(c) **Equity Terms**. During the Executive’s Employment, at the discretion of the Committee, theExecutive shall be entitled to participate in the Company’s equity compensation plans, as ineffect from time to time, and the Executive shall be eligible to receive grants of Company equity(“Compensatory Equity”), as determined by the Committee, in its discretion from time to time.(d) **Employee Benefits**. During the Executive’s Employment, the Executive will be entitled toparticipate in the employee benefit plans of general applicability to other employees of theCompany, as in effect from time to time, including, without limitation, the Company’s groupmedical, dental, vision, disability, life insurance, director and officer liability insurance andflexible-spending account plans. The Company reserves the right to cancel or change the benefitplans and programs it offers to its employees at any time.(e) **“Service” Definition**. For purposes of Section 3(b) of this Agreement, “Service” shallmean service by the Executive as an employee and/or consultant of the Employer (or any subsidiaryor parent or affiliated entity of the Employer).3. **Vacation and Indemnification.**(a) **Vacation**. The Executive will be eligible for paid vacation in accordance with theEmployer’s vacation policy. Under the Employer’s current vacation policy, the Executive iseligible for twenty (20) days per year of paid vacation. Unused vacation may not be carried overfor more then twelve months after the completion of each fiscal year.(b) **Indemnification**. The Employer shall indemnify the Executive to the maximum extentpermitted by applicable law and the Employer’s certificate of incorporation and bylaws withrespect to the Executive’s Service. During the Executive’s Employment, the Employer shallmaintain officers’ liability insurance for the Executive’s benefit on terms and conditions no lessfavorable than the terms and conditions generally applicable to the Employer’s other seniorexecutive officers. The Employer’s obligations under this Section 3(b) shall survive terminationof the Executive’s Service and also termination or expiration of this Agreement.4. **Business Expenses.**During her Employment, the Executive shall be authorized to incur necessary and reasonabletravel, entertainment and other business expenses in connection with her duties hereunder. TheEmployer shall promptly reimburse the Executive for such expenses upon presentation of appropriatesupporting documentation, all in accordance with the Employer’s generally applicable policies.
 
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5. **Term of Employment.**(a) **Employment-at-Will**. The Employer and the Executive hereby acknowledge that theExecutive’s Employment is at-will. The Employer may terminate the Executive’s Employment with orwithout Cause, by giving the Executive thirty (30) days advance notice in writing. The Executivemay terminate her Employment by giving the Employer thirty (30) days advance notice in writing.The Executive’s Employment shall terminate automatically in the event of her death.(b) **Rights Upon Termination**. Upon the termination of the Executive’s Employment for anyreason (including death or Disability (as defined below)), the Executive shall be entitled to thecompensation, benefits and reimbursements described in this Agreement through the effective dateof the termination (the “Termination Date”), and the Employer shall make the following payments tothe Executive (or her beneficiary) within 10 business days following the Termination Date: (i)all unpaid salary and unpaid vacation accrued through the Termination Date, (ii) any accrued,unpaid bonuses (provided that any such bonus has been awarded by the Board or the Committee, inaccordance with the terms of any applicable plan, has been earned by the Executive and is notsubject to any vesting or other similar requirement) for any fiscal year of the Employer endedprior to the Termination Date and (iii) any unreimbursed business expenses. The Executive mayalso be eligible for other post-Employment payments and benefits as provided in this Agreement orpursuant to other agreements (other than the Prior Agreements) or plans with the Employer. Uponthe Termination Date, the Executive shall have no further rights to receive compensation orbenefits from the Employer except as set forth in Section 6 and pursuant to the terms of anybenefit plans (including without limitation any equity compensation plans) of the Company in whichthe Executive is a participant.6. **Termination Benefits.**(a) **Severance Pay**. If there is an Involuntary Termination (as defined below) of theExecutive’s Employment, then, subject to the Executive’s execution, delivery and non-revocation ofa Release (defined below) within the time period described below, following the Executive’s“separation from service” within the meaning of Section 409A, the Employer shall pay the Executivea single lump sum of cash in an amount equal to the sum of twelve (12) months (the “SeverancePeriod”) of the Executive’s then annual Base Compensation (not giving effect to any reduction inBase Compensation made in connection with such Involuntary Termination or giving rise to GoodReason). The cash lump sum amount payable under this Section 6(a) shall be made to the Executiveon the first payroll date in the month following the month containing the Release Deadline. TheExecutive shall also receive the benefits provided in Sections 6(b) and 6(c), and all suchpayments and benefits shall not be subject to mitigation or offset (except as specified inSection 6(b)). In order to be entitled to receive the severance described in this Section 6(a)(including the benefits provided in Sections 6(b), 6(c) and, if applicable, 6(d)), the Executivemust execute, deliver and not revoke the Release within forty-five (45) calendar days followingthe Executive’s separation from service (the date that is forty-five (45) calendar days followingthe Executive’s separation from service is the “Release Deadline”). The Employer shall furnishthe Release to the Executive on the date of her Involuntary Termination. The “Release” shall be ageneral releaseof all litigation and other claims against the Employer and all affiliates by the Executiveand on Executive’s behalf in a form satisfactory to the Employer.
 
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(b) **Health Insurance**. If the Executive is entitled to receive the severance payment inSection 6(a), and if the Executive elects to continue her (and her dependents’) health insurancecoverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), then theEmployer shall pay up to the number of months of the Executive’s monthly premium under COBRA thatis equal to the number of months in the Severance Period, provided that the Employer’s obligationto pay the monthly premium shall cease at such time as the Executive becomes eligible to receivesubstantially equivalent health coverage in connection with new employment and Executive agrees tonotify Employer at such time as she becomes eligible for substantially equivalent health coverage.(c) **Equity Vesting**. Notwithstanding the terms of any equity compensation plan of the Companyor any agreement in connection with a grant of Compensatory Equity, if the Executive is entitledto receive the payments in Section 6(a), then the time-based vesting restrictions (if any) shallimmediately lapse on an additional number of shares of Company common stock under all of theExecutive’s outstanding Compensatory Equity that is equal to the number of shares that would havetime-vested if the Executive had continued in employment for the number of additional monthsfollowing the Termination Date that is equal to the number of months in the Severance Period. TheExecutive shall be entitled to exercise any of her Compensatory Equity to the extent vestedpursuant to this Section 6(c) or otherwise for such period as set forth in the terms of thatCompensatory Equity.(d) **Effect of Change in Control**. If the Company is subject to a Change in Control (asdefined below) and there is an Involuntary Termination of the Executive’s Employment within theperiod beginning three (3) months before and ending twelve (12) months after a Change in Control(or more than three (3) months prior to a Change in Control but in connection with a Change inControl), then following the Executive’s separation from service, the Executive will be entitledto all benefits described in Sections 6(a), 6(b) and 6(c) of this Agreement subject to the sameterms and conditions and payment dates described above, except that (x) the cash payment amountunder Section 6(a) shall be an amount equal to the sum of fifteen (15) months of the Executive’sthen annual Base Compensation (not giving effect to any reduction in Base Compensation made inconnection with such Involuntary Termination or giving rise to Good Reason), plus an amount equalto the sum of twelve (12) months of the Executive’s average monthly Bonus earnings, where suchaverage is calculated over the twenty-four (24) month period immediately preceding the Executive’sseparation from service and based on the Executive’s Bonus paid in such 24 month period, (y) theEmployer’s payment of monthly COBRA premiums under Section 6(b) shall be for up to fifteen (15)months and (z) notwithstanding the terms of any equity compensation plan of the Company or anyagreement in connection with a grant of Compensatory Equity, all vesting restrictions (if any)shall immediately lapse on all of the Executive’s Compensatory Equity effective as of theExecutive’s separation from service. For purposes of the preceding sentence, an InvoluntaryTermination shall be deemed to be in connection with a Change in Control if such termination (i)is required by the merger agreement, purchase agreement or other instrument relating to suchChange in Control or (ii) is made at the express request of the other party (or parties) to thetransaction constituting such Change in Control.
 
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(e) **Parachute Payments**. In the event that the payments and benefits provided for in thisAgreement and the payments and/or benefits provided to, or for the benefit of, the Executive underany other Employer plan or agreement (such payments or benefits are hereinafter collectivelyreferred to as the “Benefits”) (i) constitute “parachute payments” within the meaning ofSection 280G of the Internal Revenue Code and (ii) but for this Section 6(e), would be subject tothe excise tax imposed by Section 4999 of the Internal Revenue Code (the “Excise Tax”), then theBenefits shall either be:(i) delivered in full, or(ii) delivered as to such lesser extent which would result in no portion of suchBenefits being subject to the Excise Tax (such reduced amount is hereinafter referred to asthe “Limited Amount”),whichever of the foregoing amounts, taking into account the applicable federal, state and localincome taxes and the Excise Tax, results in the receipt by the Executive on an after-tax basis, ofthe greatest amount of Benefits, notwithstanding that all or some portion of such Benefits may besubject to the Excise Tax. If applicable, in order to effectuate the Limited Amount, the Employershall first reduce those Benefits which are payable in cash and then reduce non-cash payments, ineach case in reverse order beginning with Benefits which are to be paid the farthest in time fromthe date of determination that the Benefits will be limited by (e)(ii) above. Any calculations anddeterminations required under this Section 6(e) shall be made in writing by the Company’sindependent auditor (the “Accountant”) whose determination shall be conclusive and binding. TheExecutive and the Company shall furnish the Accountant such documentation as the Accountant mayreasonably request in order to make a determination. The Employer shall pay for all costs that theAccountant may reasonably incur in connection with performing any calculations contemplated by thisSection 6(e).(f) “**Change in Control” Definition**. For purposes of this Agreement, “Change in Control” shallmean the occurrence of any of the following events:(i) the consummation of a merger or consolidation of the Company with or into anotherentity or any other corporate reorganization, if the Company’s stockholders immediatelyprior to such merger, consolidation or reorganization cease to directly or indirectly ownimmediately after such merger, consolidation or reorganization at least a majority of thecombined voting power of the continuing or surviving entity’s securities (or, if thecontinuing or surviving entity is a wholly owned subsidiary of another corporationimmediately following such merger or consolidation, the ultimate parent corporation of suchsurviving or resulting corporation) outstanding immediately after such merger, consolidationor other reorganization;(ii) the consummation of the sale, transfer or other disposition of all orsubstantially all of the Company’s assets (other than (1) to a corporation or other entityof which at least a majority of its combined voting power is owned directly or indirectly bythe Company, (2) to a corporation or other entity owned directly or indirectly by thestockholders of the Company in substantially the same proportions as their ownership of thecommon stock of the Company or (3) to a continuing or surviving entity described insubsection (i) in connection with a merger, consolidation or corporate reorganizationwhich does not result in a Change in Control under subsection (i));
 
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(iii) a change in the composition of the Board, as a result of which fewer thanone-half of the incumbent directors are directors who either (1) had been directors of theCompany on the date twenty-four (24) months prior to the date of the event that mayconstitute a Change in Control (the “original directors”) or (2) were elected, or nominatedfor election, to the Board with the affirmative votes of at least a majority of theaggregate of the original directors who were still in office at the time of the election ornomination and the directors whose election or nomination was previously so approved;(iv) the consummation of any transaction as a result of which any person becomes the“beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, asamended (the “Exchange Act”)), directly or indirectly, of securities of the Companyrepresenting at least thirty-five percent (35%) of the total voting power represented by theCompany’s then outstanding voting securities. For purposes of this subsection, the term“person” shall have the same meaning as when used in sections 13(d) and 14(d) of theExchange Act but shall exclude:(1) a trustee or other fiduciary holding securities under an employeebenefit plan of the Company or an affiliate of the Company;(2) a corporation or other entity owned directly or indirectly by thestockholders of the Company in substantially the same proportions as theirownership of the common stock of the Company;(3) the Company; and(4) a corporation or other entity of which at least a majority of itscombined voting power is owned directly or indirectly by the Company; or(v) a complete winding up, liquidation or dissolution of the Company.For purposes of this Section 6(f), a transaction shall not constitute a Change in Control ifits sole purpose is to change the state of the Company’s incorporation or to create a holdingcompany that will be owned in substantially the same proportions by the persons who held theCompany’s securities immediately before such transactions.(g) **“Cause” Definition**. For all purposes under this Agreement, “Cause” shall mean any of thefollowing committed by the Executive:(i) Willful failure to follow the reasonable and lawful directions of President of theCompany;(ii) Conviction of a felony (or a plea of guilty or *nolo contendere*by the Executive toa felony) that materially harms the Company;
 
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(iii) Acts of fraud, dishonesty or misappropriation committed by the Executive;(iv) Willful misconduct by the Executive in the performance of the Executive’s materialduties required by this Agreement; or(v) A material breach of this Agreement.The foregoing is an exclusive list of the acts or omissions that shall be considered “Cause”for the termination of the Executive’s Employment by the Employer. With respect to the acts oromissions set forth in clauses (i), (iii), (iv) and (v) above, (x) the President shall provide theExecutive with one (1) month advance written notice detailing the basis for the termination ofEmployment for Cause, (y) during the one-month period after the Executive has received such notice,the Executive shall have an opportunity to cure such alleged Cause events before any terminationfor Cause is finalized and (z) the Executive shall continue to receive the compensation andbenefits provided by this Agreement during the one-month cure period. In addition, no act orfailure to act of Executive shall be willful or intentional if performed in good faith with thereasonable belief that the action or inaction was in the best interest of the Employer.(h) **“Involuntary Termination” Definition**. For all purposes under this Agreement,“Involuntary Termination” shall mean any of the following: (i) termination of the Executive’sEmployment by the Employer without Cause; (ii) the Executive’s resignation of Employment for GoodReason; or (iii) termination of the Executive’s Employment by the Employer for Disability.(i) **“Good Reason” Definition**. For all purposes under this Agreement, “Good Reason” shallmean any of the following that occurs without the Executive’s prior written consent: (i) therelocation of the Executive’s primary work location by more than forty (40) miles from theEmployer’s current location in Bothell, Washington; (ii) a material reduction of the Executive’sBase Compensation or Executive’s employee benefits; (iii) any material reduction or diminution ofthe Executive’s duties, authority or responsibilities; (iv) the Employer’s material breach of thisAgreement; or (v) the failure of any successor of the Company to expressly in writing assume theCompany’s obligations under this Agreement, in each case, provided that the Executive shall haveprovided the Employer with thirty (30) days advance written notice and an opportunity to cure suchbreach during such 30-day period.(j) **“Disability” Definition**. For all purposes under this Agreement, “Disability” shall meanthe Executive’s incapacity due to physical or mental illness to perform her full-time duties withthe Employer for a continuous period of three (3) months or an aggregate of six (6) months in anyeighteen (18) month period.7. **Non-Solicitation, Non-Compete and Non-Disparagement.**(a) **Non-Solicitation**. During the period commencing on the date of this Agreement andcontinuing until the first anniversary of the Termination Date, the Executive shall not directlyor indirectly, personally or through others, solicit, recruit, or attempt to solicit or recruitany employee, agent, licensor, content provider, supplier, distributor, customer orpartner of the Company to curtail, cancel or terminate such employment, agency or businessrelationship that it has with the Company or its affiliates.
 
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(b) **Non-Compete**. During the period commencing on the date of this Agreement and continuinguntil the first anniversary of the Termination Date, the Executive shall not directly orindirectly, personally or through others, own, manage, operate, control, participate in, performservices for, make any investment in, assist, or otherwise carry on, the Company business (suchbusiness, including the business of any subsidiary or parent or affiliated entity of the Company,is referred to herein as the “Company Business”) or any business that directly competes with theCompany Business (other than in the course of performing duties to the Company or any of itsaffiliates as an employee or other service provider). Notwithstanding the foregoing, nothingcontained in this Section 7(b) shall limit or otherwise affect the ability of Executive to own notmore than 1.0% of the outstanding capital stock of any entity that is engaged in a businesscompetitive with the Company Business, provided that such investment is a passive investment andthe Executive is not directly or indirectly involved in the management or operation of suchbusiness or otherwise providing consulting services to such business. For purposes of thisAgreement, Company Business shall include, but shall not be limited to the research anddevelopment of the Technology, as defined herein, and such other business plans as approved bythe Board from time to time and which are in effect on the Termination Date. As used herein,“Technology” means all ideas, concepts, business and trade names, trademarks, know-how, tradesecrets, inventions, improvements, devices, methods, processes and discoveries, whether patentableor not, and whether or not reduced to writing or other tangible form or to actual or constructivepractice which either: (i) are part of the technology licensed to OncoGenex Technologies Inc.under the UBC Licenses, as defined herein, or (ii) are otherwise developed or acquired on behalfof or by the Company or any affilate of the Company, including but not limited to the technologylicensed to the Company or any affiliate of the Company by clients for work to be performed forsuch clients pursuant to research contracts. As used herein, “UBC Licenses” means the licensesentered into by the University of British Columbia and OncoGenex Technologies Inc. effectiveNovember 1, 2001, September 1, 2002 and April 5, 2005 which define the terms under which OncoGenexTechnologies Inc. has acquired an exclusive license to certain technology. It is understood thatOncoGenex Technologies Inc. has granted the Company a limited right to use certain technologylicensed under the UBC Licenses solely for the Company to perform work for OncoGenex TechnologiesInc.(c) **Confidential Information**. Except as required in the good faith opinion of the Executivein connection with the performance of the Executive’s duties hereunder or as specifically setforth in this Section 7(c), the Executive shall, in perpetuity, maintain in confidence and shallnot directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for herbenefit or the benefit of any person, firm, corporation or other entity any confidential orproprietary information or trade secrets of or relating to the Company or any of its affiliates,including, without limitation, information with respect to the Company’s operations, processes,products, inventions, business practices, finances, principals, vendors, suppliers, customers,potential customers, marketing methods, costs, prices, contractual relationships, regulatorystatus, business plans, designs, marketing or other business strategies, compensation paid toemployees or other terms of employment, or deliver to any person, firm, 
 
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corporation or otherentity any document, record, notebook, computer program or similar repository of or containing any such confidential or proprietary information or tradesecrets. The Company and the Executive stipulate and agree that as between them the foregoingmatters are important, material and confidential proprietary information and trade secrets andaffect the successful conduct of the businesses of the Company (and any successor or assignee ofthe Company). Upon termination of the Executive’s employment with the Company for any reason, theExecutive shall promptly deliver to the Company all correspondence, drawings, manuals, letters,notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documentsconcerning the Company’s customers, business plans, designs, marketing or other businessstrategies, products or processes, provided that the Executive may retain her rolodex, addressbook and similar information, whether or not the Company specifically requests it.(d) **Non-Disparagement**. The Executive and the Company mutually agree not to disparage ordefame, in writing or orally, the other party, and as applicable, its or her services, products,subsidiaries and affiliates, and/or their respective directors, officers, employees, agents,family members, successors and assigns. This non-disparagement provision shall not apply tostatements made by non-management employees of the Company, so long as such statements did notoriginate from and were not induced or encouraged (directly or indirectly) by an officer, directoror management employee of the Company. Notwithstanding the foregoing, nothing in thisSection 7(d) shall limit the ability of the Company or the Executive, as applicable, to providetruthful testimony as required by law or any judicial or administrative process.(e) **Remedies**. Without limiting the right of the Employer to pursue all other legal andequitable rights available to the Employer for violation of the provisions of Section 7 of thisAgreement by Executive, it is agreed that (a) other remedies cannot fully compensate the Employerfor such a violation, (b) such a violation will cause the Employer irreparable harm which may notbe adequately compensated by money damages and (c) the Employer shall each be entitled totemporary, preliminary and permanent injunctive or other equitable relief, without proving actualdamages or posting a bond therefore, to prevent a violation, continuing violation or threatenedviolation of the provisions of Section 7 of this Agreement.8. **Inventions and Patents.**(a) For purposes of this Agreement, “Inventions” includes, without limitation, information,inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, andwhether or not conceived or made during work hours. Executive agrees that all Inventionsconceived or made by Executive during the period of employment with Employer belong to Employer,provided they grow out of Executive’s work with Employer or are related in some manner to theCompany Business, including, without limitation, research and product development, and projectedbusiness of Employer or its affiliated companies. Accordingly, Executive will:(i) Make adequate written records of such Inventions, which records will be Employer’sproperty;(ii) Assign to Employer or its designee, at Employer’s request, any rights Executivemay have to such Inventions for the U.S. and all foreign countries;
 
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(iii) Waive and agree not to assert any moral rights Executive may have or acquire inany Inventions and agree to provide written waivers from time to time as requested byEmployer; and(iv) Assist Employer (at Employer’s expense) in obtaining and maintaining patents orcopyright registrations with respect to such Inventions.(b) Executive understands and agrees that Employer or its designee will determine, in itssole and absolute discretion, whether an application for patent will be filed on any Inventionthat is the exclusive property of Employer, as set forth above, and whether such an applicationwill be abandoned prior to issuance of a patent. Employer will pay to Executive, either during orafter the term of this Agreement, the following amounts if Executive is sole inventor, orExecutive’s proportionate share if Executive is joint inventor: $750 upon filing of the initialapplication for patent on such Invention; and $1,500 upon issuance of a patent resulting from suchinitial patent application, provided Executive is named as an inventor in the patent.(c) Executive further agrees that Executive will promptly disclose in writing to Employerduring the term of Executive’s employment and for one (1) year thereafter, all Inventions whetherdeveloped during the time of such employment or thereafter (whether or not Employer has rights insuch Inventions) so that Executive’s rights and Employer’s rights in such Inventions can bedetermined. Except as set forth on the initialed Exhibit A (List of Inventions) to thisAgreement, if any, Executive represents and warrants that Executive has no Inventions, software,writings or other works of authorship useful to Employer in the normal course of the CompanyBusiness, which were conceived, made or written prior to the date of this Agreement and which areexcluded from the operation of this Agreement.(d) **NOTICE****: In accordance with Washington law, this Section 8 does not apply toInventions for which no equipment, supplies, facility, or trade secret information of Employer wasused and which was developed entirely on Executive’s own time, unless: (a) the Invention relates(i) directly to the business of Employer or (ii) to Employer’s actual or demonstrably anticipatedresearch or development, or (b) the Invention results from any work performed by Executive forEmployer.**9. **Successors.**(a) **Employer’s Successors**. This Agreement shall be binding upon any successor (whetherdirect or indirect and whether by purchase, lease, merger, consolidation, liquidation orotherwise) to all or substantially all of the Employer’s business and/or assets. For all purposesunder this Agreement, the term “Employer” shall include any successor to the Employer’s businessand/or assets which becomes bound by this Agreement.(b) **Employee’s Successors**. This Agreement and all rights of the Executive hereunder shallinure to the benefit of, and be enforceable by, the Executive’s personal or legal representatives,executors, administrators, successors, heirs, distributees, devisees and legatees.
 
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10. **Section 409A of the Internal Revenue Code.**In the event that the Employer determines that any of the benefits payable under thisAgreement would violate Section 409A, then the Employer and the Executive shall, in good faith,agree to implement adjustments needed to comply with Section 409A. Additionally, notwithstandinganything contained in this Agreement to the contrary, if Executive is deemed by the Employer at thetime of Executive’s “separation from service” to be a “specified employee,” each within the meaningof Section 409A, any compensation or benefits to which Executive becomes entitled under thisAgreement (or any agreement or plan referenced in this Agreement) in connection with suchseparation that are subject to Section 409A shall not be made or commence until the date which issix (6) months after Executive’s “separation from service” (or, if earlier, Executive’s death).Such deferral shall only be effected to the extent required to avoid adverse tax treatment toExecutive, including (without limitation) the additional twenty percent (20%) tax for whichExecutive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such deferral.Upon the expiration of the applicable deferral period, any compensation or benefits which wouldhave otherwise been paid during that period (whether in a single lump sum or in installments) inthe absence of this Section 10 shall be paid to Executive or Executive’s beneficiary in one lumpsum.11. **Repayment Provisions.**If the Company is required to prepare an accounting restatement due to its materialnoncompliance, as a result of the Executive’s misconduct, with any financial reporting requirementunder United States securities laws, then, and only if Section 304 of the Sarbanes-Oxley Act of2002, or a successor provision, is then in effect, the Company may require the Executive toreimburse the Employer for (i) any bonus or other incentive-based or equity-based compensationreceived by the Executive from the Employer during the 12-month period following the first publicissuance or filing with the Securities Exchange Commission (whichever first occurs) of thefinancial documents embodying such financial reporting requirement and (ii) any profits realizedfrom the sale of securities of Company during such 12-month period.12. **Miscellaneous Provisions.**(a) **Notice**. Notices and all other communications contemplated by this Agreement shall be inwriting and shall be deemed to have been duly given when personally delivered or when mailed byovernight courier, U.S. registered or certified mail, return receipt requested and postageprepaid. In the case of the Executive, mailed notices shall be addressed to her at the homeaddress that she most recently communicated to the Employer in writing. In the case of theEmployer, mailed notices shall be addressed to:   Attention: Presidentc/o: Suite 400 — 1001 West Broadway  Vancouver, British Columbia  CANADA, V6H 4B1  Telephone: 604-736-3678  Facsimile: 604-736-3687
 
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(b) **Modifications and Waivers**. No provision of this Agreement shall be modified, waived ordischarged unless the modification, waiver or discharge is agreed to in writing and signed by theExecutive and by an authorized officer of the Employer (other than the Executive). No waiver byeither party of any breach of, or of compliance with, any condition or provision of this Agreementby the other party shall be considered a waiver of any other condition or provision or of the samecondition or provision at another time.(c) **Whole Agreement**. Except for those agreements or plans referenced herein (includingwithout limitation any employee benefit plans of the Company in which the Executive is aparticipant in as of the Effective Date), this Agreement contains the entire understanding of theparties with respect to the subject matter hereof and supersedes any other agreements,representations or understandings (whether oral or written and whether express or implied) withrespect to the subject matter hereof. In the event of any conflict in terms between thisAgreement and any other agreement executed by and between the Executive and the Employer, theterms of this Agreement shall prevail and govern.(d) **Withholding Taxes**. All payments made under this Agreement shall be subject to reductionto reflect taxes or other charges required to be withheld by law.(e) **Reporting Requirements**. As the Executive is a Section 16 officer, the Company willassist the Executive and facilitate the Executive’s compliance with applicable Section 16reporting requirements.(f) **Choice of Law**. The validity, interpretation, construction and performance of thisAgreement shall be governed by the laws of the State of Washington (except their provisionsgoverning the choice of law).(g) **Severability; Blue-Penciling**. The invalidity or unenforceability of any provision orprovisions of this Agreement shall not affect the validity or enforceability of any otherprovision hereof, which shall remain in full force and effect. Furthermore, it is the intent,agreement and understanding of each party hereto that if, in any action before any court or agencylegally empowered to enforce this Agreement, any term, restriction, covenant or promise in thisAgreement is found to be unreasonable and for that or any other reason unenforceable, then suchterm, restriction, covenant or promise shall be deemed modified to the minimum extent necessary tomake it enforceable by such court or agency; provided further that any such court or agency shallhave the power to modify such provision, to the extent necessary to make it enforceable (for themaximum duration and geographic scope permissible), and such provision as so modified shall beenforced,(h) **Assignment**. The Employer may assign its rights under this Agreement to any entity thatexpressly in writing assumes the Employer’s obligations hereunder in connection with any sale ortransfer of all or substantially all of the Company’s assets to such entity.(i) **Counterparts**. This Agreement may be executed in two or more counterparts, each of whichshall be deemed an original, but all of which together shall constitute one and the sameinstrument.
 
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      **ONCOGENEX PHARMACEUTICALS, INC.** **CINDY JACOBS**   By:  /s/ PAT BRADY  Signed: /s/ CINDY JACOBS    Name: Pat Brady     Its: Director   
 
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