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, 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
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
  Class
    
    Outstanding at May 1, 2010Common Stock, $0.001 par value
    
    6,375,461




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OncoGenex Pharmaceuticals, Inc.
Index to Form 10-Q
  Page
NumberPart I. Financial InformationItem 1.  Financial Statements (unaudited)
    
    
    3Consolidated Balance Sheets as of March 31, 2010 (unaudited) and December 31, 2009
    
    
    3Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2010 and March 31, 2009
    
    
    4Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2010 and March 31, 2009
    
    
    5Notes to Consolidated Financial Statements (unaudited)
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 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
    
    
    27
  2




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##### 



PART I. FINANCIAL INFORMATION
 
 Item 1. Consolidated Financial Statements
 OncoGenex Pharmaceuticals, Inc.
 
 Consolidated Balance Sheets
 (Unaudited)
  March 31,
    
    
    December 31,2010
    
    
    2009$
    
    
    $ASSETSCurrentCash and cash equivalents[note 4]
    
    
    45,475
    
    
    
    62,051Restricted cash
    
    
    3,502
    
    
    
    Short-term investments [note 4]
    
    
    2,111
    
    
    
    2,517Amounts receivable
    
    
    2,823
    
    
    
    3,109Prepaid expenses
    
    
    1,938
    
    
    
    722Total current assets
    
    
    55,849
    
    
    
    68,399Property and equipment, net
    
    
    80
    
    
    
    72Other assets
    
    
    509
    
    
    
    509Total assets
    
    
    56,438
    
    
    
    68,980LIABILITIES AND SHAREHOLDERS EQUITYCurrentAccounts payable and accrued liabilities
    
    
    6,824
    
    
    
    14,453Deferred Collaboration Revenue
    
    
    10,000
    
    
    
    10,000Current portion of long-term obligations [note 6]
    
    
    1,307
    
    
    
    1,328Total current liabilities
    
    
    18,131
    
    
    
    25,781Deferred Collaboration Revenue, net of current
    
    
    14,611
    
    
    
    16,528Long-term obligation, less current portion [note 6]
    
    
    3,427
    
    
    
    3,712Total liabilities
    
    
    36,169
    
    
    
    46,021Commitments and contingencies [note 7]Shareholders equity:Common shares:$0.001 par value 11,019,930 shares authorized and
6,375,461 issued and outstanding at March 31, 2010
and 6,324,033 issued and
outstanding at December 31, 2009
    
    
    6
    
    
    
    6Additional paid-in capital
    
    
    74,150
    
    
    
    73,798Accumulated deficit
    
    
    (56,529
    )
    
    
    (53,485
    )Accumulated other comprehensive income
    
    
    2,642
    
    
    
    2,640Total shareholders equity
    
    
    20,269
    
    
    
    22,959Total liabilities and shareholders equity
    
    
    56,438
    
    
    
    68,980Subsequent events [note 9]
   3




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OncoGenex Pharmaceuticals, Inc.
 
 Consolidated Statements of Operations
 (Unaudited)
  Three months EndedMarch 31,2010
    
    
    2009$
    
    
    $COLLABORATION REVENUE
    
    
    4,700
    
    
    
    EXPENSESResearch and development
    
    
    6,380
    
    
    
    1,694General and administrative
    
    
    1,350
    
    
    
    782Total expenses
    
    
    7,730
    
    
    
    2,476OTHER INCOME (EXPENSE)Interest income
    
    
    5
    
    
    
    33Other
    
    
    (19
    )
    
    
    24Total other income (expense)
    
    
    (14
    )
    
    
    57Loss for the period before income taxes
    
    
    3,044
    
    
    
    2,419Income tax expense (recovery)
    
    
    
    
    
    
    (10
    )Net loss
    
    
    3,044
    
    
    
    2,409Basic and diluted loss per common share [note 5(e)]
    
    
    0.48
    
    
    
    0.43Weighted average number of common shares
[note 5(e)]
    
    
    6,333,272
    
    
    
    5,546,167
   4




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OncoGenex Pharmaceuticals, Inc.
 
 Consolidated Statements of Cash Flows
 (Unaudited)
  Three months endedMarch 31,2010
    
    
    2009$
    
    
    $OPERATING ACTIVITIESLoss for the period
    
    
    (3,044
    )
    
    
    (2,409
    )Add items not involving cashDepreciation and amortization
    
    
    12
    
    
    
    9Stock-based compensation [note 5(c)]
    
    
    168
    
    
    
    76Changes in non-cash working capital itemsAmounts receivable
    
    
    286
    
    
    
    14Restricted cash
    
    
    (3,502
    )
    
    
    714Prepaid expenses
    
    
    (1,216
    )
    
    
    (44
    )Accounts payable and accrued liabilities
    
    
    (7,629
    )
    
    
    (1,130
    )Lease obligation
    
    
    (306
    )
    
    
    (267
    )Deferred collaboration revenue
    
    
    (1,917
    )
    
    
    Cash used in operating activities
    
    
    (17,148
    )
    
    
    (3,037
    )FINANCING ACTIVITIESProceeds from issuance of common stock under stock option and
employee purchase plans
    
    
    185
    
    
    
    23Cash provided by financing activities
    
    
    185
    
    
    
    23INVESTING ACTIVITIESProceeds from sale of investments
    
    
    400
    
    
    
    4,784Purchase of property and equipment
    
    
    (21
    )
    
    
    (13
    )Cash provided by investing activities
    
    
    379
    
    
    
    4,771Effect of exchange rate changes on cash and cash equivalents
    
    
    8
    
    
    
    18Increase (decrease) in cash and cash equivalents during the period
    
    
    (16,576
    )
    
    
    1,775Cash and cash equivalents, beginning of the period
    
    
    62,051
    
    
    
    7,618Cash and cash equivalents, end of the period
    
    
    45,475
    
    
    
    9,393Supplemental cash flow informationProperty and equipment acquired under lease obligation
    
    
    
    
    
    
    16
   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
   6




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Recent Accounting Pronouncements
 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, expected to initiate 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
 U.S. Agency Securities
  8




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##### 



Corporate and Other Debt
 Corporate Bonds and Commercial Paper
  (in thousands)
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalMarketable SecuritiesMoney market securities
    
    $
    11,524
    
    
    $
    
    
    
    $
    
    
    
    $
    11,524U.S. government securities
    
    
    6,008
    
    
    
    
    
    
    
    
    
    
    
    6,008U.S. agency securities
    
    
    300
    
    
    
    2,102
    
    
    
    
    
    
    
    2,402Corporate bonds and
commercial paper
    
    
    
    
    
    
    5,699
    
    
    
    
    
    
    
    5,699$
    17,832
    
    
    $
    7,801
    
    
    $
    
    
    
    $
    25,633
  Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    Estimated(in thousands)
    
    Cost
    
    
    Gain
    
    
    Loss
    
    
    Fair Value2009Money market
securities
    
    $
    11,524
    
    
    $
    
    
    
    $
    
    
    
    $
    11,524U.S. government
securities
    
    
    6,007
    
    
    
    1
    
    
    
    
    
    
    
    6,008U.S. agency
securities
    
    
    2,401
    
    
    
    1
    
    
    
    
    
    
    
    2,402Corporate bonds and
commercial paper
    
    
    5,699
    
    
    
    
    
    
    
    
    
    
    
    5,699$
    25,631
    
    
    $
    2
    
    
    $
    
    
    
    $
    25,633
   9




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5. COMMON SHARES
 [a] Authorized
  [b] Issued and Outstanding Shares
  [c] Stock options
 Stock Option Summary
   Numberof
    
    
    WeightedOptioned
    
    
    AverageCommon
    
    
    ExerciseShares
    
    
    Price#
    
    
    $Balance, December 31, 2009
    
    
    802,871
    
    
    
    6.95Option grants
    
    
    9,446
    
    
    
    21.05Option expirations
    
    
    (7,094
    )
    
    
    108.00Option exercises
    
    
    (51,428
    )
    
    
    3.60Option forfeitures
    
    
    (26,563
    )
    
    
    7.35Balance, March 31, 2010
    
    
    727,232
    
    
    
    6.37
   10




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Risk-free interest rates
    
    
    2.44
    %Expected dividend yield
    
    
    0
    %Expected life
    

    5 yearsExpected volatility
    
    
    73
    %
   Three Months EndedMarch 31,(In thousands)
    
    2010
    
    
    2009$
    
    
    $Research and development
    
    
    69
    
    
    
    22General and administrative
    
    
    99
    
    
    
    54Total share-based compensation
    
    
    168
    
    
    
    76
  [d] Stock Warrants
  [e] Loss per Common Share
 Three Months EndedMarch 31,(In thousands except shares and per share amounts)
    
    2010
    
    
    2009NumeratorLoss attributable to common shareholders as reported
    
    $
    3,044
    
    
    
    2,409DenominatorWeighted average number of common shares outstanding
    
    
    6,333,272
    
    
    
    5,546,167Basic and diluted loss per common share
    
    $
    0.48
    
    
    
    0.43
  11




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6. SEVERANCE CHARGES AND OTHER RESTRUCTURING ACTIVITIES
   Remaining
    
    
    
    
    
    
    Amortization
    
    
    RemainingLiability at
    
    
    Payments
    
    
    of excess
    
    
    Liability(In thousands)
    
    December 31, 2009
    
    
    made
    
    
    lease facility
    
    
    at March 31, 2010Current portion
of excess lease
facility
    
    $
    1,297
    
    
    $
    
    
    
    $
    23
    
    
    $
    1,274Long-term
portion of
excess lease
facility
    
    $
    3,348
    
    
    $
    
    
    
    $
    314
    
    
    $
    3,034
 7. COMMITMENTS AND CONTINGENCIES
 Teva Pharmaceutical Industries Ltd.
   12




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Isis Pharmaceuticals Inc. and University of British Columbia
        13




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Bayer HealthCare LLC
   Lease Arrangements
   2010
    
    $
    1402011
    
    
    47Total
    
    $
    187
   2010
    
    $
    1,4972011
    
    
    2,0552012
    
    
    2,1172013
    
    
    2,1802014
    
    
    2,245remainder
    
    
    7,150Total
    
    $
    17,244
  14




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Guarantees and Indemnifications
   
 8. COMPREHENSIVE INCOME (LOSS)
 Three Months EndedMarch 31,2010
    
    
    2009$
    
    
    $(In thousands)Loss for the period
    
    
    3,044
    
    
    
    2,409Unrealized loss on cash equivalents and marketable securities
    
    
    (2
    )
    
    
    1Comprehensive loss
    
    
    3,042
    
    
    
    2,410
 9. SUBSEQUENT EVENTS
   15




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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 previous clinical trial results 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;
    
    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 or
acquisition activities;
 
    
    our future dependence on Teva to market and promote OGX-011 and to provide us with accurate
financial data;
  16




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
    
    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;
 
    
    our dependence on key employees;
    
    proper management of our operations will be critical to the success of the Company;
    
    the potential for product liability issues and related litigation;
    
    the potential for claims arising from the use of hazardous materials in our business;
    
    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
    
    capital resources we currently have, our capital requirements and
possible sources of additional funding for future capital
requirements.
 Overview of the Company
   17




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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, expected to initiate 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.
    18




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
    
    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,
 
    
    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 that will be initiated in 2010 will evaluate the
durable pain palliation benefit of OGX-011 in patients treated with second-line
chemotherapy.
  Product Candidate OGX-427
     19




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Product Candidates OGX-225, SN2310 and CSP-9222
   20




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##### 



Collaboration Revenue
  Research and Development Expenses
   
   21




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##### 



General and Administrative Expenses
  Restructuring Activities
   Results of Operations
 Three Months Ended March 31, 2010 Compared to the Three Months Ended March 31, 2009
   22




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##### 



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
  
    
    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 we expect to initiate 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 3 clinical trial evaluating OGX-427
treatment in patients with prostate cancer; and
 
    
    meeting working capital needs, capital expenditures and general corporate purposes.
    24




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
    
    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
  Material Changes in Financial Condition
 March 31,
    
    
    December 31,(In thousands)
    
    2010
    
    
    2009$
    
    
    $Total assets
    
    
    56,438
    
    
    
    68,980Total liabilities
    
    
    36,169
    
    
    
    46,021Shareholders equity
    
    
    20,269
    
    
    
    22,959
   25




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##### 



Critical Accounting Policies and Estimates
  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
 
 SIGNATURES
  ONCOGENEX PHARMACEUTICALS, INC.Date:   May 6, 2010
    By:
    /s/ Cameron LawrenceCameron LawrencePrincipal Financial Officer
(Principal Financial and Accounting Officer)  27




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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
    
    
    Third Amended and Restated Bylaws of Oncogenex
Pharmaceuticals, Inc. (Incorporated by reference to the
Companys current report on Form 8-K filed on October 30,
2008.)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.)
  28




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##### 



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.)
  29




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##### 



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 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.)10.14
    
    
    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.)10.15
    
    
    OncoGenex Pharmaceuticals, Inc. Short Term Incentive
Awards Program (Incorporated by reference to the Companys
current report on Form 8-K filed on April 2, 2009.)10.16
    
    
    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.)10.17
    
    
    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.)10.18
    
    
    Form of Indemnification Agreement between OncoGenex
Technologies Inc. and each of Scott Cormack, Stephen
Anderson and Cindy Jacobs (Incorporated by reference to
the OncoGenex Technologies Inc. registration statement on
Form F-1 filed on December 13, 2006.)10.19
    
    
    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.)10.20
    
    
    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.)
  30




---



##### 



ExhibitNumber
    
    Description10.21
    
    
    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.)10.22
    
    
    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.)10.23
    
    
    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.)10.24
    
    
    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.)10.25
    
    
    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.)10.26
    
    
    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.)10.27
    
    
    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.)10.28
    
    
    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.)10.29
    
    
    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.)10.30
    
    
    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.)10.31
    
    
    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.)10.32
    
    
    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.)10.33
    
    
    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.)10.34
    
    
    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.)
  31




---



##### 



ExhibitNumber
    
    Description10.35
    
    
    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.)10.36
    
    
    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.)10.37
    
    
    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.)10.38
    
    
    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.)10.39
    
    
    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.)10.40
    
    
    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.)10.41
    
    
    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.)10.42
    
    
    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.)10.43
    
    
    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.)10.44
    
    
    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.)
  32




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##### 



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.  33