##### Table of Contents



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 SEPTEMBER 30, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM  TO .
 Commission file number 033-80623
 OncoGenex Pharmaceuticals, Inc.
  Delaware
    
    95-4343413(State or Other Jurisdiction of
    
    (I.R.S. Employer Identification Number)Incorporation or Organization)
 1522 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 o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 Yes o No þ
  Class
    
    Outstanding at November 1, 2009Common Stock, $0.001 par value
    
    6,034,959




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##### 



OncoGenex Pharmaceuticals, Inc.
Index to Form 10-Q
 PageNumberPart I. Financial InformationItem 1. Consolidated Financial Statements (unaudited)
    
    
    3Consolidated Balance Sheets (unaudited) as of September 30, 2009 and December 31, 2008
    
    
    3Consolidated Statements of Operations (unaudited) for the three and nine months ended
September 30, 2009 and September 30, 2008, and the period from May 26, 2000
(inception) to September 30, 2009
    
    
    4Consolidated Statements of Cash Flows (unaudited) for the three and nine months ended
September 30, 2009 and September 30, 2008, and the period from May 26, 2000
(inception) to September 30, 2009
    
    
    5Notes to Consolidated Financial Statements (unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    22Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    32Item 4. Controls and Procedures
    
    
    32Part II. Other InformationItem 1A. Risk Factors
    
    
    33Item 5.
Other Information
    
    
    33Item 6. Exhibits
    
    
    38Items 1, 2,
3, and 4 are not applicable and therefore have been omitted.Signatures
    
    
    42Exhibit 10.25Exhibit 10.26Exhibit 10.27Exhibit 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)
 
 September 30,
    
    
    December 31,2009
    
    
    2008$
    
    
    $Note 1ASSETSCurrentCash and cash equivalents
    
    
    10,053
    
    
    
    7,618Short-term investments [Note 4]
    
    
    2,420
    
    
    
    4,801Amounts receivable
    
    
    31
    
    
    
    153Investment tax credit recoverable
    
    
    
    
    
    
    1,090Prepaid expenses
    
    
    753
    
    
    
    587Other current assets
    
    
    734
    
    
    
    Total current assets
    
    
    13,991
    
    
    
    14,249Property and equipment, net
    
    
    84
    
    
    
    44Other assets
    
    
    509
    
    
    
    497Total assets
    
    
    14,584
    
    
    
    14,790LIABILITIES AND SHAREHOLDERS EQUITYCurrentAccounts payable and accrued liabilities
    
    
    1,851
    
    
    
    2,252Current portion of long-term obligations [Note 6]
    
    
    457
    
    
    
    632Total current liabilities
    
    
    2,308
    
    
    
    2,884Long-term obligation, less current portion [Note 6]
    
    
    1,268
    
    
    
    1,199Total liabilities
    
    
    3,576
    
    
    
    4,083Commitments and contingencies [Note 8]Common Shares:$0.001 par value 11,019,930 shares authorized and 6,034,959 issued and
outstanding at September 30, 2009 and 5,544,114 issued and outstanding at December 31, 2008
    
    
    6
    
    
    
    6Additional paid-in capital
    
    
    65,727
    
    
    
    56,070Deficit accumulated during the development stage
    
    
    (57,367
    )
    
    
    (48,009
    )Accumulated other comprehensive income
    
    
    2,642
    
    
    
    2,640Total shareholders equity
    
    
    11,008
    
    
    
    10,707Total liabilities and shareholders equity
    
    
    14,584
    
    
    
    14,790
 [Note 11]
   3




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OncoGenex Pharmaceuticals, Inc.
 
 Consolidated Statements of Operations
 (Unaudited)
  Period from26-May-00Three months
    
    
    Nine months
    
    
    (inception)Ended September 30,
    
    
    Ended September 30,
    
    
    to September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $
    
    
    $
    
    
    $EXPENSESResearch and development
    
    
    1,513
    
    
    
    1,639
    
    
    
    6,795
    
    
    
    3,621
    
    
    
    35,403General and administrative
    
    
    885
    
    
    
    1,024
    
    
    
    2,670
    
    
    
    2,243
    
    
    
    16,092Total expenses
    
    
    2,398
    
    
    
    2,663
    
    
    
    9,465
    
    
    
    5,864
    
    
    
    51,495OTHER INCOME (EXPENSE)Interest income
    
    
    5
    
    
    
    51
    
    
    
    41
    
    
    
    142
    
    
    
    1,453Other
    
    
    24
    
    
    
    246
    
    
    
    79
    
    
    
    (54
    )
    
    
    (504
    )Total other income (expense)
    
    
    29
    
    
    
    297
    
    
    
    120
    
    
    
    88
    
    
    
    949Loss for the period before taxes and extraordinary gain
    
    
    2,369
    
    
    
    2,366
    
    
    
    9,345
    
    
    
    5,776
    
    
    
    50,546Income tax expense (recovery)
    
    
    16
    
    
    
    (2,515
    )
    
    
    12
    
    
    
    (2,100
    )
    
    
    120Loss (income) before extraordinary gain
    
    
    2,385
    
    
    
    (149
    )
    
    
    9,357
    
    
    
    3,676
    
    
    
    50,666Extraordinary gain [Note 2]
    
    
    
    
    
    
    4,428
    
    
    
    
    
    
    
    4,428
    
    
    
    4,428Net loss (income)
    
    
    2,385
    
    
    
    (4,577
    )
    
    
    9,357
    
    
    
    (752
    )
    
    
    46,238Redeemable convertible preferred share accretion
    
    
    
    
    
    
    417
    
    
    
    
    
    
    
    1,973
    
    
    
    11,129Loss (income) attributable to common shareholders
    
    
    2,385
    
    
    
    (4,160
    )
    
    
    9,357
    
    
    
    1,221
    
    
    
    57,367Basic and diluted loss (income) per common share
[Note 5[e]]
    
    
    0.40
    
    
    
    (2.02
    )
    
    
    1.65
    
    
    
    1.59Weighted average number of common shares [Note 5[e]]
    
    
    5,906,059
    
    
    
    2,056,876
    
    
    
    5,671,158
    
    
    
    769,843
   4




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OncoGenex Pharmaceuticals, Inc.
 
 Consolidated Statements of Cash Flows
 (Unaudited)
  Period from26-May-00Nine months ended
    
    
    (inception) toSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $OPERATING ACTIVITIESLoss for the period
    
    
    (9,357
    )
    
    
    752
    
    
    
    (46,238
    )Add items not involving cashExtraordinary gain
    
    
    
    
    
    
    (4,428
    )
    
    
    (4,428
    )Depreciation and amortization
    
    
    38
    
    
    
    49
    
    
    
    465Stock-based collaboration expense
    
    
    
    
    
    
    
    
    
    
    1,758Stock-based compensation [Note 5[c]]
    
    
    290
    
    
    
    144
    
    
    
    1,025Accrued interest on convertible debenture
    
    
    
    
    
    
    319
    
    
    
    505Changes in non-cash working capital itemsAmounts receivable
    
    
    122
    
    
    
    197
    
    
    
    249Investment tax credit recoverable
    
    
    1,090
    
    
    
    521
    
    
    
    Prepaid expenses
    
    
    (166
    )
    
    
    75
    
    
    
    (461
    )Other assets
    
    
    (746
    )
    
    
    (734
    )
    
    
    (875
    )Accounts payable and accrued liabilities
    
    
    (401
    )
    
    
    (1,797
    )
    
    
    (1,599
    )Lease obligation
    
    
    (106
    )
    
    
    (17
    )
    
    
    (359
    )Taxes payable on preferred shares
    
    
    
    
    
    
    (2,487
    )
    
    
    Cash used in operating activities
    
    
    (9,236
    )
    
    
    (7,406
    )
    
    
    (49,958
    )FINANCING ACTIVITIESCash paid on fractional shares eliminated on reverse share split
    
    
    
    
    
    
    (3
    )
    
    
    (3
    )Proceeds from issuance of common stock under stock option and employee purchase plans
    
    
    67
    
    
    
    6
    
    
    
    191Issuance of preferred shares, net of share issue costs
    
    
    
    
    
    
    
    
    
    
    26,719Issuance of common shares, net of share issue costs
    
    
    9,303
    
    
    
    
    
    
    
    9,449Issuance of convertible debentures net of issue costs
    
    
    
    
    
    
    
    
    
    
    4,442Cash provided by financing activities
    
    
    9,370
    
    
    
    3
    
    
    
    40,798
  5




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Period from26-May-00Nine months ended
    
    
    (inception) toSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $INVESTING ACTIVITIESPurchase of investments
    
    
    (3,933
    )
    
    
    (4,343
    )
    
    
    (92,953
    )Proceeds from sale of investments
    
    
    6,280
    
    
    
    8,473
    
    
    
    107,864Purchase of property and equipment
    
    
    (15
    )
    
    
    (4
    )
    
    
    (406
    )Cash received on reverse takeover of Sonus
    
    
    
    
    
    
    5,464
    
    
    
    5,464Transaction fees on reverse takeover of Sonus
    
    
    
    
    
    
    (807
    )
    
    
    (807
    )Cash provided by investing activities
    
    
    2,332
    
    
    
    8,783
    
    
    
    19,162Effect of exchange rate changes on cash and cash equivalents
    
    
    (31
    )
    
    
    42
    
    
    
    51Increase (decrease) in cash and cash equivalents during the period
    
    
    2,435
    
    
    
    1,422
    
    
    
    10,053Cash and cash equivalents, beginning of the period
    
    
    7,618
    
    
    
    4,626
    
    
    
    Cash and cash equivalents, end of the period
    
    
    10,053
    
    
    
    6,048
    
    
    
    10,053Supplemental cash flow informationProperty and equipment acquired under lease obligation
    
    
    65
    
    
    
    
    
    
    
    65
   6




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OncoGenex Pharmaceuticals, Inc.
 
 Notes to Consolidated Financial Statements
 (Unaudited)
 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION
      2. REVERSE TAKEOVER
   7




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Sonus common stock
    
    $
    10,385Fair value of options and warrants assumed
    
    
    71Transaction costs of OncoGenex Technologies
    
    
    807Total purchase price
    
    $
    11,263
  Cash
    
    $
    5,464Marketable securities
    
    
    14,808Accounts receivable
    
    
    6Interest receivable
    
    
    273Other current assets
    
    
    175Furniture and equipment
    
    
    1,186Other long term assets
    
    
    497Intangible assets
    
    
    280Accounts payable
    
    
    (35
    )Accrued expenses excluding severance payable
    
    
    (652
    )Severance payable to employees as part of restructuring
    
    
    (1,322
    )Severance payable to senior executives
    
    
    (1,440
    )Excess facility loss
    
    
    (2,083
    )Negative goodwill
    
    
    (5,894
    )Total purchase price
    
    $
    11,263
  8




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Negative goodwill
    
    $
    (5,894
    )Furniture and equipment
    
    
    1,186Intangible assets
    
    
    280Excess negative goodwill
    
    $
    (4,428
    )
 Pro Forma Results of Operations
  For the ninemonths endedSeptember 30,(In thousands, except shares and loss per share)
    
    2008$Revenue
    
    $
    Net loss applicable to common shareholders
    
    $
    (21,241
    )Net loss per share-basic and diluted
    
    $
    (27.59
    )Weighted average shares
    
    
    769,843
 3. ACCOUNTING POLICIES
 Recently Adopted Accounting Policies
    9




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10




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11




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TM
 Recent Accounting Pronouncements
   12




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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.
      13




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Financial Instruments
 Government Debt Securities
 U.S. Government Securities
 U.S. Agency Securities
 Corporate and Other Debt
 Corporate Bonds and Commercial Paper
  (In thousands)
    
    Level 1
    
    
    Level 2
    
    
    Level 3Corporate debt securities
    
    $
    
    
    
    $
    
    
    
    $
    Government debt securities
    
    $
    
    
    
    $
    3,420
    
    
    $
    Corporate bonds and commercial paper
    
    $
    
    
    
    $
    2,500
    
    
    $
    $
    5,920
  Amortized
    
    
    Gross Unrealized
    
    
    Gross Unrealized
    
    
    Estimated(In thousands)
    
    Cost
    
    
    Gain
    
    
    Loss
    
    
    Fair ValueCorporate debt securities
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Government debt securities
    
    $
    3,418
    
    
    $
    2
    
    
    $
    
    
    
    $
    3,420Corporate bonds and commercial paper
    
    $
    2,500
    
    
    $
    
    
    
    $
    
    
    
    $
    2,500$
    5,918
    
    
    $
    2
    
    
    $
    
    
    
    $
    5,920
   14




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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, 2008
    
    
    723,143
    
    
    
    4.88Option grants
    
    
    41,300
    
    
    
    7.25Option cancellations
    
    
    (6,914
    )
    
    
    7.60Option exercises
    
    
    (15,845
    )
    
    
    4.08Option expirations
    
    
    (1,240
    )
    
    
    3.89Option forfeitures
    
    
    (1,000
    )
    
    
    3.00Balance, September 30, 2009
    
    
    739,444
    
    
    
    5.01
  15




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Risk-free interest rates
    
    
    1.68
    %Expected dividend yield
    
    
    0
    %Expected life
    
    4 yearsExpected volatility
    
    
    76
    %
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,(In thousands)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008$
    
    
    $
    
    
    $
    
    
    $Research and development
    
    
    22
    
    
    
    20
    
    
    
    67
    
    
    
    61General and administrative
    
    
    95
    
    
    
    15
    
    
    
    223
    
    
    
    83Total share-based compensation
    
    
    117
    
    
    
    35
    
    
    
    290
    
    
    
    144
  [d] Stock Warrants
   16




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[e] Loss per Common Share
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,(In thousands except shares and per share amounts)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008NumeratorLoss (income) attributable to common shareholders
as reported
    
    $
    2,385
    
    
    $
    (4,160
    )
    
    $
    9,357
    
    
    $
    1,221DenominatorWeighted average number of common shares outstanding
    
    
    5,906,059
    
    
    
    2,056,876
    
    
    
    5,671,158
    
    
    
    769,843Basic and diluted loss per common share
    
    $
    0.40
    
    
    $
    2.02
    
    
    $
    1.65
    
    
    $
    (1.59
    )Earnings per share associated with $4,428,000
extraordinary gain
    
    
    
    
    
    
    2.15
    
    
    
    
    
    
    
    5.75Basic and diluted income (loss) per common
share excluding
extraordinary gain
    
    $
    0.40
    
    
    $
    (0.13
    )
    
    $
    1.65
    
    
    $
    (7.34
    )
  6. SEVERANCE CHARGES AND OTHER RESTRUCTURING ACTIVITIES
 , Recognition of Liabilities in Connection with a Purchase
Business Combination
   17




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RemainingLiabilityRemaining
    
    
    
    
    
    
    Amortization
    
    
    Additional
    
    
    atLiability at
    
    
    Payments
    
    
    of excess
    
    
    Liability
    
    
    September(In thousands)
    
    31-Dec-08
    
    
    made
    
    
    lease facility
    
    
    Recorded
    
    
    30, 2009Employee severance included in accrued liabilities
    
    $
    137
    
    
    $
    134
    
    
    $
    
    
    
    $
    
    
    
    $
    3Current portion of excess lease facility
    
    $
    632
    
    
    $
    
    
    
    $
    (714
    )
    
    $
    508
    
    
    $
    426Long-term portion of excess lease facility
    
    $
    1,090
    
    
    $
    
    
    
    
    (116
    )
    
    $
    (14
    )
    
    $
    960
 7. TAXES
   (In thousands)
    
    $Balance as of December 31, 2008
    
    
    1,956Additions based on tax positions related to the current year
    
    
    149Deductions based on tax positions related to the current year
    
    
    (365
    )Balance as of September 30, 2009
    
    
    1,740
   18




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8. COMMITMENTS AND CONTINGENCIES
 Isis Pharmaceuticals Inc. and University of British Columbia
    Bayer HealthCare LLC
   Lease Arrangements
   19




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$(In thousands)2009
    
    
    442010
    
    
    1772011
    
    
    44Total
    
    
    265
   $(In thousands)2009
    
    
    4852010
    
    
    1,9952011
    
    
    2,0552012
    
    
    2,1172013
    
    
    2,180remainder
    
    
    9,395Total
    
    
    18,227
  Other Purchase Commitments
  Guarantees and Indemnifications
      20




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9. RELATED PARTY TRANSACTIONS
  10. COMPREHENSIVE INCOME (LOSS)
 Three Months Ended
    
    
    Nine months EndedSeptember 30,
    
    
    September 30,(In thousands)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008$
    
    
    $
    
    
    $
    
    
    $Loss (income) attributable to common shareholders
    
    
    2,385
    
    
    
    (4,160
    )
    
    
    9,357
    
    
    
    1,221Reclassification of unrealized gain on marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized gain (loss) on cash equivalents and marketable securities
    
    
    2
    
    
    
    (30
    )
    
    
    2
    
    
    
    (31
    )Unrealized gain (loss) on foreign exchange
    
    
    
    
    
    
    67
    
    
    
    
    
    
    
    (3
    )Comprehensive loss (income)
    
    
    2,383
    
    
    
    (4,197
    )
    
    
    9,355
    
    
    
    1,255
 11. SUBSEQUENT EVENTS
   21




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 INFORMATION REGARDING FORWARD LOOKING STATEMENTS
  
    
    timing and details of any corporate partnership agreements
with a third party in regards to our product candidates;
    
    our anticipated future capital requirements and the terms of
any capital financing agreements;
    
    progress and preliminary and future results of clinical trials;
    
    anticipated regulatory filings, requirements and future clinical trials;
    
    timing and amount of future contractual payments, product
revenue and operating expenses; and
    
    market acceptance of our products and the estimated potential size of these markets.
  
    
    future capital requirements and uncertainty of obtaining
additional funding through corporate partnerships, debt or equity
financings on terms acceptable to us;
    
    a corporate partner may change the development plan or we
may change the development plan depending on availability of
funding;
    
    dependence on the development and commercialization of our product candidates;
    
    the risk that previous clinical trial results may not be
indicative of results in future studies;
  22




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
    
    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;
    
    uncertainties regarding our future operating results, and
the risk that the 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;
    
    acceptance of our products by the medical community;
    
    our ability to build out our product candidate pipeline
through product in-licensing or acquisition activities;
    
    our dependence on key employees;
    
    the uncertainty associated with exiting or subleasing our
excess office and laboratory space;
    
    general competitive conditions within the drug development
and pharmaceutical industry;
    
    the potential inability to integrate and realize benefits from the Arrangement;
    
    the reliance on third parties who license intellectual
property rights to us to comply with the terms of such agreements
and to enforce, prosecute and defend such intellectual property
rights;
    
    the potential for product liability issues and related litigation;
    
    the potential for claims arising from the use of hazardous materials in our business;
    
    proper management of our operations will be critical to the success of the Company;
    
    the potential inability to successfully protect and enforce our intellectual property rights;
    
    the impact of current, pending or future legislation,
regulations and legal actions in the United States, Canada and
elsewhere affecting the pharmaceutical and healthcare industries;
    
    currency fluctuation in our primary markets;
    
    volatility in the value of our common stock;
    
    fluctuations in our operating results;
    
    history of operating losses and uncertainty of future financial results; and
    
    general economic conditions.
  23




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##### Table of Contents



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, our need for additional
capital and possible sources of additional funding for future
capital requirements.
 Arrangement Agreement
  Overview of the Company
    24




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##### Table of Contents



Product Candidate OGX-011
  
    
    Evaluating a survival benefit for OGX-011 in combination with first-line docetaxel
treatment in approximately 800 men with CRPC; and
    
    Evaluating a durable pain palliation benefit for OGX-011 in combination with docetaxel
as second-line chemotherapy in approximately 300 men with CRPC.
  i)
    
    The availability and receipt of additional funding from partnering, equity or
debt; andii)
    
    Any partners concurrence with this development plan.
   
    
    The median overall survival in patients with advanced metastatic prostate cancer who
were treated with OGX-011 plus docetaxel in a randomized phase 2 trial was 23.8 months
compared to 16.9 months for patients treated with docetaxel alone, indicating a 6.9 month
survival advantage in the OGX-011 arm;
    
    The unadjusted hazard ratio (HR), a measure used to compare the death rates between
treatment groups, was 0.61, representing a 39% lower rate of death for patients treated
with OGX-011; and
    
    A prospectively defined multivariate analysis indicated that the significant predictors
of overall survival were treatment arm, performance status and presence of metastases
other than in bone or lymph nodes. In the multivariate analysis, patients treated with
OGX-011 had a rate of death of 51% lower than patients treated with docetaxel alone
(HR=0.49; p=0.012). Additional exploratory analyses found that the lower rate of death was
associated with the effect of OGX-011 treatment even when varying amounts of chemotherapy
were administered (i.e. OGX-011 treatment resulted
in a lower rate of death when compared to the control arm for patients receiving 6 or less
cycles of chemotherapy as well as for patients receiving 10 cycles of chemotherapy).
  25




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##### Table of Contents



Product Candidate OGX-427
       26




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##### Table of Contents



Product Candidates OGX-225, SN2310 and CSP-9222
   Revenues
  Research and Development Expenses
      27




---



##### Table of Contents



General and Administrative Expenses
  Restructuring Activities
  Results of Operations
  Three Months Ended September 30, 2009 Compared to the Three Months Ended September 30, 2008
      28




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##### Table of Contents



Nine months Ended September 30, 2009 Compared to the Nine months Ended September 30, 2008
     Liquidity and Capital Resources
   Cash Flows
 Cash Used in Operations
   29




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##### Table of Contents



Cash Provided by Financing Activities
  Cash Used/Provided by Investing Activities
  Operating Capital and Capital Expenditure Requirements
  
    
    completing partnering discussions related to OGX-011;
    
    completing follow-up monitoring visits related to its 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;
    
    continuing critical path initiatives including manufacturing and
clinical trial readiness activities in anticipation of OGX-011 Phase 3
clinical trials; and
    
    meeting working capital needs, capital expenditures and general corporate purposes.
   30




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##### Table of Contents




    
    our ability to obtain additional funding through executing a
partnership or collaboration agreement with a third party that has
sufficient resources to fund the development of our product candidates
or the licensing or sale of certain of our product candidates, or
through private or public offerings of our equity securities or debt
financings;
    
    timing and costs of clinical trials, preclinical development and regulatory approvals;
    
    timing and cost of drug discovery and research and development;
    
    entering into new collaborative or product license agreements for
products in our pipeline; and
    
    costs related to obtaining, defending and enforcing patents.
  Off-Balance Sheet Arrangements
  Inflation
  Contingencies and Commitments
  Material Changes in Financial Condition
 September 30,
    
    
    December 31,(In thousands)
    
    2009
    
    
    2008$
    
    
    $Total assets
    
    
    14,584
    
    
    
    14,790Total liabilities
    
    
    3,576
    
    
    
    4,083Shareholders equity
    
    
    11,008
    
    
    
    10,707
   31




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##### Table of Contents



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
   32




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1A.
    
    Risk Factors
  
 Item 5. Other Information Employment Agreements The Company and OncoGenex Technologies
have entered into employment agreements with Scott Cormack, the Company’s
President and Chief Executive Officer, effective November 4, 2009 (the
“Cormack Agreement”) and Stephen Anderson, the Company’s
Chief Financial Officer, effective November 4, 2009 (the “Anderson
Agreement”). The Company has also entered into an employment agreement
with Cindy Jacobs, the Company’s Executive Vice President and Chief
Medical Officer, effective November 3, 2009 (the “Jacobs
Agreement”). The Cormack Agreement, Anderson Agreement and Jacobs
Agreement, which supersede the prior employment agreements with
Mr. Cormack, Mr. Anderson and Dr. Jacobs, respectively, are
intended to provide a general update of terms and to conform to public company
practices. Certain key terms of the Cormack Agreement, Anderson Agreement and
Jacobs Agreement are described below. Each description is qualified in its
entirety by reference to the full text of the applicable employment agreement.
Copies of the Cormack Agreement, Anderson Agreement and Jacobs Agreement are
attached hereto as Exhibits 10.25, 10.26 and 10.27, respectively, and
incorporated herein by reference. Cormack Agreement Under the Cormack Agreement, OncoGenex
Technologies is obligated to pay Mr. Cormack an annual base salary of not
less than Cdn.$345,000. Mr. Cormack is also eligible to receive a
discretionary annual incentive bonus constituting up to 40% of
Mr. Cormack’s base salary. Such percentage may be modified by the
board of directors or compensation committee of the Company from time to time. The Cormack Agreement provides
Mr. Cormack with termination benefits in the event Mr. Cormack is
terminated without “cause” or for “disability” (each as
defined in the Cormack Agreement), or if Mr. Cormack resigns for
“good reason”, which is defined in the Cormack Agreement to mean
any of the following without Mr. Cormack’s prior written consent:
(i) the relocation of Mr. Cormack’s primary work location by more
than 40 miles from the current location of OncoGenex Technologies’
Canadian office in Vancouver, British Columbia; (ii) a material reduction
of Mr. Cormack’s base salary or employee benefits; (iii) any
material reduction or diminution of Mr. Cormack’s authority or
responsibilities; (iv) a fundamental breach of the Cormack Agreement; or
(v) the failure of any successor of the Company to expressly in writing
assume OncoGenex Technologies’ and the Company’s obligations under
the Cormack Agreement, in each case, provided that Mr. Cormack has
provided OncoGenex Technologies with two months advance written notice and an
opportunity to cure such breach during such two-month period (each termination
without “cause” or for “disability” of
Mr. Cormack’s employment, or Mr. Cormack’s resignation
for “good reason”, an “Involuntary Termination”).  33




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##### Table of Contents



The Cormack Agreement provides that if
there is an Involuntary Termination, OncoGenex Technologies will be obligated
to pay Mr. Cormack a lump sum equal to 18 months of his then-current
base salary. In addition, Mr. Cormack will receive continued entitlement
under OncoGenex Technologies’ group medical, dental and insurance plans,
excluding short and long term disability plans and pension plans, to which
Mr. Cormack and his family are entitled at Mr. Cormack’s
termination date, to the extent such benefit plans permit, for 18 months
(the “Cormack Benefit Plan Severance Period”) or until Mr. Cormack
becomes employed elsewhere wherein comparable benefits are provided, whichever
date comes first. To the extent continuance of a benefit plan, excluding short
and long term disability plans and pension plans, is not permitted, OncoGenex
Technologies will be obligated to pay Mr. Cormack an amount equal to the
sum Mr. Cormack would be required to pay to receive comparable benefits
for the Cormack Benefit Plan Severance Period. Notwithstanding the terms of any
equity compensation plan of the Company or any agreement in connection
therewith, if there is an Involuntary Termination, then the time-based vesting
restrictions (if any) will immediately lapse on an additional number of shares
under all of Mr. Cormack’s outstanding compensatory equity in the
Company (which includes any outstanding stock options granted to
Mr. Cormack under the Company’s equity compensation plans) that
would have time-vested if Mr. Cormack had continued in employment for
18 months following his Involuntary Termination. The Cormack Agreement provides for
additional termination benefits if there is an Involuntary Termination during
the period beginning three months before and ending 12 months after a
“change in control” of the Company (as defined in the Cormack
Agreement) or if such Involuntary Termination is required by the merger
agreement, purchase agreement or other instrument relating to such change in
control or such Involuntary Termination is made at the express request of the
other party (or parties) to the transaction constituting such change in control
(each, a “Change in Control Termination”). Upon a Change in Control
Termination, OncoGenex Technologies will be obligated to pay Mr. Cormack
24 months of his then-current base salary, plus a sum equal to 12 months
of his average monthly bonus earnings, where such average is calculated over
the 24 month period immediately preceding Mr. Cormack’s
termination date and based on Mr. Cormack’s bonuses paid in such
24 month period. In addition, Mr. Cormack will receive continued
entitlement under OncoGenex Technologies’ benefit plans as described
above (or an amount equal to the sum Mr. Cormack would be required to pay
to receive comparable benefits if such continued entitlement is not permitted
as described above), except that the Cormack Benefit Plan Severance Period will
be 24 months instead of 18 months. Notwithstanding the terms of any
equity compensation plan of the Company or any agreement in connection
therewith, upon a Change in Control Termination, all vesting restrictions (if
any) will immediately lapse on all of Mr. Cormack’s compensatory
equity in the Company effective as of his termination date. All termination benefits in the event
of an Involuntary Termination or Change in Control Termination are subject to
Mr. Cormack’s execution, delivery and non-revocation of a general release
of all litigation and other claims against OncoGenex Technologies, and the
Company and all affiliates. The Cormack Agreement also includes
certain indemnification, non-solicitation, non-compete, non-disparagement and
confidentiality provisions. The indemnification agreements in effect between
the Company and Mr. Cormack and between OncoGenex Technologies and
Mr. Cormack will remain in effect.  34




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##### Table of Contents



Anderson Agreement Under the Anderson Agreement, OncoGenex
Technologies is obligated to pay Mr. Anderson an annual base salary of not
less than Cdn.$210,000. Mr. Anderson is also eligible to receive a
discretionary annual incentive bonus constituting up to 25% of
Mr. Anderson’s base salary. Such percentage may be modified by the
board of directors or compensation committee of the Company from time to time. The Anderson Agreement provides
Mr. Anderson with termination benefits in the event Mr. Anderson is
terminated without “cause” or for “disability” (each as
defined in the Anderson Agreement), or if Mr. Anderson resigns for
“good reason”, which is defined in the Anderson Agreement to mean
any of the following without Mr. Anderson’s prior written consent:
(i) the relocation of Mr. Anderson’s primary work location by
more than 40 miles from the current location of OncoGenex Technologies’
Canadian office in Vancouver, British Columbia; (ii) a material reduction
of Mr. Anderson’s base salary or employee benefits; (iii) any
material reduction or diminution of Mr. Anderson’s authority or
responsibilities; (iv) a fundamental breach of the Anderson Agreement; or
(v) the failure of any successor of the Company to expressly in writing
assume OncoGenex Technologies’ and the Company’s obligations under
the Anderson Agreement, in each case, provided that Mr. Anderson has
provided OncoGenex Technologies with one month advance written notice and an
opportunity to cure such breach during such one-month period (each termination
without “cause” or for “disability” of Mr.
Anderson’s employment, or Mr. Anderson’s resignation for
“good reason”, an “Involuntary Termination”). The Anderson Agreement provides that if
there is an Involuntary Termination, OncoGenex Technologies will be obligated
to pay Mr. Anderson a lump sum equal to nine months of his then-current
base salary. In addition, Mr. Anderson will receive continued entitlement
under OncoGenex Technologies’ group medical, dental and insurance plans,
excluding short and long term disability plans and pension plans, to which
Mr. Anderson and his family are entitled at Mr. Anderson’s
termination date, to the extent such benefit plans permit, for nine months (the
“Anderson Benefit Plan Severance Period”) or until
Mr. Anderson becomes employed elsewhere wherein comparable benefits are
provided, whichever date comes first. To the extent continuance of a benefit
plan, excluding short and long term disability plans and pension plans, is not
permitted, OncoGenex Technologies will be obligated to pay Mr. Anderson an
amount equal to the sum Mr. Anderson would be required to pay to receive
comparable benefits for the Anderson Benefit Plan Severance Period.
Notwithstanding the terms of any equity compensation plan of the Company or any
agreement in connection therewith, if there is an Involuntary Termination, the
time-based vesting restrictions (if any) will immediately lapse on an
additional number of shares under all of Mr. Anderson’s outstanding
compensatory equity in the Company (which includes any outstanding stock
options granted to Mr. Anderson under the Company’s equity
compensation plans) that would have time-vested if Mr. Anderson had
continued in employment for nine months following his Involuntary Termination.  35




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##### Table of Contents



The Anderson Agreement provides for
additional termination benefits if there is an Involuntary Termination during
the period beginning three months before and ending 12 months after a
“change in control” of the Company (as defined in the Anderson
Agreement) or if such Involuntary Termination is required by the merger
agreement, purchase agreement or other instrument relating to such change in
control or such Involuntary Termination is made at the express request of the
other party (or parties) to the transaction constituting such change in control
(each, a “Change in Control Termination”). Upon a Change in Control
Termination, OncoGenex Technologies will be obligated to pay Mr. Anderson
12 months of his then-current base salary, plus a sum equal to 12 months
of his average monthly bonus earnings, where such average is calculated over
the 24 month period immediately preceding Mr. Anderson’s
termination date and based on Mr. Anderson’s bonuses paid in such
24 month period. In addition, Mr. Anderson will receive continued
entitlement under OncoGenex Technologies’ benefit plans as described
above (or an amount equal to the sum Mr. Anderson would be required to pay
to receive comparable benefits if such continued entitlement is not permitted
as described above), except that the Anderson Benefit Plan Severance Period
will be 12 months instead of nine months. Notwithstanding the terms of any
equity compensation plan of the Company or any agreement in connection
therewith, upon a Change in Control Termination, all vesting restrictions (if
any) will immediately lapse on all of Mr. Anderson’s compensatory
equity in the Company effective as of his termination date. All termination benefits in the event
of an Involuntary Termination or Change in Control Termination are subject to
Mr. Anderson’s execution, delivery and non-revocation of a general
release of all litigation and other claims against OncoGenex Technologies, and
the Company and all affiliates. The Anderson Agreement also includes
certain indemnification, non-solicitation, non-compete, non-disparagement and
confidentiality provisions. The indemnification agreements in effect between
the Company and Mr. Anderson and between OncoGenex Technologies and
Mr. Anderson will remain in effect. Jacobs Agreement Under the Jacobs Agreement, the Company
is obligated to pay Dr. Jacobs an annual base salary of not less than
$360,000. Dr. Jacobs is also eligible to receive a discretionary annual
incentive bonus constituting up to 30% of Dr. Jacobs’ base salary.
Such percentage may be modified by the board of directors or compensation
committee of the Company from time to time. The Jacobs Agreement provides
Dr. Jacobs with termination benefits in the event Dr. Jacobs is
terminated without “cause” or for “disability” (each as
defined in the Jacobs Agreement), or if Dr. Jacobs resigns for “good
reason”, which is defined in the Jacobs Agreement to mean any of the
following without Dr. Jacobs’ prior written consent: (i) the
relocation of Dr. Jacobs’ primary work location by more than 40
miles from the Company’s current location in Bothell, Washington;
(ii) a material reduction of Dr. Jacobs’ base salary or
employee benefits; (iii) any material reduction or diminution of
Dr. Jacobs’ authority or responsibilities; (iv) a material
breach of the Jacobs Agreement; or (v) the failure of any successor of the
Company to expressly in writing assume the Company’s obligations under
the Jacobs Agreement, in each case, provided that Dr. Jacobs has provided
the Company with 30 days advance written notice and an opportunity to cure
such breach during such 30-day period (each termination without
“cause” or for “disability” of Dr. Jacobs’
employment, or Dr. Jacobs’ resignation for “good
reason”, an “Involuntary Termination”).  36




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##### Table of Contents



The Jacobs Agreement provides that if
there is an Involuntary Termination, the Company will be obligated to pay Dr.
Jacobs a lump sum equal to 12 months of her then-current base salary. In
addition, if Dr. Jacobs elects to continue her (and her dependents’)
health insurance coverage under the Consolidated Omnibus Budget Reconciliation
Act of 1985 (“COBRA”), the Company must pay up to 12 months of
Dr. Jacobs’ monthly premium under COBRA, provided that the
Company’s obligation to pay the monthly premium will cease when
Dr. Jacobs becomes eligible to receive substantially equivalent health
coverage in connection with new employment. Notwithstanding the terms of any
equity compensation plan of the Company or any agreement in connection
therewith, if there is an Involuntary Termination, then the time-based vesting
restrictions (if any) will immediately lapse on an additional number of shares
under all of Dr. Jacobs’ outstanding compensatory equity in the
Company (which includes outstanding stock options granted to Dr. Jacobs
under the Company’s equity compensation plans) that would have
time-vested if Dr. Jacobs had continued in employment for 12 months
following her Involuntary Termination. The Jacobs Agreement provides for
additional termination benefits if there is an Involuntary Termination during
the period beginning three months before and ending 12 months after a
“change in control” of the Company (as defined in the Jacobs
Agreement) or if such Involuntary Termination is required by the merger
agreement, purchase agreement or other instrument relating to such change in
control or such Involuntary Termination is made at the express request of the
other party (or parties) to the transaction constituting such change in control
(each, a “Change in Control Termination”). Upon a Change in Control
Termination, the Company will be obligated to pay Dr. Jacobs
15 months of her then-current base salary, plus a sum equal to
12 months of her average monthly bonus earnings, where such average is
calculated over the 24 month period immediately preceding
Dr. Jacobs’ separation from services and based on
Dr. Jacobs’ bonuses paid in such 24 month period. In addition,
the Company’s payment of monthly COBRA premiums as described above will
be for up to 15 months instead of up to 12 months. Notwithstanding
the terms of any equity compensation plan of the Company or any agreement in
connection therewith, upon a Change in Control Termination, all vesting
restrictions (if any) will immediately lapse on all of Dr. Jacobs’
compensatory equity in the Company effective as of her separation from service. All termination benefits in the event
of an Involuntary Termination or Change in Control Termination are subject to
Dr. Jacobs’ execution, delivery and non-revocation of a general release
of all litigation and other claims against the Company and all affiliates. The Jacobs Agreement also includes
certain indemnification, non-solicitation, non-compete, non-disparagement and
confidentiality provisions. The indemnification agreements in effect between
the Company and Dr. Jacobs and between OncoGenex Technologies and
Dr. Jacobs will remain in effect.  37




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##### Table of Contents



Item 6.
    
    Exhibits
 ExhibitNumber
    
    Description2.1
    (1)
    
    Arrangement Agreement between the Company and OncoGenex Technologies Inc. dated May 27,
20082.2
    (2)
    
    First Amendment to Arrangement Agreement between the Company and OncoGenex Technologies
Inc. dated August 11, 20082.3
    (2)
    
    Second Amendment to Arrangement Agreement between the Company and OncoGenex
Technologies Inc. dated August 15, 20083.1
    (3)
    
    Amended and Restated Certificate of Incorporation (As Amended Through October 17, 1995)3.2
    (4)
    
    Certificate of Amendment to Certificate of Incorporation filed on May 6, 19993.3
    (5)
    
    Certificate of Correction filed on March 9, 2009 to Certificate of Amendment filed on
May 6, 19993.4
    (6)
    
    Certificate of Amendment to Certificate of Incorporation filed on May 7, 20043.5
    (5)
    
    Certificate of Correction filed on March 9, 2009 to Certificate of Amendment filed on
May 7, 20043.6
    (2)
    
    Certificate of Amendment to Certificate of Incorporation filed on August 20, 20083.7
    (7)
    
    Third Amended and Restated Bylaws of Oncogenex Pharmaceuticals, Inc.4.1
    (2)
    
    Specimen Certificate of Common Stock4.2
    (8)
    
    Amended and Restated Rights Agreement dated as of July 24, 2002 between the Company and
U.S. Stock Transfer Corporation4.3
    (9)
    
    First Amendment to Amended and Restated Rights Agreement dated as of October 17, 2005
between the Company and U.S. Stock Transfer Corporation4.4
    (10)
    
    Second Amendment to Amended and Restated Rights Agreement dated as of August 10, 2006
between the Company and U.S. Stock Transfer Corporation4.5
    (11)
    
    Third Amendment to Amended and Restated Rights Agreement dated May 27, 2008 between the
Company and Computershare Trust Company, N.A.4.6
    (1)
    
    Form of Escrow Agreement between the Company, Computershare Trust Company of Canada and
former shareholders and debentureholders of OncoGenex Technologies Inc.4.7
    (1)
    
    Form of OncoGenex Voting Agreement4.8
    (1)
    
    Form of Sonus Voting Agreement10.1
    (12)
    
    Sonus Pharmaceuticals, Inc. Incentive Stock Option, Nonqualified Stock Option and
Restricted Stock Purchase Plan  1991 (the 1991 Plan), as amended
  38




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##### Table of Contents



ExhibitNumber
    
    Description10.2
    (12)
    
    Form of Incentive Option Agreement (pertaining to the 1991 Plan)10.3
    (12)
    
    Form of Sonus Pharmaceuticals, Inc. Nonqualified Stock Option Agreement under the 1991
Plan10.4
    (13)
    
    Sonus Pharmaceuticals, Inc. 1999 Nonqualified Stock Incentive Plan (the 1999 Plan)10.5
    (13)
    
    Form of Sonus Pharmaceuticals, Inc. Nonqualified Stock Option Agreement under the 1999
Plan10.6
    (13)
    
    Form of Sonus Pharmaceuticals, Inc. Restricted Stock Purchase Agreement under the 1999
Plan10.7
    (14)
    
    Sonus Pharmaceuticals, Inc. 2000 Stock Incentive Plan (the 2000 Plan)10.8
    (15)
    
    First Amendment to Sonus Pharmaceuticals, Inc. 2000 Plan10.9
    (14)
    
    Form of Sonus Pharmaceuticals, Inc. Stock Option Agreement (pertaining to the 2000 Plan)10.10
    (16)
    
    Sonus Pharmaceuticals, Inc. 2007 Performance Incentive Plan (the 2007 Plan)10.11
    (17)
    
    Form of Sonus Pharmaceuticals, Inc. Stock Option Agreement (pertaining to the 2007 Plan)10.12
    (17)
    
    Form of Sonus Pharmaceuticals, Inc. Restricted Stock Purchase Agreement under the 2007
Plan10.13
    (18)
    
    OncoGenex Technologies Inc. Amended and Restated Stock Option Plan10.14
    (19)
    
    Stock Option Assumption, Amending and Confirmation Agreement dated as of August 21,
2008 between the Company and OncoGenex Technologies Inc.10.15
    (20)
    
    OncoGenex Pharmaceuticals, Inc. Short Term Incentive Awards Program10.16
    (20)
    
    Agreement and Consent Form (related to the Short Term Incentive Awards Program)10.17
    (20)
    
    Director Compensation Policy10.18
    (12)
    
    Form of Indemnification Agreement for Officers and Directors of the Company10.19
    (18)
    
    Form of Indemnification Agreement between OncoGenex Technologies Inc. and each of Scott
Cormack, Stephen Anderson and Cindy Jacobs10.20
    (18)
    
    Form of Indemnification Agreement between OncoGenex Technologies Inc. and Neil
Clendeninn10.21
    (21)
    
    Severance/Change in Control Agreement dated January 11, 2008 between the Company and
Michael Martino10.22
    (2)
    
    Executive Termination Agreement and General Release dated August 21, 2008 between the
Company and Michael Martino10.23
    (21)
    
    Severance/Change in Control Agreement dated January 11, 2008 between the Company and
Alan Fuhrman10.24
    (2)
    
    Executive Termination Agreement and General Release dated August 21, 2008 between the
Company and Alan Fuhrman10.25
    
    
    Employment Agreement between OncoGenex Technologies Inc. and the Company and Scott
Cormack dated as of November 4, 200910.26
    
    
    Employment Agreement between OncoGenex Technologies Inc. and the Company and Stephen
Anderson dated as of November 4, 200910.27
    
    

Employment Agreement between the Company and Cindy Jacobs dated as of November 3, 200910.28
    (22)
    
    Securities Purchase Agreement dated as of August 15, 2005 by and among the Company and
the investors named therein, together with their permitted transferees (Securities
Purchase Agreement)
  39




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##### Table of Contents



ExhibitNumber
    
    Description10.29
    (22)
    
    Form of Purchase Warrant related to the Securities Purchase Agreement10.30
    (23)
    
    Form of Purchase Warrant issued to Schering AG10.31
    (22)
    
    Registration Rights Agreement dated as of August 15, 2005 by and among the Company and
the investors named therein10.32
    (24)
    
    Lease by and between BMR-217th Place LLC and the Company dated as of
November 21, 200610.33
    (25)
    
    First Amendment to Lease by and between BMR-217th Place LLC and the Company
dated as of August 17, 200710.34
    (26)
    
    Second Amendment to Lease by and between BMR-217th Place LLC and the Company
dated as of January 28, 200810.35
    (6)
    
    Amended and Restated License Agreement effective as of July 2, 2008 by and between
OncoGenex Technologies Inc. and Isis Pharmaceuticals, Inc. (OGX-011)*10.36
    (27)
    
    License Agreement between OncoGenex Technologies Inc. and the University of British
Columbia effective as of November 1, 2001, and Amending Agreement dated as of August
30, 2006 (OGX-011)*10.37
    (2)
    
    Second Amending Agreement and Consent as of August 7, 2008 between The University of
British Columbia and OncoGenex Technologies Inc. (OGX-011)10.38
    (27)
    
    Collaboration and License Agreement between OncoGenex Technologies Inc. and Isis
Pharmaceuticals, Inc. effective as of January 5, 2005 (OGX-427)*10.39
    (27)
    
    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)*10.40
    (2)
    
    Second Amending Agreement as of August 7, 2008 between The University of British
Columbia and OncoGenex Technologies Inc. (OGX-427)31.1
    
    
    Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a) or
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 200231.2
    
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232.1
    
    
    Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
    
    Schedules and similar attachments to the Arrangement Agreement have been omitted pursuant to
Item 601(b)(2) of Regulation S-K. Registrant will furnish supplementally a copy of any omitted
schedule or similar attachment to the SEC upon request.*
    
    Confidential portions of this exhibit have been omitted and filed separately with the
Commission pursuant to an application for Confidential Treatment under Rule 24b-2 promulgated
under the Securities Exchange Act of 1934, as amended.(1)
    
    Incorporated by reference to the Companys proxy statement on Schedule 14A filed on July 3,
2008.  40




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(2)
    
    Incorporated by reference to the Companys quarterly report on Form 10-Q for the quarter
ended September 30, 2008.(3)
    
    Incorporated by reference to the Companys Registration Statement on Form S-1, Reg. No.
33-96112.(4)
    
    Incorporated by reference to Companys quarterly report on Form 10-Q for the quarter ended
March 31, 1999.(5)
    
    Incorporated by reference to the Companys current report on Form 8-K filed on March 11,
2009.(6)
    
    Incorporated by reference to the Companys annual report on Form 10-K for the year ended
December 31, 2008.(7)
    
    Incorporated by reference to the Companys current report on Form 8-Kfiled on October 30,
2008.(8)
    
    Incorporated by reference to the Companys amended Form 8-A filed on July 25, 2002.(9)
    
    Incorporated by reference to the Companys amended Form 8-A filed on October 18, 2005.(10)
    
    Incorporated by reference to the Companys amended Form 8-A filed on August 14, 2006.(11)
    
    Incorporated by reference to the Companys current report on Form 8-K filed on May 30, 2008.(12)
    
    Incorporated by reference to the Companys registration statement on Form S-1, Reg. No.
33-96112.(13)
    
    Incorporated by reference to the Companys quarterly report on Form 10-Q for the quarter
ended March 31, 1999.(14)
    
    Incorporated by reference to the Companys quarterly report on Form 10-Q for the quarter
ended September 30, 2000.(15)
    
    Incorporated by reference to the Companys quarterly report on Form 10-Q for the quarter
ended September 30, 2006.(16)
    
    Incorporated by reference to the Companys proxy statement on Schedule 14A filed on April 3,
2007.(17)
    
    Incorporated by reference to the Companys quarterly report on Form 10-Q for the quarter
ended September 30, 2007.(18)
    
    Incorporated by reference to the OncoGenex Technologies Inc. registration statement on Form
F-1 filed on December 13, 2006.(19)
    
    Incorporated by reference to the Companys registration statement on Form S-8 filed on August
26, 2008.(20)
    
    Incorporated by reference to the Companys current report on Form 8-K filed on April 2, 2009.(21)
    
    Incorporated by reference to the Companys current report on Form 8-K filed on January 17,
2008.(22)
    
    Incorporated by reference to the Companys current report on Form 8-K filed on August 18,
2005.(23)
    
    Incorporated by reference to the Schedule 13D filed by Schering Berlin Venture Corporation on
October 31, 2005.(24)
    
    Incorporated by reference to the Companys annual report on Form 10-K for the year ended
December 31, 2006.(25)
    
    Incorporated by reference to the Companys annual report on Form 10-K for the year ended
December 31, 2007.(26)
    
    Incorporated by reference to the Companys quarterly report on Form 10-Q for the quarter
ended March 31, 2008.(27)
    
    Incorporated by reference to the OncoGenex Technologies Inc. registration statement on Form
F-1, Amendment No. 1, filed on January 29, 2007.  41




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##### Table of Contents



SIGNATURES
  ONCOGENEX PHARMACEUTICALS, INC.Date:   November 5, 2009
    By:
    /s/ Stephen AndersonStephen AndersonChief Financial Officer and Secretary

(Principal Financial and Accounting Officer)  42




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description10.25
    
    
    Employment Agreement between OncoGenex Technologies Inc. and the
Company and Scott Cormack dated as of November 4, 200910.26
    
    
    Employment Agreement between OncoGenex Technologies Inc. and the
Company and Stephen Anderson dated as of November 4, 200910.27
    
    
    Employment Agreement between the Company and Cindy Jacobs dated as
of November 3, 200931.1
    
    
    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
  43