**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C.  20549**





**FORM
      10-Q**


**(Mark
                One)**ý
            
            **Quarterly
                report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934****For
                the quarterly period ended September 30, 2007
                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: 000-1412067**





**Oncothyreon
      Inc.**


(Exact
      Name of Registrant as Specified in Its Charter)





**Delaware**
            
            **26-0868560**(State
                or Other Jurisdiction of Incorporation or Organization)
            
            (I.R.S.
                Employer Identification Number)**110
                - 110th Avenue NE; Suite 685**
              **Bellevue,
                Washington**
            
            **98004**(Address
                of Principal Executive Offices)
            
            (Zip
                Code)





**(425) 450-0370**


(Registrant’s
      Telephone Number, Including Area Code)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended,
      during the preceding 12 months (or for such shorter period that the registrant
      was required to file such reports) and (2) has been subject to such filing
      requirements for the past 90 days.




xYes 
oNo




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. (See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Securities Exchange
      Act.)




Large
                Accelerated filer o
            Accelerated
                Filer o
            Non-
                Accelerated filer x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act): Yes  o  
No  x




As
      of November 13, 2007, the number of outstanding shares of the registrant’s
      common stock was nil.













**Oncothyreon
      Inc.**


**Form
      10-Q**


**September
      30, 2007**




**INDEX**


Part
                I    Financial InformationItem
                1.
            Financial
                Statements (unaudited)Condensed
                Balance Sheet as of September 30, 2007Condensed
                Statement of Operations and Accumulated Deficit - Period from
                incorporation, September 7, 2007 to September 30, 2007Condensed
                Statement of Cash Flows - Period from incorporation, September 7,
                2007 to
                September 30, 2007Notes
                to the Interim Condensed Financial StatementsItem
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                OperationsItem
                3.
            Quantitative
                and Qualitative Disclosures about Market RisksItem
                4.
            Controls
                and ProceduresPart
                II  Other InformationItem
                1.
            Legal
                Proceedings - not applicableItem
                1A.
            Risk
                FactorsItem
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds - not
                applicableItem
                3.
            Defaults
                Upon Senior Securities - not applicableItem
                4.
            Submission
                of Matters to a Vote of Security Holders - not applicableItem
                5.
            Other
                Information - not applicableItem
                6.
            ExhibitsSignatureIn
                this Form 10-Q, unless otherwise specified, all monetary amounts
                are in
                United States dollars, all references to “$” and “U.S. dollars” mean U.S.
                dollars and all references to “Cdn. $” mean Canadian
                dollars.







-2-







**PART
      I - FINANCIAL INFORMATION**




**Item
      1.  Financial Statements (unaudited)**




**ONCOTHYREON
      INC.**


**CONDENSED
      BALANCE SHEET**


As
      of September 30, 2007


(expressed
      in thousands of U.S. dollars)


(unaudited)





ASSETSTotal
                assets
            
            $
            -LIABILITIES
                AND CAPITAL DEFICIENCYLiabilitiesCurrentAccrued
                liabilities
            
            $
            7Class
                UA Preferred stock, 12,500 shares authorized, no shares issued and
                outstanding (Note 3)
            
            
            -Capital
                deficiencyPreferred
                stock, $0.0001 par value; 10,000,000 shares authorized, no sharesissued
                and outstanding (Note 3)
            
            
            -Common
                stock, $0.0001 par value; 100,000,000 shares authorized, no shares
                issuedand
                outstanding (Note 3)
            
            
            -Accumulated
                deficit
            
            
            (7
            )Total
                capital deficiency
            
            
            (7
            )Total
                liabilities and capital deficiency
            
            $
            -




See
      accompanying notes to the interim condensed financial statements.







-3-




**ONCOTHYREON
      INC.**


**CONDENSED
      STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT**


Period
      from incorporation, September 7, 2007 to September 30, 2007


(expressed
      in thousands of U.S. dollars)


(unaudited)





REVENUETotal
                revenue
            
            $
            -EXPENSESGeneral
                and administrative
            
            
            7Total
                expenses
            
            
            7NET
                LOSS
            
            
            (7
            )ACCUMULATED
                DEFICIT, beginning of period
            
            
            -ACCUMULATED
                DEFICIT, end of period
            
            $
            (7
            )




See
      accompanying notes to the interim condensed financial statements.







-4-




**ONCOTHYREON
      INC.**


**CONDENSED
      STATEMENT OF CASH FLOWS**


Period
      from incorporation, September 7, 2007 to September 30, 2007


(expressed
      in thousands of U.S. dollars)


(unaudited)





OPERATINGNet
                loss
            
            $
            (7
            )Net
                change in non-cash working capital balances from
                operationsAccrued
                liabilities
            
            
            7Total
                operating
            
            
            -CASH
                AND CASH EQUIVALENTS, beginning of period
            
            
            -CASH
                AND CASH EQUIVALENTS, end of period
            
            $
            -




See
      accompanying notes to the interim condensed financial statements.












-5-


**ONCOTHYREON
      INC.**


**NOTES
      TO INTERIM CONDENSED FINANCIAL STATEMENTS**


(expressed
      in thousands of U.S. dollars, except share amounts)


(unaudited)




1.           Incorporation
      and Basis of Presentation




Biomira
      Corporation, subsequently renamed Oncothyreon Inc. (“Oncothyreon” or the
“Company”) was incorporated under the Delaware General Corporation Law on
      September 7, 2007.  These unaudited interim condensed financial
      statements have been prepared using accounting principles generally accepted
      in
      the United States (“U.S. GAAP”) and the rules and regulations of the U.S.
      Securities and Exchange Commission (the “SEC”), for the preparation of interim
      financial information. They do not include all information and notes required
      by
      U.S. GAAP in the preparation of annual financial statements.




During
      the period from incorporation, September 7, 2007, to September 30, 2007, the
      Company has incurred nominal expenses relating to regulatory filing fees and
      incorporation costs.  The Company believes all adjustments necessary
      for a fair presentation of the results for the period presented have been made
      and all such adjustments were of a normal recurring nature.  The
      Company was formed to participate in a plan of arrangement described in note
      2.




2.           Plan
      of Arrangement




On
      September 12, 2007, Biomira Inc., a Canada Business Corporations Act
      corporation, announced that its board of directors approved a proposal to change
      its jurisdiction of incorporation from the federal jurisdiction of Canada to
      the
      State of Delaware in the United States through a plan of arrangement (the
“Reincorporation”).  Under the plan of arrangement, which is subject
      to approval by shareholders of Biomira Inc. and a Canadian court, Biomira Inc.
      will migrate to the United States by creating a holding corporation based in
      the
      State of Delaware, Oncothyreon, which will be the ultimate parent corporation
      of
      a successor corporation of the current Biomira Inc. and its
      subsidiaries.  Oncothyreon intends to establish its headquarters in or
      near Seattle, Washington.




Upon
      the completion of the proposed arrangement, holders of common shares of Biomira
      Inc. will receive one-sixth of a share of common stock of Oncothyreon in
      exchange for each common share of Biomira Inc., which will have the effect
      of a
      6 for 1 reverse stock split of Biomira Inc.’s outstanding common
      shares.  The holder of the 12,500 outstanding Biomira Inc. Class A
      preference shares will receive one share of Class UA Preferred Stock of
      Oncothyreon for each Biomira Inc. Class A preference share.




The
      transaction will be completed through a plan of arrangement, which will require
      the approval of two-thirds of the common and preference shares represented
      at a
      special meeting of Biomira Inc.’s shareholders, voting as a class. Such a
      meeting is expected to take place in Edmonton, Alberta, Canada following the
      distribution of a definitive proxy statement/prospectus contained as part of
      a
      registration statement filed with the SEC and receipt of an interim order with
      respect to the proposed plan of arrangement from the Alberta Court of Queen’s
      Bench (Note 4).  On September 12, 2007, Biomira Corporation filed a
      registration statement on Form S-4 with the SEC that includes a preliminary
      proxy statement/prospectus covering the proposed plan of arrangement and the
      common and preferred stock to be issued to Biomira Inc.’s shareholders in the
      plan of arrangement.


-6-









On
      September 27, 2007, Oncothyreon filed with the SEC Amendment No. 1 to Form
      S-4,
      in which the name Oncothyreon Inc. replaced the previously used name, Biomira
      Corporation.  The Reincorporation along with the name change will
      become effective upon shareholder and court approval of a plan of arrangement,
      following which Oncothyreon will become the ultimate parent corporation of
      a
      successor corporation of the current Biomira Inc. and its
      subsidiaries.




The
      Reincorporation represents a transaction among entities under common
      control.  Assets and liabilities transferred between entities under
      common control are accounted for at historical cost.  Accordingly, the
      assets and liabilities of Biomira Inc. will be reflected at their historical
      cost in the accounts of Oncothyreon.  Any Biomira Inc. shares that are
      acquired from dissenting shareholders will be treated as an acquisition of
      treasury stock at the amount paid for the shares.




3.           Share
      Capital




*Common
      Stock*




The
      holders of Oncothyreon’s common stock are entitled to receive such dividends or
      distributions as are lawfully declared on the Company’s common stock, to have
      notice of any authorized meeting of shareholders, and to exercise one vote
      for
      each share of Oncothyreon common stock on all matters which are properly
      submitted to a vote of the Company’s shareholders. As a Delaware corporation,
      the Company is subject to statutory limitations on the declaration and payment
      of dividends. In the event of a liquidation, dissolution or winding up of the
      Company, holders of Oncothyreon common stock have the right to a ratable portion
      of assets remaining after satisfaction in full of the prior rights of creditors,
      including holders of The Company’s indebtedness, all liabilities and the
      aggregate liquidation preferences of any outstanding shares of Oncothyreon
      preferred stock. The holders of Oncothyreon common stock have no conversion,
      redemption, preemptive or cumulative voting rights.




*Preferred
      Stock*




Shares
      of Oncothyreon preferred stock may be issued in one or more series from time
      to
      time by the Board of Directors of the Company, and the Board of Directors is
      expressly authorized to fix by resolution or resolutions the designations and
      the powers, preferences and rights, and the qualifications, limitations and
      restrictions thereof, of the shares of each series of preferred stock. Subject
      to the determination of the Board of Directors of the Company, the Oncothyreon
      preferred stock would generally have preferences over Oncothyreon common stock
      with respect to the payment of dividends and the distribution of assets in
      the
      event of the liquidation, dissolution or winding up of the Company.




*Class
      UA Preferred Stock*




The
      Company’s Class UA preferred stock would have the following rights, privileges,
      and limitations:




Voting:
      Each share of Class UA preferred stock will not be entitled to receive notice
      of, or to attend and vote at, any shareholder meeting unless the meeting is
      called to consider any matter in respect of which the holders of the shares
      of
      Class UA preferred stock would be entitled to vote separately as a class, in
      which case the holders of the shares of Class UA preferred stock shall be
      entitled to receive notice of and to attend and vote at such meeting. Amendments
      to the certificate of incorporation of Oncothyreon that would increase or
      decrease the par value of the Class UA preferred stock or alter or change the
      powers, preferences or special rights of the Class UA preferred stock so as
      to
      affect them adversely would require the approval of the holders of the Class
      UA
      preferred stock.


-7-




Conversion:
      The Class UA preferred stock is not convertible into shares of any other class
      of Oncothyreon capital stock.




Dividends:
      The holders of the shares of Class UA preferred stock will not be entitled
      to
      receive dividends.




Liquidation
      Preference: In the event of any liquidation, dissolution or winding up of
      Oncothyreon, the holders of the Class UA preferred stock will be entitled to
      receive, in preference to the holders of the Company’s common stock, an amount
      equal to the lesser of (a) 20% of the after tax profits (“net profits”),
      determined in accordance with generally accepted accounting principles, where
      relevant, consistently applied, for the period commencing at the end of the
      last
      completed financial year of Oncothyreon and ending on the date of the
      distribution of assets of the Company to its shareholders together with 20%
      of
      the net profits of Oncothyreon for the last completed financial year and (b)
      Cdn. $100 per share.




Redemption:
      Oncothyreon may, at its option and subject to the requirements of applicable
      law, redeem at any time the whole or from time to time any part of the
      then-outstanding shares of Class UA preferred stock for Cdn. $100 per share.
      The
      Company is required each year to redeem at Cdn. $100 per share that number
      of
      shares of Class UA preferred stock as is determined by dividing 20% of the
      net
      profits by Cdn.$100.




4.           Subsequent
      Event




On
      November 1, 2007, Biomira Inc. announced that it will hold a special
      meeting of shareholders on December 4, 2007.  The meeting will
      consider a special resolution to approve the Reincorporation.  Holders
      of common shares and preference shares as of the close of business on October
      24, 2007, are entitled to receive notice of and to vote at the special
      meeting.  A proxy statement/prospectus in connection with the
      solicitation of proxies for the special meeting is expected to be mailed to
      shareholders no later than November 13, 2007.  The special meeting is
      taking place pursuant to an interim order of the Alberta Court of Queen’s Bench
      dated October 29, 2007.




On
      October 29, 2007, Oncothyreon filed with the SEC Amendment No. 2 to
      Form S-4, which was declared effective by the SEC on October 31,
      2007.  A post-effective amendment to Form S-4 was filed on
      November 7, 2007.  If the shareholders approve the
      Reincorporation and the Alberta Court of Queen’s Bench issues a final order
      approving the Reincorporation, Biomira Inc. currently estimates that the
      transactions contemplated by the Reincorporation should be completed on or
      about
      December 10, 2007.  Oncothyreon intends to trade on the Nasdaq
      National Market under the symbol “ONTY” and on the Toronto Stock Exchange under
      the symbol “ONY”




**Item
      2.  Management’s Discussion and Analysis of Financial Condition and
      Results of Operations.**




*The
      information in this Item 2 - “Management’s Discussion and Analysis of Financial
      Condition and Results of Operations” contains forward-looking statements,
      including, without limitation, statements regarding the proposed corporate
      migration and the expected impact of the arrangement with Biomira
      Inc.  These forward-looking statements are subject to certain risks
      and uncertainties that could cause actual results to differ materially from
      those anticipated in the forward-looking statements.  Factors that
      might cause such a difference include, but are not limited to, those discussed
      in our registration statement on Form S-4, as amended, which was declared
      effective by the SEC on October 31, 2007, “Risk Factors,” and in Part II,
      Item 1A of this report.*


-8-




**Corporate
      Migration**




Oncothyreon
      Inc. (formerly known as Biomira Corporation) was formed for the purpose of
      effecting the proposed corporate migration of Biomira Inc., a Canada
      Business Corporations Act corporation, pursuant to a plan of arrangement
      implemented under Canadian law.  Under the plan of arrangement,
      Biomira Inc. will migrate to the United States by creating a holding
      corporation, Oncothyreon Inc., a Delaware corporation.  Upon the
      completion of the corporate migration, Oncothyreon Inc. will become the ultimate
      successor corporation of Biomira Inc. and its subsidiaries.




**Item
      3.  Qualitative and Quantitative Disclosures about Market
      Risks.**




Not
      applicable as the Company has conducted no business operations as of September
      30, 2007.




**Item
      4.  Controls and Procedures.**




We
      were incorporated on September 7, 2007 in order to become the successor
      corporation to Biomira Inc., a Canada Business Corporations Act corporation,
      in
      connection with its corporate migration from Canada to the United
      States.  Since our formation, we have not conducted any activities
      other than those incidental to our formation and the filing of a registration
      statement in connection with the proposed corporate
      migration.  Accordingly, as of September 30, 2007, we have no
      employees (other than officers), no active operations, no assets and have issued
      no securities.  Disclosure controls and procedures have been designed
      consistent with our current non-operational status.




We
      have performed an evaluation under the supervision and with the participation
      of
      management, including our chief executive officer and chief financial officer,
      of the effectiveness of our disclosure controls and procedures (as defined
      in
      Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
      amended (the “Exchange Act”)).  Based on that evaluation, our
      management, including our chief executive officer and chief financial officer,
      concluded that, as of the end of the period covered by this report, our
      disclosure controls and procedures were effective to provide reasonable
      assurance that information required to be disclosed in reports filed or
      submitted by us under the Exchange Act is recorded, processed, summarized and
      reported in a timely fashion and that such information is accumulated and
      communicated to them so as to allow timely decisions regarding required
      disclosure.




During
      the period from inception of Oncothyreon, September 7, 2007, through the end
      of
      the fiscal quarter covered by this report, September 30, 2007, there were no
      changes in our internal controls over financial reporting that have materially
      affected, or are reasonably likely to materially affect, our internal controls
      over financial reporting.




In
      the future, we will be required to comply with Section 404 of the
      Sarbanes-Oxley Act of 2002.  We believe we will have adequate
      resources and expertise, both internal and external, in place to meet this
      requirement.  However, there is no guarantee that our efforts will
      result in a management assurance, or an attestation by our independent auditors,
      that internal controls over financial reporting were adequate.







-9-







**PART
      II - OTHER INFORMATION**




**Item
      1A.  Risk Factors.**




*The
      following risks relate to the business currently conducted by Biomira
      Inc.  In connection with the proposed corporate migration, such
      business will become the business of Oncothyreon Inc. upon the consummation
      of
      the arrangement.  The use of terms such as “we,” “us,” and “our” in
      the following risk factors refer to Biomira Inc. and Oncothyreon
      Inc.*




***The
      proposed arrangement will result in additional direct and indirect costs even
      if
      it is not completed.***




The
      arrangement will result in additional direct costs. In connection with the
      arrangement, we will become a United States domestic reporting issuer earlier
      than may have been required if we had not effected the arrangement, and we
      will
      also continue our status and incur costs as a Canadian reporting issuer. We
      will
      also incur additional costs and expenses of having to comply with United States
      securities laws as a domestic issuer. In addition, we will incur legal fees,
      accountants’ fees, filing fees, mailing expenses and financial printing expenses
      in connection with the arrangement. The arrangement may also result in certain
      indirect costs by diverting attention of our management and employees from
      our
      business with resulting increased administrative costs and expenses. We have
      a
      limited amount of cash reserves, and the cost of the arrangement may divert
      reserves that are otherwise necessary to execute on our business
      strategy.




***The
      anticipated benefits of the arrangement may not be
      realized.***




We
      believe that the arrangement will provide significant benefits for our company
      and our shareholders over the long-term, by, among other things, enhancing
      our
      access to United States capital markets and improving our ability to recruit
      qualified employees. However, we may not realize these anticipated benefits.
      If
      we do not, we will have expended considerable resources and management efforts
      in completing the arrangement without benefiting the company or our
      shareholders. Such expenditure of time and resources would adversely affect
      our
      business, operating results, and financial condition if the anticipated benefits
      are not achieved.




***Our
      common stock may become ineligible for listing on the NASDAQ Global Market,
      which would materially adversely affect the liquidity and price of our common
      stock.***




Biomira’s
      common shares are currently listed in the United States on the NASDAQ Global
      Market.  Oncothyreon intends to apply for substitute listing on the
      NASDAQ Global Market effective on the completion of the arrangement under the
      proposed symbol ONTY, and assuming the application is approved, it is expected
      that the Oncothyreon shares will commence trading on the NASDAQ Global Market
      immediately after the arrangement is completed.  Biomira’s and, if the
      arrangement is approved, Oncothyreon’s continued listing is contingent on
      meeting specific quantitative standards, including a minimum closing bid price
      of $1.00.  Although we expect the effective reverse split contemplated
      by the arrangement will result in Oncothyreon shares trading at a higher price
      per share than the Biomira common shares, we cannot provide assurances that
      this
      will occur or that the resulting trading price will, immediately after the
      arrangement or at any time in the future, result in Oncothyreon’s being able to
      satisfy the continued listing requirements of the NASDAQ Global
      Market.  Either Biomira or Oncothyreon could be unable to meet these
      requirements in the future, particularly if either company’s common shares fail
      to trade at or above $1.00 per share for an extended period of
      time.  On November 2, 2007, we received a letter from The Nasdaq Stock
      Market, Inc., which we refer to as Nasdaq, notifying Biomira that for the 30
      consecutive trading days preceding the date of the letter, the bid price of
      Biomira’s common stock had closed below the $1.00 per share minimum required for
      continued inclusion on the NASDAQ Global Market pursuant to Nasdaq Marketplace
      Rule 4450(a)(5).  Our stock must achieve a minimum closing bid price
      of at least $1.00 for at least 10 consecutive business days within the 180
      calendar days thereafter, or else we may be delisted from the NASDAQ Global
      Market.




-10-




If
      either Oncothyreon’s common stock or Biomira’s common shares become ineligible
      for listing on the NASDAQ Global Market, and is thereafter traded only on the
      over-the-counter market or potentially on the NASDAQ Capital Market, our
      stockholders’ ability to purchase and sell Oncothyreon’s common stock or
      Biomira’s common shares could be less orderly and efficient and more
      costly.  Furthermore, a delisting of Oncothyreon’s common stock or
      Biomira’s common shares could have a materially adverse impact on our business
      operations by damaging our general business reputation, impairing our ability
      to
      obtain additional capital, reducing the incentives that equity ownership is
      intended to provide to our employees, and causing a loss of confidence by
      investors, suppliers and employees.  As a result of the negative
      impact on the liquidity of our equity securities and on our business, a
      delisting would also likely decrease the market price of our equity securities
      and increase the volatility of our stock price.




***Our
      near-term success is highly dependent on the success of our lead product
      candidate, Stimuvax, and we cannot be certain that it will receive regulatory
      approval or be successfully commercialized.***




Our
      lead product candidate, Stimuvax, is currently being evaluated in a Phase 3
      clinical trial for the treatment of non-small cell lung cancer, or NSCLC, and
      will require the successful completion of this and possibly other clinical
      trials before submission of a biologic license application, or BLA, or its
      foreign equivalent for approval. This process can take many years and require
      the expenditure of substantial resources. Pursuant to our agreement with Merck
      KGaA of Darmstadt, Germany, or Merck KGaA, Merck KGaA is responsible for the
      regulatory approval process and any subsequent commercialization of Stimuvax.
      Merck KGaA may not advance the development and commercialization of Stimuvax
      as
      quickly as we would hope. Clinical trials involving the number of sites and
      patients required for Food and Drug Administration, or FDA, approval of Stimuvax
      may not be successfully completed. If these clinical trials fail to demonstrate
      that Stimuvax is safe and effective, it will not receive regulatory approval.
      Even if Stimuvax receives regulatory approval, it may never be successfully
      commercialized. If Stimuvax does not receive regulatory approval or is not
      successfully commercialized, we may not be able to generate revenue, become
      profitable or continue our operations. Any failure of Stimuvax to receive
      regulatory approval or be successfully commercialized would have a material
      adverse effect on our business, operating results, and financial condition
      and
      could result in a substantial decline in the price of our common
      stock.




***Stimuvax
      and our other vaccine product candidates are based on novel technologies, which
      may raise new regulatory issues that could delay or make FDA approval more
      difficult.***




The
      process of obtaining required FDA and other regulatory approvals, including
      foreign approvals, is expensive, often takes many years and can vary
      substantially based upon the type, complexity and novelty of the products
      involved. Stimuvax and our other vaccine therapies are novel; therefore,
      regulatory agencies may lack experience with them, which may lengthen the
      regulatory review process, increase our development costs and delay or prevent
      commercialization of Stimuvax and our other active vaccine products under
      development.




To
      date, the FDA has not approved for commercial sale in the United States any
      active vaccine designed to stimulate an immune response against cancer.
      Consequently, there is no precedent for the successful commercialization of
      products based on our technologies in this area.




-11-




***We
      have a history of net losses, we anticipate additional losses and we may never
      become profitable.***




We
      have incurred net losses in each fiscal year since we commenced our research
      activities in 1985. Our losses have resulted primarily from expenses incurred
      in
      research and development of our product candidates. We do not know when or
      if we
      will complete our product development efforts, receive regulatory approval
      for
      any of our product candidates, or successfully commercialize any approved
      products. As a result, it is difficult to provide the extent of any future
      losses or the time required to achieve profitability, if at all. Any failure
      of
      our products to complete successful clinical trials and obtain regulatory
      approval and any failure to become and remain profitable would adversely affect
      the price of our common stock and our ability to raise capital and continue
      operations.




***If
      we fail to obtain additional financing when needed, we may be unable to complete
      the development, regulatory approval and commercialization of our product
      candidates.***




We
      have expended and continue to expend substantial funds in connection with our
      product development activities and clinical trials and regulatory approvals.
      Funds generated from our operations will be insufficient to enable us to bring
      all of our products currently under development to commercialization.
      Accordingly, we expect to need to raise additional funds from the sale of our
      securities in order to finance the commercialization of our product candidates.
      The sale of our securities or the expectation that we will sell additional
      securities may have an adverse effect on the trading price of our common stock.
      Further, we cannot be certain that additional financing will be available when
      and as needed or, if available, that it will be available on acceptable terms.
      If adequate financing is not available, we may need to reduce or eliminate
      our
      expenditures for research and development, testing, production and marketing
      for
      some of our product candidates. Our actual capital requirements will depend
      on
      numerous factors, including:




•
      our commercialization activities and arrangements;





•
      the progress of our research and development programs;





•
      the progress of our pre-clinical and clinical testing;





•
      the time and cost involved in obtaining regulatory approvals for our product
      candidates;





•
      the cost of filing, prosecuting, defending and enforcing any patent claims
      and
      other intellectual property rights with respect to our intellectual
      property;





•
      the effect of competing technological and market developments;





•
      the effect of changes and developments in our existing collaborative, licensing
      and other relationships; and





•
      the terms of any new collaborative, licensing and other arrangements that we
      may
      establish.




We
      may not be able to secure sufficient financing on acceptable terms. If we
      cannot, we may need to delay, reduce or eliminate some or all of our research
      and development programs, any of which would be expected to have a material
      adverse effect on our business, operating results, and financial
      condition.




-12-




***There
      is no assurance that we will be granted regulatory approval for any of our
      product candidates.***




Merck
      KGaA is currently testing our lead product candidate, Stimuvax, in an ongoing
      Phase 3 clinical trial for the treatment of NSCLC. PX-12 is currently in a
      Phase
      2 clinical trial for pancreatic cancer, and we have recently initiated a Phase
      1
      clinical trial for PX-478. All of our other product candidates remain in the
      pre-clinical testing stages. The results from pre-clinical testing and clinical
      trials that we have completed may not be predictive of results in future
      pre-clinical tests and clinical trials, and there can be no assurance that
      we
      will demonstrate sufficient safety and efficacy to obtain the requisite
      regulatory approvals. A number of companies in the biotechnology and
      pharmaceutical industries, including Biomira, have suffered significant setbacks
      in advanced clinical trials, even after promising results in earlier trials.
      Regulatory approval may not be obtained for any of our product candidates.
      If
      our product candidates are not shown to be safe and effective in clinical
      trials, the resulting delays in developing other product candidates and
      conducting related pre-clinical testing and clinical trials, as well as the
      potential need for additional financing, would have a material adverse effect
      on
      our business, financial condition and results of operations.




***We
      are dependent upon our collaborative relationship with Merck KGaA to develop
      and
      commercialize our lead product candidate, Stimuvax.***




Under
      our collaboration with Merck KGaA for our lead product candidate, Stimuvax,
      Merck KGaA is responsible for the development and worldwide commercialization
      of
      Stimuvax and the costs associated with such development and commercialization.
      We are obligated to manufacture clinical supplies, and if Stimuvax is approved,
      commercial supplies of the product, and Merck KGaA is obligated to purchase
      such
      supplies from us. Any future payments, including royalties to us, will depend
      on
      the extent to which Merck KGaA advances Stimuvax through development and
      commercialization. With respect to control over decisions and responsibilities,
      the collaboration provides for a steering committee, consisting of
      representatives of Merck KGaA and us. Ultimate decision-making authority as
      to
      most matters within the collaboration, however, is vested in Merck KGaA, with
      the exception of matters relating to manufacturing with respect to which we
      have
      ultimate decision-making authority. Merck KGaA has the right to terminate the
      collaboration agreement, upon 30 days' written notice, if, in Merck KGaA's
      reasonable judgment, Merck KGaA determines that there are issues concerning
      the
      safety or efficacy of Stimuvax which materially adversely affect Stimuvax's
      medical, economic or competitive viability, provided that if Biomira does not
      agree with such determination Biomira has the right to cause the matter to
      be
      submitted to binding arbitration. Our ability to receive any significant revenue
      from Stimuvax is dependent on the efforts of Merck KGaA. If Merck KGaA fails
      to
      fulfill its obligations under this agreement, we would need to obtain the
      capital necessary to fund the development and commercialization of Stimuvax
      or
      enter into alternative arrangements with a third party. We could also become
      involved in disputes with Merck KGaA, which could lead to delays in or
      termination of our development and commercialization of Stimuvax and
      time-consuming and expensive litigation or arbitration. If Merck KGaA terminates
      or breaches its agreement with us, or otherwise fails to complete its
      obligations in a timely manner, the chances of successfully developing or
      commercializing Stimuvax would be materially and adversely
      affected.




***We currently rely on third party manufacturers to supply
      our product candidates, which could delay or prevent the clinical development
      and commercialization of our product candidates.***




We
      currently depend on a single manufacturer, Baxter International Inc., or
      Baxter, for the supply of our lead product candidate, Stimuvax, and on Corixa
      Corp. (now part of GlaxoSmithKline plc, or GSK) for the manufacture of the
      adjuvant in Stimuvax. We also currently depend on other manufacturers for
      certain other biopharmaceutical components of Stimuvax and for the manufacture
      of our small molecule product candidates. Any disruption in production,
      inability of these third party manufacturers to produce adequate quantities
      to
      meet our needs or other impediments with respect to development or manufacturing
      could adversely affect our ability to continue our research and development
      activities or successfully complete pre-clinical studies and clinical trials,
      delay submissions of our regulatory applications or adversely affect our ability
      to commercialize our product candidates in a timely manner, or at
      all.




-13-




For
      example, if Stimuvax is not approved by 2011, Corixa/GSK may terminate its
      obligation to supply the adjuvant to us. In this case, we would retain the
      necessary licenses from Corixa/GSK required to have the adjuvant manufactured
      for us, but the transfer of the process to a third party would delay the
      development and commercialization of Stimuvax, which would materially harm
      our
      business.




Our
      product candidates have not yet been manufactured on a commercial scale. In
      order to commercialize a product candidate, the third party manufacturer may
      need to increase its manufacturing capacity, which may require the manufacturer
      to fund capital improvements to support the scale up of manufacturing and
      related activities. We may be required to provide all or a portion of these
      funds. The third party manufacturer may not be able to successfully increase
      its
      manufacturing capacity for our product candidate for which we obtain marketing
      approval in a timely or economic manner, or at all. If any manufacturer is
      unable to provide commercial quantities of a product candidate, we will need
      to
      successfully transfer manufacturing technology to a new manufacturer. Engaging
      a
      new manufacturer for a particular product candidate could require us to conduct
      comparative studies or utilize other means to determine equivalence between
      product candidates manufactured by a new manufacturer and those previously
      manufactured by the existing manufacturer, which could delay or prevent our
      ability to commercialize our product candidates. If any of these manufacturers
      is unable or unwilling to increase its manufacturing capacity or if we are
      unable to establish alternative arrangements on a timely basis or on acceptable
      terms, the development and commercialization of our product candidates may
      be
      delayed or there may be a shortage in supply.




Any
      manufacturer of our products must comply with current Good Manufacturing
      Practices, or cGMP, requirements enforced by the FDA through its facilities
      inspection program or by foreign regulatory agencies. These requirements include
      quality control, quality assurance and the maintenance of records and
      documentation. Manufacturers of our products may be unable to comply with these
      cGMP requirements and with other FDA, state and foreign regulatory requirements.
      We have little control over our manufacturers' compliance with these regulations
      and standards. A failure to comply with these requirements may result in fines
      and civil penalties, suspension of production, suspension or delay in product
      approval, product seizure or recall, or withdrawal of product approval. If
      the
      safety of any quantities supplied is compromised due to our manufacturers'
      failure to adhere to applicable laws or for other reasons, we may not be able
      to
      obtain regulatory approval for or successfully commercialize our
      products.




***The
      continuing threat of terrorist attacks on the United States and current concern
      regarding the possibility of further chemical/biological terrorist threats
      could
      interfere with the manufacturing and distribution of our product
      candidates.***




Certain
      ingredients of our product candidates are manufactured by third parties in
      the
      United States or other countries who ship these ingredients to third party
      manufacturing locations, which currently are in the United States. The
      continuing threat of terrorist attacks on the United States and current concern
      regarding the possibility of further chemical/biological terrorist threats
      have
      resulted in increased scrutiny of shipments of many materials into the United
      States from Canada and abroad. As a consequence, it is possible that there
      could
      be delays in the shipment of the components and materials made outside the
      United States and shipped to the manufacturing locations in the United States,
      or in the reshipment from within the United States to our Canadian locations
      and
      to Merck KGaA for distribution within and outside the United
      States.




***Any
      failure or delay in commencing or completing clinical trials for our product
      candidates could severely harm our business.***




Each
      of our product candidates must undergo extensive pre-clinical studies and
      clinical trials as a condition to regulatory approval. Pre-clinical studies
      and
      clinical trials are expensive and take many years to complete. The commencement
      and completion of clinical trials for our product candidates may be delayed
      by
      many factors, including:




-14-


•
      our or our collaborators' ability to obtain regulatory approval to commence
      a
      clinical trial;





•
      our or our collaborators' ability to manufacture or obtain from third parties
      materials sufficient for use in pre-clinical studies and clinical
      trials;





•
      delays in patient enrollment and variability in the number and types of patients
      available for clinical trials;





•
      poor effectiveness of product candidates during clinical trials;





•
      unforeseen safety issues or side effects;





•
      governmental or regulatory delays and changes in regulatory requirements, policy
      and guidelines; and





•
      varying interpretation of data by the FDA and similar foreign regulatory
      agencies.




It
      is possible that none of our product candidates will complete clinical trials
      in
      any of the markets in which we and/or our collaborators intend to sell those
      product candidates. Accordingly, we and/or our collaborators may not receive
      the
      regulatory approvals necessary to market our product candidates. Any failure
      or
      delay in commencing or completing clinical trials or obtaining regulatory
      approvals for product candidates would prevent or delay their commercialization
      and severely harm our business and financial condition.




***The
      failure to enroll patients for clinical trials may cause delays in developing
      our product candidates.***




We
      may encounter delays if we or our collaboration partners are unable to enroll
      enough patients to complete clinical trials. Patient enrollment depends on
      many
      factors, including, the size of the patient population, the nature of the
      protocol, the proximity of patients to clinical sites and the eligibility
      criteria for the trial. Moreover, when one product candidate is evaluated in
      multiple clinical trials simultaneously, patient enrollment in ongoing trials
      can be adversely affected by negative results from completed trials. Our product
      candidates are focused in oncology, which can be a difficult patient population
      to recruit.




***We
      rely on third parties to conduct our clinical trials. If these third parties
      do
      not perform as contractually required or otherwise expected, we may not be
      able
      to obtain regulatory approval for or be able to commercialize our product
      candidates.***




We
      rely on third parties, such as contract research organizations, medical
      institutions, clinical investigators and contract laboratories, to assist in
      conducting our clinical trials. We have, in the ordinary course of business,
      entered into agreements with these third parties. Nonetheless, we are
      responsible for confirming that each of our clinical trials is conducted in
      accordance with its general investigational plan and protocol. Moreover, the
      FDA
      and foreign regulatory agencies require us to comply with regulations and
      standards, commonly referred to as good clinical practices, for conducting,
      recording and reporting the results of clinical trials to assure that data
      and
      reported results are credible and accurate and that the trial participants
      are
      adequately protected. Our reliance on third parties does not relieve us of
      these
      responsibilities and requirements. If these third parties do not successfully
      carry out their contractual duties or regulatory obligations or meet expected
      deadlines, if the third parties need to be replaced or if the quality or
      accuracy of the data they obtain is compromised due to the failure to adhere
      to
      our clinical protocols or regulatory requirements or for other reasons, our
      pre-clinical development activities or clinical trials may be extended, delayed,
      suspended or terminated, and we may not be able to obtain regulatory approval
      for our product candidates.




-15-




***Even
      if regulatory approval is received for our product candidates, the later
      discovery of previously unknown problems with a product, manufacturer or
      facility may result in restrictions, including withdrawal of the product from
      the market.***




Approval
      of a product candidate may be conditioned upon certain limitations and
      restrictions as to the drug's use, or upon the conduct of further studies,
      and
      may be subject to continuous review. After approval of a product, if any, there
      will be significant ongoing regulatory compliance obligations, and if we or
      our
      collaborators fail to comply with these requirements, we and/or our
      collaborators could be subject to penalties, including:




•
      warning letters;





•
      fines;





•
      product recalls;





•
      withdrawal of regulatory approval;





•
      operating restrictions;





•
      disgorgement of profits;





•
      injunctions; and





•
      criminal prosecution.




Regulatory
      agencies may require us or our collaborators to delay, restrict or discontinue
      clinical trials on various grounds, including a finding that the subjects or
      patients are being exposed to an unacceptable health risk. In addition, we
      or
      our collaborators may be unable to submit applications to regulatory agencies
      within the time frame we currently expect. Once submitted, applications must
      be
      approved by various regulatory agencies before we or our collaborators can
      commercialize the product described in the application. All statutes and
      regulations governing the conduct of clinical trials are subject to change
      in
      the future, which could affect the cost of such clinical trials. Any
      unanticipated costs or delays in our clinical studies could delay our ability
      to
      generate revenues and harm our financial condition and results of
      operations.




***Failure
      to obtain regulatory approval in foreign jurisdictions would prevent us from
      marketing our products internationally.***




We
      intend to have our product candidates marketed outside the United States. In
      order to market our products in the European Union and many other non-U.S.
      jurisdictions, we must obtain separate regulatory approvals and comply with
      numerous and varying regulatory requirements. To date, we have not filed for
      marketing approval for any of our product candidates and may not receive the
      approvals necessary to commercialize our product candidates in any market.
      The
      approval procedure varies among countries and can involve additional testing
      and
      data review. The time required to obtain foreign regulatory approval may differ
      from that required to obtain FDA approval. The foreign regulatory approval
      process may include all of the risks associated with obtaining FDA approval.
      We
      may not obtain foreign regulatory approvals on a timely basis, if at all.
      Approval by the FDA does not ensure approval by regulatory agencies in other
      countries, and approval by one foreign regulatory authority does not ensure
      approval by regulatory agencies in other foreign countries or by the FDA.
      However, a failure or delay in obtaining regulatory approval in one jurisdiction
      may have a negative effect on the regulatory approval process in other
      jurisdictions, including approval by the FDA. The failure to obtain regulatory
      approval in foreign jurisdictions could harm our business.




-16-




***Our
      product candidates may never achieve market acceptance even if we obtain
      regulatory approvals.***




Even
      if we receive regulatory approvals for the commercial sale of our product
      candidates, the commercial success of these product candidates will depend
      on,
      among other things, their acceptance by physicians, patients, third party payors
      such as health insurance companies and other members of the medical community
      as
      a therapeutic and cost-effective alternative to competing products and
      treatments. If our product candidates fail to gain market acceptance, we may
      be
      unable to earn sufficient revenue to continue our business. Market acceptance
      of, and demand for, any product that we may develop and commercialize will
      depend on many factors, including:




•
      our ability to provide acceptable evidence of safety and efficacy;





•
      the prevalence and severity of adverse side effects;





•
      availability, relative cost and relative efficacy of alternative and competing
      treatments;





•
      the effectiveness of our marketing and distribution strategy;





•
      publicity concerning our products or competing products and treatments;
      and





•
      our ability to obtain sufficient third party insurance coverage or
      reimbursement.




If
      our product candidates do not become widely accepted by physicians, patients,
      third party payors and other members of the medical community, our business,
      financial condition and results of operations would be materially and adversely
      affected.




***If
      we are unable to obtain, maintain and enforce our proprietary rights, we may
      not
      be able to compete effectively or operate profitably.***




Our
      success is dependent in part on obtaining, maintaining and enforcing our patents
      and other proprietary rights and will depend in large part on our ability
      to:




•
      obtain patent and other proprietary protection for our technology, processes
      and
      product candidates;





•
      defend patents once issued;





•
      preserve trade secrets; and





•
      operate without infringing the patents and proprietary rights of third
      parties.




As
      of September 30, 2007, we owned approximately 28 United States and corresponding
      foreign patents and patent applications and held exclusive or partially
      exclusive licenses to over 21 United States and corresponding foreign patents
      and patent applications. The degree of future protection for our proprietary
      rights is uncertain. For example:






-17-




•
      we might not have been the first to make the inventions covered by any of our
      patents, if issued, or our pending patent applications;





•
      we might not have been the first to file patent applications for these
      inventions;





•
      others may independently develop similar or alternative technologies or products
      and/or duplicate any of our technologies and/or products;





•
      it is possible that none of our pending patent applications will result in
      issued patents or, if issued, these patents may not be sufficient to protect our
      technology or provide us with a basis for commercially-viable products and
      may
      not provide us with any competitive advantages;





•
      if our pending applications issue as patents, they may be challenged by third
      parties as not infringed, invalid or unenforceable under U.S. or foreign
      laws;





•
      if issued, the patents under which we hold rights may not be valid or
      enforceable; or





•
      we may develop additional proprietary technologies that are not patentable
      and
      which may not be adequately protected through trade secrets, if for example
      a
      competitor were to independently develop duplicative, similar or alternative
      technologies.




The
      patent position of biotechnology and pharmaceutical firms is highly uncertain
      and involves many complex legal and technical issues. There is no clear policy
      involving the breadth of claims allowed in patents or the degree of protection
      afforded under patents. Although we believe our potential rights under patent
      applications provide a competitive advantage, it is possible that patent
      applications owned by or licensed to us will not result in patents being issued,
      or that, if issued, the patents will not give us an advantage over competitors
      with similar products or technology, nor can we assure you that we can obtain,
      maintain and enforce all ownership and other proprietary rights necessary to
      develop and commercialize our product candidates. For example, PX-12 was
      described in a publication over a year before the earliest priority date of
      a
      patent application covering PX-12 in the United States. Therefore, claims to
      the
      PX-12 composition cannot be obtained in the U.S. or in a foreign country.
      Similarly, claims covering the composition of PX-478 were only filed in the
      U.S.
      and Canada, which will prevent us from being able to obtain claims covering
      the
      composition of PX-478 in other foreign jurisdictions, including
      Europe.




Even
      if any or all of our patent applications issue as patents, others may challenge
      the validity, inventorship, ownership, enforceability or scope of our patents
      or
      other technology used in or otherwise necessary for the development and
      commercialization of our product candidates. Further, in the future, any such
      challenge may not be successful. Moreover, the cost of litigation to uphold
      the
      validity of patents to prevent infringement or to otherwise protect our
      proprietary rights can be substantial. If the outcome of litigation is adverse
      to us, third parties may be able to use the challenged technologies without
      payment to us. There is no assurance that our patents, if issued, will not
      be
      infringed or successfully avoided through design innovation. Intellectual
      property lawsuits are expensive and would consume time and other resources,
      even
      if the outcome were successful. In addition, there is a risk that a court would
      decide that our patents, if issued, are not valid and that we do not have the
      right to stop the other party from using the inventions. There is also the
      risk
      that, even if the validity of a patent were upheld, a court would refuse to
      stop
      the other party from using the inventions, including on the ground that its
      activities do not infringe that patent. If any of these events were to occur,
      our business, financial condition and results of operations would be materially
      and adversely effected.






-18-


In
      addition to the intellectual property and other rights described above, we
      also
      rely on unpatented technology, trade secrets, trademarks and confidential
      information, particularly when we do not believe that patent protection is
      appropriate or available. However, trade secrets are difficult to protect and
      it
      is possible that others will independently develop substantially equivalent
      information and techniques or otherwise gain access to or disclose our
      unpatented technology, trade secrets and confidential information. We require
      each of our employees, consultants and advisors to execute a confidentiality
      and
      invention assignment agreement at the commencement of an employment or
      consulting relationship with us. However, it is possible that these agreements
      will not provide effective protection of our confidential information or, in
      the
      event of unauthorized use of our intellectual property or the intellectual
      property of third parties, provide adequate or effective remedies or
      protection.




If
      our vaccine technology or our product candidates, including Stimuvax, conflict
      with the rights of others, we may not be able to manufacture or market our
      product candidates, which could have a material and adverse effect on us and
      on
      our collaboration with Merck KGaA.




Issued
      patents held by others may limit our ability to develop commercial products.
      All
      issued patents are entitled to a presumption of validity under the laws of
      the
      United States. If we need licenses to such patents to permit us to develop
      or
      market our product candidates, we may be required to pay significant fees or
      royalties, and we cannot be certain that we would be able to obtain such
      licenses on commercially reasonable terms, if at all. Competitors or third
      parties may obtain patents that may cover subject matter we use in developing
      the technology required to bring our products to market, that we use in
      producing our products, or that we use in treating patients with our products.
      We know that others have filed patent applications in various jurisdictions
      that
      relate to several areas in which we are developing products. Some of these
      patent applications have already resulted in the issuance of patents and some
      are still pending. We may be required to alter our processes or product
      candidates, pay licensing fees or cease activities. Certain parts of our vaccine
      technology, including the MUC1 antigen, originated from third party sources.
      These third party sources include academic, government and other research
      laboratories, as well as the public domain. If use of technology incorporated
      into or used to produce our product candidates is challenged, or if our
      processes or product candidates conflict with patent rights of others, third
      parties could bring legal actions against us, in Europe, the United States
      and
      elsewhere, claiming damages and seeking to enjoin manufacturing and marketing
      of
      the affected products. Additionally, it is not possible to predict with
      certainty what patent claims may issue from pending applications. In the United
      States, for example, patent prosecution can proceed in secret prior to issuance
      of a patent. As a result, third parties may be able to obtain patents with
      claims relating to our product candidates which they could attempt to assert
      against us. Further, as we develop our products, third parties may assert that
      we infringe the patents currently held or licensed by them and it is difficult
      to provide the outcome of any such action.




There
      has been significant litigation in the biotechnology industry over patents
      and
      other proprietary rights and if we become involved in any litigation, it could
      consume a substantial portion of our resources, regardless of the outcome of
      the
      litigation. If these legal actions are successful, in addition to any potential
      liability for damages, we could be required to obtain a license, grant
      cross-licenses and pay substantial royalties in order to continue to manufacture
      or market the affected products.




There
      is no assurance that we would prevail in any legal action or that any license
      required under a third party patent would be made available on acceptable terms
      or at all. Ultimately, we could be prevented from commercializing a product,
      or
      forced to cease some aspect of our business operations, as a result of claims
      of
      patent infringement or violation of other intellectual property rights, which
      could have a material and adverse effect on our business, financial condition
      and results of operations.




-19-




***If
      any products we develop become subject to unfavorable pricing regulations,
      third
      party reimbursement practices or healthcare reform initiatives, our ability
      to
      successfully commercialize our products will be
      impaired.***




Our
      future revenues, profitability and access to capital will be affected by the
      continuing efforts of governmental and private third party payors to contain
      or
      reduce the costs of health care through various means. We expect a number of
      federal, state and foreign proposals to control the cost of drugs through
      government regulation. We are unsure of the form that any health care reform
      legislation may take or what actions federal, state, foreign and private payors
      may take in response to the proposed reforms. Therefore, it is difficult to
      provide the effect of any implemented reform on our business. Our ability to
      commercialize our products successfully will depend, in part, on the extent
      to
      which reimbursement
      for the cost of such products and related treatments will be available from
      government health administration authorities, such as Medicare and Medicaid
      in
      the United States, private health insurers and other organizations. Significant
      uncertainty exists as to the reimbursement status of newly approved health
      care
      products, particularly for indications for which there is no current effective
      treatment or for which medical care typically is not sought. Adequate third
      party coverage may not be available to enable us to maintain price levels
      sufficient to realize an appropriate return on our investment in product
      research and development. If adequate coverage and reimbursement levels are
      not
      provided by government and third party payors for use of our products, our
      products may fail to achieve market acceptance and our results of operations
      will be harmed.




***Foreign
      governments often impose strict price controls, which may adversely affect
      our
      future profitability.***




We
      intend to seek approval to market our future products in both the United States
      and foreign jurisdictions. If we obtain approval in one or more foreign
      jurisdictions, we will be subject to rules and regulations in those
      jurisdictions relating to our product. In some foreign countries, particularly
      in the European Union, prescription drug pricing is subject to government
      control. In these countries, pricing negotiations with governmental authorities
      can take considerable time after the receipt of marketing approval for a drug
      candidate. To obtain reimbursement or pricing approval in some countries, we
      may
      be required to conduct a clinical trial that compares the cost-effectiveness
      of
      our future product to other available therapies. If reimbursement of our future
      products is unavailable or limited in scope or amount, or if pricing is set
      at
      unsatisfactory levels, we may be unable to achieve or sustain
      profitability.




***We
      face potential product liability exposure, and if successful claims are brought
      against us, we may incur substantial liability for a product candidate and
      may
      have to limit its commercialization.***




The
      use of our product candidates in clinical trials and the sale of any products
      for which we obtain marketing approval expose us to the risk of product
      liability claims. Product liability claims might be brought against us by
      consumers, health care providers, pharmaceutical companies or others selling
      our
      products. If we cannot successfully defend ourselves against these claims,
      we
      will incur substantial liabilities. Regardless of merit or eventual outcome,
      liability claims may result in:




•
      decreased demand for our product candidates;





•
      impairment of our business reputation;





•
      withdrawal of clinical trial participants;





•
      costs of related litigation;


-20-





•
      substantial monetary awards to patients or other claimants;





•
      loss of revenues; and





•
      the inability to commercialize our product candidates.




Although
      we currently have product liability insurance coverage for our clinical trials
      for expenses or losses up to a $10 million aggregate annual limit, our
      insurance coverage may not reimburse us or may not be sufficient to reimburse
      us
      for any or all expenses or losses we may suffer. Moreover, insurance coverage
      is
      becoming increasingly expensive and, in the future, we may not be able to
      maintain insurance coverage at a reasonable cost or in sufficient amounts to
      protect us against losses due to liability. We intend to expand our insurance
      coverage to include the sale of commercial products if we obtain marketing
      approval for our product candidates in development, but we may be unable to
      obtain commercially reasonable product liability insurance for any products
      approved for marketing. On occasion, large judgments have been awarded in class
      action lawsuits based on products that had unanticipated side effects. A
      successful product liability claim or series of claims brought against us could
      cause our stock price to fall and, if judgments exceed our insurance coverage,
      could decrease our cash and adversely affect our business.




***We
      face substantial competition, which may result in others discovering, developing
      or commercializing products before, or more successfully, than we
      do.***




Our
      future success depends on our ability to demonstrate and maintain a competitive
      advantage with respect to the design, development and commercialization of
      our
      product candidates. We expect any product candidate that we commercialize with
      our collaborative partners or on our own will compete with existing,
      market-leading products and products in development.




*Stimuvax.*    Currently,
      no product has been approved for maintenance therapy following induction
      chemotherapy for Stage III NSCLC, which is the indication for which
      Stimuvax is being developed. However, it is possible that existing or new agents
      will be approved for this indication. In addition, there are three vaccines
      in
      development for the treatment of NSCLC, including GSK's MAGE A3 vaccine in
      Phase 3, IDM Pharma Inc.'s EP-2101 in Phase 2 and Transgene
      S.A.'s TG-4010, also in Phase 2. To our knowledge, these vaccines are not
      currently being developed in the same indication as Stimuvax. However,
      subsequent development of these vaccines, including Stimuvax, may result in
      direct competition.




*Small
      Molecule Products.*    PX-478 is a HIF-1 alpha inhibitor
      and we believe that at least one other company, Enzon Pharmaceutical, Inc.,
      has a HIF-1 alpha anti-sense compound that is currently in Phase 1. There
      are also several approved targeted therapies for cancer and in development
      against which our small molecule products might compete. For example, Avastin
      is
      a direct inhibitor of vascular endothelial growth factor, or VEGF, and PX-478
      is
      expected to lower levels of VEGF.




Many
      of our potential competitors have substantially greater financial, technical
      and
      personnel resources than we have. In addition, many of these competitors have
      significantly greater commercial infrastructures than we have. Our ability
      to
      compete successfully will depend largely on our ability to:





•
      design and develop products that are superior to other products in the
      market;





•
      attract qualified scientific, medical, sales and marketing and commercial
      personnel;





•
      obtain patent and/or other proprietary protection for our processes and product
      candidates;





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•
      obtain required regulatory approvals; and





•
      successfully collaborate with others in the design, development and
      commercialization of new products.




Established
      competitors may invest heavily to quickly discover and develop novel compounds
      that could make our product candidates obsolete. In addition, any new product
      that competes with a generic market-leading product must demonstrate compelling
      advantages in efficacy, convenience, tolerability and safety in order to
      overcome severe price competition and to be commercially successful. If we
      are
      not able to compete effectively against our current and future competitors,
      our
      business will not grow and our financial condition and operations will
      suffer.




***If
      we are unable to enter into collaborations with partners to perform sales and
      marketing functions, or build these functions ourselves, we will not be able
      to
      commercialize our product candidates.***




We
      currently do not have any internal sales, marketing or distribution
      capabilities. In order to commercialize any of our product candidates, we must
      either acquire or internally develop a sales, marketing and distribution
      infrastructure or enter into collaborations with partners to perform these
      services for us. Under our agreements with Merck KGaA, Merck KGaA is responsible
      for developing and commercializing Stimuvax, and any problems with that
      relationship could delay the development and commercialization of Stimuvax.
      Additionally, we may not be able to enter into collaborations with respect
      to
      our product candidates not covered by the Merck KGaA agreements on commercially
      acceptable terms, if at all. Factors that may inhibit our efforts to
      commercialize our product candidates without collaboration partners
      include:




•
      our inability to recruit and retain adequate numbers of effective sales and
      marketing personnel;





•
      the inability of sales personnel to obtain access to or persuade adequate
      numbers of physicians to prescribe our products;





•
      the lack of complementary products to be offered by sales personnel, which
      may
      put us at a competitive disadvantage relative to companies with more extensive
      product lines; and





•
      unforeseen costs and expenses associated with creating a sales and marketing
      organization.




If
      we are not able to partner with a third party and are not successful in
      recruiting sales and marketing personnel or in building a sales and marketing
      and distribution infrastructure, we will have difficulty commercializing our
      product candidates, which would adversely affect our business and financial
      condition.




***If
      we lose key personnel, or we are unable to attract and retain highly-qualified
      personnel on a cost-effective basis, it would be more difficult for us to manage
      our existing business operations and to identify and pursue new growth
      opportunities.***




Our
      success depends in large part upon our ability to attract and retain highly
      qualified scientific, clinical, manufacturing, and management personnel. In
      addition, any difficulties retaining key personnel or managing this growth
      could
      disrupt our operations. Future growth will require us to continue to implement
      and improve our managerial, operational and financial systems, and continue
      to
      retain, recruit and train additional qualified personnel, which may impose
      a
      strain on our administrative and operational infrastructure. In particular,
      we
      are in the process of recruiting a Chief Medical Officer to oversee our clinical
      development programs. The competition for qualified personnel in the
      biopharmaceutical field is intense. We are highly dependent on our continued
      ability to attract, retain and motivate highly-qualified management, clinical
      and scientific personnel. Due to our limited resources, we may not be able
      to
      effectively recruit, train and retain additional qualified personnel. If we
      are
      unable to retain key personnel or manage our growth effectively, we may not
      be
      able to implement our business plan.




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Furthermore,
      we have not entered into non-competition agreements with all of our key
      employees. In addition, we do not maintain "key person" life insurance on any
      of
      our officers, employees or consultants. The loss of the services of existing
      personnel, the failure to recruit additional key scientific, technical and
      managerial personnel in a timely manner, and the loss of our employees to our
      competitors would harm our research and development programs and our
      business.




***Our
      business is subject to increasingly complex environmental legislation that
      has
      increased both our costs and the risk of
      noncompliance.***




Our
      business may involve the use of hazardous material, which will require us to
      comply with environmental regulations. We face increasing complexity in our
      product development as we adjust to new and upcoming requirements relating
      to
      the materials composition of many of our product candidates. If we use
      biological and hazardous materials in a manner that causes contamination or
      injury or violates laws, we may be liable for damages. Environmental regulations
      could have a material adverse effect on the results of our operations and our
      financial position. We maintain insurance under our general liability policy
      for
      any liability associated with our hazardous materials activities, and it is
      possible in the future that our coverage would be insufficient if we incurred
      a
      material environmental liability.




**Item
      6.  Exhibits.**







**Exhibit**
                **Number**
            
            **Description**31.1
            
            Certification
                of Chief Executive Officer and President Pursuant to Exchange Act
                Rule
                13a-14(a)31.2
            
            Certification
                of Chief Financial Officer Pursuant to Exchange Act Rule
                13a-14(a)32.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                18
                U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002












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**SIGNATURES**




In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.






**ONCOTHYREON
              INC.****(Registrant)**Date:  November
                  13, 2007
            /s/ Edward
                A. TaylorVice
                President, Finance and Administration,
              Chief
                Financial Officer and Corporate Secretary









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**INDEX
      OF EXHIBITS**





**Exhibit**
                **Number**
            
            **Description**31.1
            
            Certification
                of Chief Executive Officer and President Pursuant to Exchange Act
                Rule
                13a-14(a)31.2
            
            Certification
                of Chief Financial Officer Pursuant to Exchange Act Rule
                13a-14(a)32.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                18
                U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002






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