No. 33-96112.)10.3
    
    
    Form of Sonus Pharmaceuticals, Inc. Nonqualified Stock
Option Agreement under the 1991 Plan (Incorporated by
reference to the Companys Registration Statement on Form
S-1, Reg. No. 33-96112.)10.4
    
    
    Sonus Pharmaceuticals, Inc. 1999 Nonqualified Stock
Incentive Plan (the 1999 Plan) (Incorporated by
reference to Companys quarterly report on Form 10-Q for
the quarter ended March 31, 1999.)10.5
    
    
    Form of Sonus Pharmaceuticals, Inc. Nonqualified Stock
Option Agreement under the 1999 Plan (Incorporated by
reference to Companys quarterly report on Form 10-Q for
the quarter ended March 31, 1999.)10.6
    
    
    Form of Sonus Pharmaceuticals, Inc. Restricted Stock
Purchase Agreement under the 1999 Plan (Incorporated by
reference to Companys quarterly report on Form 10-Q for
the quarter ended March 31, 1999.)10.7
    
    
    Sonus Pharmaceuticals, Inc. 2000 Stock Incentive Plan (the
2000 Plan) (Incorporated by reference to the Companys
quarterly report on Form 10-Q for the quarter ended
June 30, 2000.)10.8
    
    
    First Amendment to Sonus Pharmaceuticals, Inc. 2000 Plan
(Incorporated by reference to the Companys quarterly
report on Form 10-Q for the quarter ended September 30,
2006.)




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##### Table of Contents



ExhibitNumber
    
    Description10.9
    
    
    Form of Sonus Pharmaceuticals, Inc. Stock Option Agreement
(pertaining to the 2000 Plan) (Incorporated by reference
to the Companys quarterly report on Form 10-Q for the
quarter ended June 30, 2000.)10.10
    
    
    Sonus Pharmaceuticals, Inc. 2007 Performance Incentive
Plan (the 2007 Plan) (Incorporated by reference to the
Companys proxy statement on Schedule 14A filed on
April 3, 2007.)10.11
    
    
    Form of Sonus Pharmaceuticals, Inc. Stock Option Agreement
(pertaining to the 2007 Plan) (Incorporated by reference
to the Companys quarterly report on Form 10-Q for the
quarter ended September 30, 2007.)10.12
    
    
    Form of Sonus Pharmaceuticals, Inc. Restricted Stock
Purchase Agreement under the 2007 Plan (Incorporated by
reference to the Companys quarterly report on Form 10-Q
for the quarter ended September 30, 2007.)10.13
    
    

OncoGenex
Pharmaceuticals, Inc. 2010 Performance Inactive Plan (2010
Plan) (Incorporated by reference to the Companys proxy
statement on Schedule 14A filed on
April 19, 2010.)10.14
    
    

Form
of OncoGenex Pharmaceuticals, Inc. 2010 Stock Option Agreement under
the 2010 Plan (Incorporated by reference to the Companys
current report on Form 8-K filed on June 14, 2010.)10.15
    
    

Form
of OncoGenex Pharmaceuticals, Inc. 2010 Restricted Stock Purchase Agreement under
the 2010 Plan (Incorporated by reference to the Companys
current report on Form 8-K filed on June 14, 2010.)10.16
    
    
    OncoGenex Technologies Inc. Amended and Restated Stock
Option Plan (Incorporated by reference to the OncoGenex
Technologies Inc. registration statement on Form F-1 filed
on December 13, 2006.)10.17
    
    
    Stock Option Assumption, Amending and Confirmation
Agreement dated as of August 21, 2008 between the Company
and OncoGenex Technologies Inc. (Incorporated by reference
to the Companys registration statement on Form S-8 filed
on August 26, 2008.)10.18
    
    
    OncoGenex Pharmaceuticals, Inc. Short Term Incentive
Awards Program (Incorporated by reference to the Companys
current report on Form 8-K filed on June 14, 2010.)10.19
    
    
    Agreement and Consent Form (related to the Short Term
Incentive Awards Program) (Incorporated by reference to
the Companys current report on Form 8-K filed on April 2,
2009.)10.20
    
    
    Form of Indemnification Agreement for Officers and
Directors of the Company (Incorporated by reference to the
Companys Registration Statement on Form S-1, Reg.
No. 33-96112.)10.21
    
    
    Form of Indemnification Agreement between OncoGenex
Technologies Inc. and each of Scott Cormack and Cindy Jacobs (Incorporated by reference to
the OncoGenex Technologies Inc. registration statement on
Form F-1 filed on December 13, 2006.)10.22
    
    
    Form of Indemnification Agreement between OncoGenex
Technologies Inc. and Neil Clendeninn (Incorporated by
reference to the OncoGenex Technologies Inc. registration
statement on Form F-1 filed on December 13, 2006.)10.23
    
    
    Executive Termination Agreement and General Release dated
August 21, 2008 between the Company and Michael Martino
(Incorporated by reference to the Companys quarterly
report on Form 10-Q for the quarter ended September 30,
2008.)




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##### Table of Contents



ExhibitNumber
    
    Description10.24
    
    
    Executive Termination Agreement and General Release dated
August 21, 2008 between the Company and Alan Fuhrman
(Incorporated by reference to the Companys quarterly
report on Form 10-Q for the quarter ended September 30,
2008.)10.25
    
    
    Employment Agreement between OncoGenex Technologies Inc.
and the Company and Scott Cormack dated as of November 4,
2009 (Incorporated by reference to the Companys quarterly
report on Form 10-Q for the quarter ended September 30,
2009.)10.26
    
    
    Employment Agreement between OncoGenex Technologies Inc.
and the Company and Stephen Anderson dated as of
November 4, 2009 (Incorporated by reference to the
Companys quarterly report on Form 10-Q for the quarter
ended September 30, 2009.)10.27
    
    
    Amendment dated February 24, 2010 to the Employment
Agreement between OncoGenex Technologies Inc. and Stephen
Anderson (Incorporated by reference to the Companys
current report on Form 8-K filed February 25, 2010.)10.28
    
    
    Employment Agreement between the Company and Cindy Jacobs
dated as of November 3, 2009 (Incorporated by reference to
the Companys quarterly report on Form 10-Q for the
quarter ended September 30, 2009.)10.29
    
    
    Employment Agreement dated October 14, 2008 between
OncoGenex Technologies Inc. and Cameron Lawrence
(Incorporated by reference to the Companys current report
on Form 8-K filed March 1, 2010.)10.30
    
    
    Employment Amending Agreement dated January 1, 2009
between OncoGenex Technologies Inc. and Cameron Lawrence
(Incorporated by reference to the Companys current report
on Form 8-K filed March 1, 2010.)10.31
    
    
    Securities Purchase Agreement dated as of August 15, 2005
by and among Sonus Pharmaceuticals Inc. and the investors
named therein (Incorporated by reference to the Companys
current report on Form 8-K filed on August 18, 2005.)10.32
    
    
    Form of Purchase Warrant related to the Securities
Purchase Agreement (Incorporated by reference to the
Companys current report on Form 8-K filed on August 18,
2005.)10.33
    
    
    Form of Purchase Warrant issued to Schering AG
(Incorporated by reference to the Schedule 13D filed by
Schering Berlin Venture Corporation on October 31, 2005.)10.34
    
    
    Registration Rights Agreement dated as of August 15, 2005
by and among Sonus Pharmaceuticals Inc. and the investors
named therein (Incorporated by reference to the Companys
current report on Form 8-K filed on August 18, 2005.)10.35
    
    
    Lease by and between BMR-217th Place LLC and
the Company dated as of November 21, 2006 (Incorporated by
reference to the Companys annual report on Form 10-K for
the year ended December 31, 2006.)10.36
    
    
    First Amendment to Lease by and between
BMR-217th Place LLC and the Company dated as of
August 17, 2007 (Incorporated by reference to the
Companys annual report on Form 10-K for the year ended
December 31, 2007.)10.37
    
    
    Second Amendment to Lease by and between
BMR-217th Place LLC and the Company dated as of
January 28, 2008 (Incorporated by reference to the
Companys quarterly report on Form 10-Q for the quarter
ended March 31, 2008.)




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##### Table of Contents



ExhibitNumber
    
    Description10.38
    
    
    Amended and Restated License Agreement effective as of
July 2, 2008 by and between OncoGenex Technologies Inc.
and Isis Pharmaceuticals, Inc. (OGX-011)* (Incorporated by
reference to the Companys annual report on Form 10-K for
the year ended December 31, 2008.)10.39
    
    
    Letter Agreement Regarding Certain Sublicense
Consideration for OGX-011 between OncoGenex Technologies
Inc. and Isis Pharmaceuticals, Inc. dated December 18,
2009 (Incorporated by reference to the Companys annual
report on Form 10-K for the year ended December 31, 2009.)10.40
    
    
    Amendment No. 1 to Amended and Restated License Agreement
between OncoGenex Technologies Inc. and Isis
Pharmaceuticals, Inc. dated December 19, 2009 (OGX-011)*
(Incorporated by reference to the Companys annual report
on Form 10-K for the year ended December 31, 2009.)10.41
    
    
    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)* (Incorporated by reference to
the OncoGenex Technologies Inc. registration statement on
Form F-1, Amendment No. 1, filed on January 29, 2007.)10.42
    
    
    Second Amending Agreement and Consent as of August 7, 2008
between the University of British Columbia and OncoGenex
Technologies Inc. (OGX-011) (Incorporated by reference to
the Companys quarterly report on Form 10-Q for the
quarter ended September 30, 2008.)10.43
    
    
    Third Amending Agreement to the License Agreement between
OncoGenex Technologies Inc and the University of British
Columbia dated as of December 20, 2009 (OGX-011)*
(Incorporated by reference to the Companys annual report
on Form 10-K for the year ended December 31, 2009.)10.44
    
    
    Collaboration and License Agreement between OncoGenex
Technologies Inc. and Isis Pharmaceuticals, Inc. effective
as of January 5, 2005 (OGX-427)* (Incorporated by
reference to the OncoGenex Technologies Inc. registration
statement on Form F-1, Amendment No. 1, filed on
January 29, 2007.)10.45
    
    
    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)* (Incorporated by reference to
the OncoGenex Technologies Inc. registration statement on
Form F-1, Amendment No. 1, filed on January 29, 2007.)10.46
    
    
    Second Amending Agreement as of August 7, 2008 between the
University of British Columbia and OncoGenex Technologies
Inc. (OGX-427) (Incorporated by reference to the Companys
quarterly report on Form 10-Q for the quarter ended
September 30, 2008.)10.47
    
    
    Collaboration and License Agreement between OncoGenex
Technologies Inc. and Teva Pharmaceutical Industries Ltd.
dated as of December 20, 2009 (OGX-011)* (Incorporated by
reference to the Companys annual report on Form 10-K for
the year ended December 31, 2009.)




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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
 
    
    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.