##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2008
 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: 001-33882
 ONCOTHYREON INC.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    26-0868560(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)2601 Fourth Ave, Suite 500Seattle, Washington
    
    98121(Address of principal executive offices)
    
    (Zip Code)
 (206) 801-2100  (Registrants telephone number, including area code)
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



ONCOTHYREON INC.
FORM 10-Q FOR THE QUARTER ENDED September 30, 2008
 INDEX
 PagePart I  Financial Information
    
    
    3Item 1. Financial Statements (unaudited)
    
    
    3Notes to the Condensed Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    21Item 3. Qualitative and Quantitative Disclosures about Market Risks
    
    
    33Item 4. Controls and Procedures
    
    
    33Part II  Other Information
    
    
    34Item 1. Legal Proceedings
    
    
    34Item 1A. Risk Factors
    
    
    34Item 6. Exhibits
    
    
    48Signatures
    
    
    49EX-10.1EX-10.2EX-10.3EX-10.4EX-12.1EX-31.1EX-31.2EX-32.1
   2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements (unaudited)
 ONCOTHYREON INC.
Condensed Consolidated Balance Sheets
(expressed in thousands of U.S. dollars, except stock amounts)
(Unaudited)
 September 30,
    
    
    December 31,2008
    
    
    2007ASSETSCurrentCash and cash equivalents
    
    $
    11,378
    
    
    $
    12,035Short-term investments
    
    
    
    
    
    
    12,151Accounts receivable
    
    
    1,590
    
    
    
    2,024Government grant receivable
    
    
    154
    
    
    
    552Notes receivable
    
    
    
    
    
    
    364Prepaid expenses
    
    
    471
    
    
    
    528Inventory (See Note 5)
    
    
    10,228
    
    
    
    5,06923,821
    
    
    
    32,723Plant and equipment, net
    
    
    1,460
    
    
    
    1,378Notes receivable
    
    
    214
    
    
    
    Long term deposit
    
    
    354
    
    
    
    Goodwill
    
    
    2,117
    
    
    
    2,117$
    27,966
    
    
    $
    36,218LIABILITIESCurrentAccounts payable and accrued liabilities
    
    $
    5,015
    
    
    $
    5,768Current portion of capital lease obligations
    
    
    70
    
    
    
    104Current portion of deferred revenue
    
    
    9,202
    
    
    
    5,80114,287
    
    
    
    11,673Capital lease obligations
    
    
    22
    
    
    
    66Notes payable
    
    
    199
    
    
    
    199Warrant liability (See Note 6)
    
    
    
    
    
    
    64Deferred revenue
    
    
    13,804
    
    
    
    12,167Class UA preferred stock, 12,500 shares authorized, 12,500 and 12,500 shares issued and outstanding
    
    
    30
    
    
    
    3028,342
    
    
    
    24,199Contingencies, commitments, and guarantees (See Note 9)STOCKHOLDERS EQUITY (DEFICIT)Preferred stock, $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding
    
    
    
    
    
    
    Common stock, $0.0001 par value; 100,000,000 shares authorized, 19,492,432 and 19,485,889 shares
issued and outstanding
    
    
    325,043
    
    
    
    324,992Warrants (See Note 6)
    
    
    64
    
    
    
    Additional paid-in capital
    
    
    14,725
    
    
    
    13,636Accumulated deficit
    
    
    (335,142
    )
    
    
    (321,543
    )Accumulated other comprehensive loss
    
    
    (5,066
    )
    
    
    (5,066
    )(376
    )
    
    
    12,019$
    27,966
    
    
    $
    36,218
  3




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##### Table of Contents



ONCOTHYREON INC.
 Condensed Consolidated Statements of Operations and Comprehensive Loss
(expressed in thousands of U.S. dollars, except share and per share amounts)
(Unaudited)
 Three months
    
    
    Nine monthsended September 30,
    
    
    ended September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007RevenueContract research and development
    
    $
    
    
    
    $
    30
    
    
    $
    
    
    
    $
    602Contract manufacturing
    
    
    426
    
    
    
    919
    
    
    
    2,946
    
    
    
    919Licensing revenue from collaborative agreements
    
    
    376
    
    
    
    148
    
    
    
    1,028
    
    
    
    316Licensing, royalties, and other revenue
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    23802
    
    
    
    1,099
    
    
    
    3,974
    
    
    
    1,860ExpensesResearch and development (See Note 4)
    
    
    1,883
    
    
    
    1,406
    
    
    
    6,917
    
    
    
    7,733Manufacturing
    
    
    422
    
    
    
    1,168
    
    
    
    3,148
    
    
    
    1,168General and administrative
    
    
    1,941
    
    
    
    4,105
    
    
    
    7,305
    
    
    
    8,230Marketing and business development
    
    
    
    
    
    
    27
    
    
    
    
    
    
    
    539Depreciation
    
    
    111
    
    
    
    60
    
    
    
    317
    
    
    
    162Investment and other (income) expense (See Note 8)
    
    
    14
    
    
    
    395
    
    
    
    (114
    )
    
    
    395Change in fair value of warrant liability (See Note 6)
    
    
    
    
    
    
    (511
    )
    
    
    
    
    
    
    (1,179
    )4,371
    
    
    
    6,650
    
    
    
    17,573
    
    
    
    17,048Net loss
    
    
    (3,569
    )
    
    
    (5,551
    )
    
    
    (13,599
    )
    
    
    (15,188
    )Other comprehensive income
    
    
    31
    
    
    
    1,095
    
    
    
    
    
    
    
    3,085Comprehensive loss
    
    $
    (3,538
    )
    
    $
    (4,456
    )
    
    $
    (13,599
    )
    
    $
    (12,103
    )Basic and diluted loss per share
    
    $
    (0.18
    )
    
    $
    (0.28
    )
    
    $
    (0.70
    )
    
    $
    (0.78
    )Weighted average number of common shares outstanding
    
    
    19,492,432
    
    
    
    19,485,889
    
    
    
    19,490,011
    
    
    
    19,485,889
  4




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ONCOTHYREON INC.
 Condensed Consolidated Statements of Stockholders Equity (Deficit)
(expressed in thousands of U.S. dollars, except number of common shares issued and outstanding)
(Unaudited)
 AccumulatedAdditional
    
    
    
    
    
    
    OtherCommon Stock
    
    
    
    
    
    
    Paid-in
    
    
    Accumulated
    
    
    ComprehensiveNumber
    
    
    Amount
    
    
    Warrants
    
    
    Capital
    
    
    Deficit
    
    
    LossBalance at December 31, 2006
    
    
    19,485,889
    
    
    $
    324,992
    
    
    $
    
    
    
    $
    11,955
    
    
    $
    (301,203
    )
    
    $
    (8,309
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,681
    
    
    
    
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,340
    )
    
    
    Unrealized holding loss on
available-for-sale-securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (48
    )Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,291Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,243Balance at December 31, 2007
    
    
    19,485,889
    
    
    $
    324,992
    
    
    $
    
    
    
    $
    13,636
    
    
    $
    (321,543
    )
    
    $
    (5,066
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,140
    
    
    
    
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,599
    )
    
    
    Release of restricted share units
    
    
    6,543
    
    
    
    51
    
    
    
    
    
    
    
    (51
    )
    
    
    
    
    
    
    Warrants (See Note 6)
    
    
    
    
    
    
    
    
    
    
    64
    
    
    
    
    
    
    
    
    
    
    
    Unrealized holding loss on
available-for-sale securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other comprehensive lossBalance at September 30, 2008
    
    
    19,492,432
    
    
    $
    325,043
    
    
    $
    64
    
    
    $
    14,725
    
    
    $
    (335,142
    )
    
    $
    (5,066
    )
  5




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ONCOTHYREON INC.
 Condensed Consolidated Statements of Cash Flows
(expressed in thousands of U.S. dollars)
(Unaudited)
 Nine months ended September 30,2008
    
    
    2007OperatingNet loss
    
    $
    (13,599
    )
    
    $
    (15,188
    )Depreciation
    
    
    317
    
    
    
    162Stock-based compensation expense
    
    
    1,140
    
    
    
    1,239Change in fair value of warrant liability (See Note 6)
    
    
    
    
    
    
    (1,179
    )Gain on disposal of short-term investments
    
    
    
    
    
    
    (47
    )Unearned revenue
    
    
    7,060
    
    
    
    5,518Recognition of unearned revenue
    
    
    (2,022
    )
    
    
    (316
    )Net change in non-cash working capital balances from operationsAccounts receivable
    
    
    432
    
    
    
    755Government grant receivable
    
    
    398
    
    
    
    Prepaid expenses
    
    
    57
    
    
    
    87Inventory
    
    
    (5,159
    )
    
    
    (3,185
    )Accounts payable and accrued liabilities
    
    
    (466
    )
    
    
    1,667Long term deposits
    
    
    (354
    )
    
    
    (12,196
    )
    
    
    (10,487
    )InvestingPurchase of short-term investments
    
    
    (22,376
    )
    
    
    (26,247
    )Redemption of short-term investments
    
    
    34,248
    
    
    
    31,444Purchase of plant and equipment
    
    
    (686
    )
    
    
    (482
    )Payment of accrued business acquisition cost
    
    
    
    
    
    
    (251
    )Collection of notes receivable
    
    
    150
    
    
    
    11,336
    
    
    
    4,464FinancingRepayment of share issuance costs
    
    
    
    
    
    
    (174
    )Repayment of capital lease obligations
    
    
    (78
    )
    
    
    (40
    )(78
    )
    
    
    (214
    )Net cash outflow
    
    
    (938
    )
    
    
    (6,237
    )Effect of exchange rate fluctuations on cash and cash equivalents
    
    
    281
    
    
    
    1,593Decrease in cash and cash equivalents
    
    
    (657
    )
    
    
    (4,644
    )Cash and cash equivalents, beginning of period
    
    
    12,035
    
    
    
    13,409Cash and cash equivalents, end of period
    
    $
    11,378
    
    
    $
    8,765Supplemental disclosure of cash flow informationAmount of interest paid in the period
    
    $
    6
    
    
    $
    2Amount of income taxes paid in the period
    
    $
    
    
    
    $
    
  6




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ONCOTHYREON INC.
 
 Notes to the Condensed Consolidated Financial Statements
Three and Nine months ended September 30, 2008 and 2007
(expressed in thousands of U.S. dollars, except share and per share amounts)
(Unaudited)
 1. DESCRIPTION OF BUSINESS
  Change in reporting entity
     Accounting
for Business Combinations
  2. BASIS OF PRESENTATION
 Going
concern
  7




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Accounting Basis
    Foreign currency translation
 Foreign
Currency Translation;
 3. ACCOUNTING POLICY CHANGES
 Accounting standards adopted in the current year
 Fair Value Measurements
 8




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Fair
Value Measurements,
  
    
    Level 1  quoted prices in active markets for identical assets or liabilities;
    
    Level 2  observable inputs other than Level 1 prices such as quoted prices for similar
assets or liabilities, quoted prices in markets that are not active, or other inputs that
are observable or can be corroborated by observable market data for substantially the full
term of the assets or liabilities; and
    
    Level 3  unobservable inputs that are supported by little or no market activity and that
are significant to the fair value of the assets or liabilities.
  The Fair Value Option for Financial Assets and Financial Liabilities
 The Fair Value Option for
Financial Assets and Financial Liabilities (SFAS 159)
 Accounting for Non Refundable Advance Payments for Goods or Services Received for Use in Future
Research and Development Activities
 Accounting for Non Refundable Advance Payments for Goods or Services Received for Use in
Future Research and Development Activities
 Accounting standards effective in future periods
 GAAP Hierarchy
 The Hierarchy of Generally Accepted Accounting
Principles
 9




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Determination of the Useful Life of Intangible Assets
 Determination of
the Useful Life of Intangible Assets Goodwill and Other Intangible Assets Business Combinations
 Collaborative Arrangements
 Collaborative
Arrangements
 Business Combinations
 Business Combinations
 Noncontrolling Interests in Consolidated Financial Statements
 Noncontrolling Interests in Consolidated
Financial Statementsan Amendment of ARB No. 51
 Disclosures about Derivative Instruments and Hedging Activities
 Disclosure about Derivative Investments and
Hedging Activities an amendment to SFAS No. 133 Accounting for Derivative Instruments and Hedging
Activities
 10




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##### Table of Contents



4. RESEARCH AND DEVELOPMENT
  5. INVENTORY
 September 30,
    
    
    December 31,2008
    
    
    2007Raw material supplies
    
    $
    2,761
    
    
    $
    1,693Work-in-process
    
    
    6,635
    
    
    
    2,454Finished goods
    
    
    832
    
    
    
    922$
    10,228
    
    
    $
    5,069
 6. SHARE CAPITAL
 Warrants
   Stock transactions
 (a) Loss per Share
  (b) Registration Statement
  7. STOCK-BASED COMPENSATION
 Stock Option Plan
  11




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##### Table of Contents



Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2008
    
    2007
    
    2008
    
    2007CDN$  Weighted average
grant-date fair value for stock
options granted in CDN$
    
    $
    
    
    
    $
    
    
    
    $
    3.84
    
    
    $
    6.47US$  Weighted average
grant-date fair value for stock
options granted in US$
    
    $
    
    
    
    $
    
    
    
    $
    2.93
    
    
    $
    Expected dividend rate
    
    
    N/A
    
    
    
    N/A
    
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    N/A
    
    
    
    N/A
    
    
    
    114.19
    %
    
    
    102.52
    %Risk-free interest rate
    
    
    N/A
    
    
    
    N/A
    
    
    
    3.09
    %
    
    
    4.21
    %Expected life of options in years
    
    
    N/A
    
    
    
    N/A
    
    
    
    6.0
    
    
    
    6.0
 8. IMPACT OF FOREIGN CURRENCY TRANSLATION
  9. CONTINGENCIES, COMMITMENTS, AND GUARANTEES
 Royalties
    Guarantees
   12




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10. FINANCIAL INSTRUMENTS
  Credit risk
  Interest rate risk
  Foreign exchange risk
    Short-term investments
  13




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##### Table of Contents



Accounts receivable, government grant receivable and accounts payable and accrued liabilities
  Notes receivable
  Capital lease obligations
  Notes payable and class UA preferred stock
  Limitations
   Fair Value Measurements at September 30, 2008Significant other
    
    SignificantQuoted prices in
    
    observable
    
    unobservableTotal carrying
    
    active markets
    
    inputs
    
    inputsvalue
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)Short term investments
    
    $
    
    
    
    $
    
    $
    
    
    
    $Capital lease obligations
    
    
    92
    
    
    
    
    
    90
    
    
    
 11. SEGMENTED INFORMATION
  Three months
    
    
    Three months
    
    
    Nine months
    
    
    Nine monthsended
    
    
    ended
    
    
    ended
    
    
    endedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenue from operations inCanada
    
    $
    4
    
    
    $
    6
    
    
    $
    12
    
    
    $
    36United States
    
    
    797
    
    
    
    
    
    
    
    3,920
    
    
    
    Barbados
    
    
    
    
    
    
    1,076
    
    
    
    28
    
    
    
    1,773Europe
    
    
    1
    
    
    
    17
    
    
    
    14
    
    
    
    51$
    802
    
    
    $
    1,099
    
    
    $
    3,974
    
    
    $
    1,860DepreciationCanada
    
    $
    70
    
    
    $
    49
    
    
    $
    224
    
    
    $
    140United States
    
    
    41
    
    
    
    11
    
    
    
    93
    
    
    
    22$
    111
    
    
    $
    60
    
    
    $
    317
    
    
    $
    162
 14




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##### Table of Contents



September 30,
    
    
    December 31,2008
    
    
    2007Long-lived assetsCanada
    
    $
    705
    
    
    $
    833United States
    
    
    2,873
    
    
    
    2,662$
    3,577
    
    
    $
    3,495
   Customers
    
    RevenueNine months ended September 30, 2007
    
    
    1
    
    
    $
    1,827Nine months ended September 30, 2008
    
    
    1
    
    
    $
    3,962
 12. SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES AND CANADA
  Three months
    
    
    Three months
    
    
    Nine months
    
    
    Nine monthsended
    
    
    ended
    
    
    ended
    
    
    endedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Consolidated statements of operations and other
comprehensive incomeNet loss  U.S. GAAP
    
    $
    (3,569
    )
    
    $
    (5,551
    )
    
    $
    (13,599
    )
    
    $
    (15,188
    )Intangible assets (1), (2)
    
    
    (884
    )
    
    
    (768
    )
    
    
    (2,450
    )
    
    
    (2,181
    )Future income taxes (1)
    
    
    446
    
    
    
    323
    
    
    
    1,266
    
    
    
    1,374Acquired in-process research and development,
net of future income taxes (2)
    
    
    
    
    
    
    93
    
    
    
    
    
    
    
    528Change in fair value of warrants (3)
    
    
    
    
    
    
    (511
    )
    
    
    
    
    
    
    (1,179
    )Net loss  Canadian GAAP
    
    $
    (4,007
    )
    
    $
    (6,414
    )
    
    $
    (14,783
    )
    
    $
    (16,646
    )Weighted average number of common shares outstanding
    
    
    19,492,432
    
    
    
    19,485,889
    
    
    
    19,490,011
    
    
    
    19,485,889Loss per common shareBasic and diluted loss per share  U.S. GAAP
    
    $
    (0.18
    )
    
    $
    (0.28
    )
    
    $
    (0.70
    )
    
    $
    (0.78
    )Basic and diluted loss per share  Canadian GAAP
    
    $
    (0.21
    )
    
    $
    (0.33
    )
    
    $
    (0.76
    )
    
    $
    (0.85
    )
 Nine months
    
    
    Nine monthsended
    
    
    endedSeptember 30,
    
    
    September 30,2008
    
    
    2007Other comprehensive (loss) income  U.S. GAAP
    
    $
    
    
    
    $
    3,085Foreign currency translation adjustments
    
    
    
    
    
    
    4,178Other comprehensive (loss) income  Canadian GAAP
    
    $
    
    
    
    $
    7,263
 15




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##### Table of Contents



September 30,
    
    December 31,2008
    
    2007Canadian
    
    
    
    
    
    CanadianU.S. GAAP
    
    GAAP
    
    U.S. GAAP
    
    GAAPConsolidated balance sheetsIntangible assets (1), (2)
    
    $
    
    
    
    $
    35,522
    
    
    $
    
    
    
    $
    37,972Future income tax liability (1)
    
    
    
    
    
    
    9,202
    
    
    
    
    
    
    
    10,468Warrant liability (3)
    
    
    
    
    
    
    
    
    
    
    64
    
    
    
    Common Stock (1), (3)
    
    
    325,043
    
    
    
    324,188
    
    
    
    324,992
    
    
    
    324,137Additional paid-in capital (3)
    
    
    14,725
    
    
    
    22,692
    
    
    
    13,636
    
    
    
    21,603Deficit (1), (2), (3)
    
    
    (335,142
    )
    
    
    (324,468
    )
    
    
    (321,543
    )
    
    
    (309,685
    )Accumulated other comprehensive loss
    
    
    (5,066
    )
    
    
    (1,246
    )
    
    
    (5,066
    )
    
    
    (1,246
    )Warrants
    
    
    64
    
    
    
    4,778
    
    
    
    
    
    
    
    4,778Total Stockholders equity
    
    
    (376
    )
    
    
    25,944
    
    
    
    12,019
    
    
    
    39,587
  September 30,
    
    
    December 31,2008
    
    
    2007Stockholders equity (deficit)  U.S. GAAP
    
    $
    (376
    )
    
    $
    12,019Intangible assets (1), (2)
    
    
    35,522
    
    
    
    37,972Future income taxes (1)
    
    
    (9,202
    )
    
    
    (10,468
    )Warrant liability reclassification (3)
    
    
    
    
    
    
    64Stockholders equity  Canadian GAAP
    
    $
    25,944
    
    
    $
    39,587
  Nine months
    
    
    Nine monthsended
    
    
    endedSeptember 30,
    
    
    September 30,2008
    
    
    2007Accumulated other comprehensive loss  U.S. GAAP
    
    $
    (5,066
    )
    
    $
    (5,224
    )Foreign currency translation adjustments
    
    
    3,820
    
    
    
    3,596Accumulated other comprehensive loss  Canadian GAAP
    
    $
    (1,246
    )
    
    $
    (1,628
    )
 Nine months
    
    
    Nine monthsended
    
    
    endedSeptember 30,
    
    
    September 30,2008
    
    
    2007Consolidated statements of cash flow  Canadian GAAPCash and cash equivalents, beginning of period
    
    $
    12,035
    
    
    $
    13,409Cash used in operating activities (2)
    
    
    (12,196
    )
    
    
    (9,960
    )Cash provided by investing activities (2)
    
    
    11,336
    
    
    
    3,937Cash used in financing activities
    
    
    (78
    )
    
    
    (214
    )Effect of exchange rate fluctuations on cash and cash equivalents
    
    
    281
    
    
    
    1,593Cash and cash equivalents, end of period
    
    $
    11,378
    
    
    $
    8,765
 
 (1)
    
    Business acquisitions  16




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Canadian GAAP accounting standards adopted in the current year
 Inventories
 Inventories
 Financial instruments  Disclosures and Presentations
 Financial Instruments 
Disclosures Financial Instruments 
Disclosures and Presentation Financial Instruments  Presentations
 17




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Capital Disclosures
 Capital Disclosures
 .
   Going Concern
 General Standards of
Financial Statement Presentation
 Canadian GAAP accounting standards effective in future years
 Goodwill and Intangible Assets
 Goodwill and Intangible Assets Goodwill and Intangible Assets Research and Development Costs Intangible
Assets
 Financial Statement Concepts
  13. OTHER INFORMATION
  18




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As previouslyreported
    
    
    As restatedCanadian
    
    
    U.S. GAAPGAAP CDN $
    
    
    U.S. $RevenueContract research and development
    
    $
    665
    
    
    $
    602Contract manufacturing
    
    
    1,016
    
    
    
    919Licensing revenue from collaborative agreements
    
    
    349
    
    
    
    316Licensing, royalties, and other revenue
    
    
    25
    
    
    
    232,055
    
    
    
    1,860ExpensesResearch and development
    
    
    7,961
    
    
    
    7,733Manufacturing
    
    
    1,290
    
    
    
    1,168General and administrative
    
    
    9,093
    
    
    
    8,230Marketing and business development
    
    
    595
    
    
    
    539Depreciation
    
    
    2,589
    
    
    
    162Investment and other income
    
    
    436
    
    
    
    395Change in fair value of warrant liability
    
    
    
    
    
    
    (1,179
    )21,964
    
    
    
    17,048Loss before income taxes
    
    
    (19,909
    )
    
    
    (15,188
    )Income tax recovery:Future
    
    
    1,518
    
    
    
    Net loss
    
    
    (18,391
    )
    
    
    (15,188
    )Other comprehensive (loss) income
    
    
    (52
    )
    
    
    3,085Comprehensive loss
    
    $
    (18,443
    )
    
    $
    (12,103
    )Basic and diluted loss per share
    
    $
    (0.96
    )
    
    $
    (0.78
    )Weighted average number of common shares outstanding
    
    
    19,485,889
    
    
    
    19,485,889
 19




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As previouslyreported
    
    
    As restatedCanadian
    
    
    U.S. GAAPGAAP CDN $
    
    
    U.S. $OperatingNet loss
    
    $
    (18,391
    )
    
    $
    (15,188
    )Depreciation
    
    
    2,589
    
    
    
    162Future income tax recovery
    
    
    (1,518
    )
    
    
    Stock-based compensation expense
    
    
    1,369
    
    
    
    1,239Change in fair value of warrant liability
    
    
    
    
    
    
    (1,179
    )Gain on sale of short-term investments
    
    
    (52
    )
    
    
    (47
    )Unearned revenue
    
    
    6,068
    
    
    
    5,518Recognition of unearned revenue
    
    
    (349
    )
    
    
    (316
    )Foreign exchange gain on notes payable
    
    
    (34
    )
    
    
    Foreign exchange loss on notes receivable
    
    
    60
    
    
    
    Foreign exchange loss on cash and cash equivalents
    
    
    362
    
    
    
    Net change in non-cash working capital balances from operationsAccounts receivable
    
    
    834
    
    
    
    755Prepaid expenses
    
    
    96
    
    
    
    87Inventory
    
    
    (3,519
    )
    
    
    (3,185
    )Accounts payable and accrued liabilities
    
    
    1,842
    
    
    
    1,667(10,643
    )
    
    
    (10,487
    )InvestingPurchase of short-term investments
    
    
    (28,998
    )
    
    
    (26,247
    )Redemption of short-term investments
    
    
    34,739
    
    
    
    31,444Purchase of plant and equipment
    
    
    (533
    )
    
    
    (482
    )Payment of accrued business acquisition costs
    
    
    (277
    )
    
    
    (251
    )Purchase of intangible assets
    
    
    (583
    )
    
    
    4,348
    
    
    
    4,464FinancingRepayment of share issuance costs
    
    
    (192
    )
    
    
    (174
    )Repayment of capital lease obligation
    
    
    (44
    )
    
    
    (40
    )(236
    )
    
    
    (214
    )Net cash outflow
    
    
    (6,531
    )
    
    
    (6,237
    )Effect of exchange rate fluctuations on cash and cash equivalents
    
    
    (362
    )
    
    
    1,593Decrease in cash and cash equivalents
    
    
    (6,893
    )
    
    
    (4,644
    )Cash and cash equivalents, beginning of period
    
    
    15,626
    
    
    
    13,409Cash and cash equivalents, end of period
    
    $
    8,733
    
    
    $
    8,765Supplemental disclosure of cash flow informationAmount of interest paid in the period
    
    $
    2
    
    
    $
    2Amount of income taxes paid in the period
    
    $
    
    
    
    $
    
 20




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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 should be read in conjunction with our condensed consolidated financial
statements and related notes included in Part I, Item 1 of this quarterly report. This discussion
contains forward-looking statements based on current expectations that involve risks and
uncertainties, such as our plans, objectives, expectations and intentions. 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 this quarterly report in Part II,
Item 1A  Risk Factors, and elsewhere in this quarterly report These statements, like all
statements in this quarterly report, speak only as of their date, and we undertake no obligation to
update or revise these statements in light of future developments.
 Overview
     21




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22




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23




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##### Table of Contents



Key Financial Metrics
 Revenue
  Contract Research and Development
 Contract Manufacturing
 Licensing Revenue from Collaborative Agreements
 Other Revenue
 Expenses
 Research and Development/Manufacturing
    24




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General and Administrative
 Marketing and Business Development
 Depreciation
 Investment and other income
 Interest expense
 Change in fair value of warrants
 25




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Critical Accounting Policies and Significant Judgments and Estimates
  Foreign Currency Translation;
  Results of Operations for the Three and Nine Month Periods Ended September 30, 2008 and September
30, 2007
  Overview
 Three Months Ended
    
    
    
    
    
    Nine Months EndedSeptember 30,
    
    %
    
    September 30,
    
    %2008
    
    2007
    
    Change
    
    2008
    
    2007
    
    Change(In millions, except per
    
    
    
    
    
    (In millions, except pershare amounts)
    
    
    
    
    
    share amounts)Revenue
    
    $
    0.8
    
    
    $
    1.1
    
    
    
    (27.3
    )%
    
    $
    4.0
    
    
    $
    1.9
    
    
    
    110.5
    %Expenses
    
    
    4.4
    
    
    
    7.1
    
    
    
    (38.0
    )%
    
    
    17.6
    
    
    
    18.2
    
    
    
    3.3
    %Change in fair
value of warrant
liability
    
    
    
    
    
    
    (0.5
    )
    
    
    N/M
    +
    
    
    
    
    
    
    (1.2
    )
    
    
    N/M
    +Net loss
    
    $
    3.6
    
    
    $
    5.5
    
    
    
    (34.5
    )%
    
    $
    13.6
    
    
    $
    17.0
    
    
    
    (20.0
    )%Other comprehensive
(income) loss
    
    
    
    
    
    
    (1.1
    )
    
    
    N/M
    +
    
    
    
    
    
    
    (3.1
    )
    
    
    N/M
    +Comprehensive loss
    
    $
    3.5
    
    
    $
    4.4
    
    
    
    (20.5
    )%
    
    $
    13.6
    
    
    $
    12.1
    
    
    
    (12.4
    )%Basic and diluted
loss per share
    
    $
    0.18
    
    
    $
    0.28
    
    
    
    (35.7
    )%
    
    $
    0.70
    
    
    $
    0.78
    
    
    
    (10.3
    )%
 
 +
    
    Not meaningful   26




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Revenue
 Three Months Ended
    
    
    
    
    
    
    Nine Months EndedSeptember 30,
    
    
    
    
    
    
    September 30,2008
    
    
    2007
    
    
    % Change
    
    
    2008
    
    
    2007
    
    
    % Change(In millions)
    
    
    
    
    
    
    (In millions)Contract research and
development
    
    $
    
    
    
    $
    
    
    
    
    N/M
    +
    
    $
    
    
    
    $
    0.6
    
    
    
    N/M
    +Contract manufacturing
    
    
    0.4
    
    
    
    0.9
    
    
    
    (55.6
    )%
    
    
    2.9
    
    
    
    0.9
    
    
    
    222.2
    %License revenue from
collaborative
agreements
    
    
    0.4
    
    
    
    0.2
    
    
    
    100.0
    %
    
    
    1.0
    
    
    
    0.3
    
    
    
    233.3
    %$
    0.8
    
    
    $
    1.1
    
    
    
    (27.3
    )%
    
    $
    3.9
    
    
    $
    1.8
    
    
    
    116.7
    %
 
 +
    
    Not meaningful    Research and Development / Manufacturing Expenses
 Three Months Ended
    
    
    
    
    
    
    Nine Months EndedSeptember 30,
    
    
    
    
    
    
    September 30,2008
    
    
    2007
    
    
    % Change
    
    
    2008
    
    
    2007
    
    
    % Change(In millions)
    
    
    
    
    
    
    (In millions)Research and development
    
    $
    1.9
    
    
    $
    1.4
    
    
    
    35.7
    %
    
    $
    6.9
    
    
    $
    7.7
    
    
    
    (10.4
    )%Manufacturing
    
    
    0.4
    
    
    
    1.2
    
    
    
    (66.7
    )%
    
    
    3.1
    
    
    
    1.2
    
    
    
    158.3
    %$
    2.3
    
    
    $
    2.6
    
    
    
    (11.5
    )%
    
    $
    10.0
    
    
    $
    8.9
    
    
    
    12.4
    %
   27




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General and Administrative Expense
 Three Months Ended
    
    
    
    
    
    Nine Months EndedSeptember 30,
    
    
    
    
    
    September 30,2008
    
    2007
    
    % Change
    
    2008
    
    2007
    
    % Change(In millions)
    
    
    
    
    
    (In millions)General and administrative
    
    $
    1.9
    
    
    $
    4.1
    
    
    
    -53.7
    %
    
    $
    7.3
    
    
    $
    8.2
    
    
    
    11.0
    %
  Marketing and Business Development Expense
 Three Months Ended
    
    
    
    
    
    Nine Months EndedSeptember 30,
    
    
    
    
    
    September 30,2008
    
    2007
    
    % Change
    
    2008
    
    2007
    
    % Change(In millions)
    
    
    
    
    
    (In millions)Marketing and Business Development
    
    $
    
    
    
    $
    
    
    
    
    
    %
    
    $
    
    
    
    $
    0.5
    
    
    
    N/M+
  Depreciation Expense
 Three Months Ended
    
    
    
    
    
    Nine Months EndedSeptember 30,
    
    
    
    
    
    September 30,2008
    
    2007
    
    % Change
    
    2008
    
    2007
    
    % Change(In millions)
    
    
    
    
    
    (In millions)Depreciation
    
    $
    0.1
    
    
    $
    0.1
    
    
    
    
    %
    
    $
    0.3
    
    
    $
    0.2
    
    
    
    50.0
    %
  Investment and Other Income
 Three Months Ended
    
    
    
    
    
    Nine Months EndedSeptember 30,
    
    
    
    
    
    September 30,2008
    
    2007
    
    % Change
    
    2008
    
    2007
    
    % Change(In millions)
    
    
    
    
    
    (In millions)Investment and Other Income/(Expense)
    
    $
    
    
    
    $
    (0.3
    )
    
    
    N/M+
    
    
    $
    0.1
    
    
    $
    (0.4
    )
    
    
    125.0
    %
 
 +
    
    Not meaningful  Change in Fair Value of Warrant Liability
 Three Months Ended
    
    
    
    
    
    Nine Months EndedSeptember 30,
    
    
    
    
    
    September 30,2008
    
    2007
    
    % Change
    
    2008
    
    2007
    
    % Change(In millions)
    
    
    
    
    
    (In millions)Change in fair value of warrant liability
    
    $
    
    
    
    $
    0.5
    
    
    
    N/M+
    
    
    $
    
    
    
    $
    1.2
    
    
    
    N/M+
 Accounting for Derivative Instruments and
Hedging Activities
 28




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Liquidity and Capital Resources
 Cash, cash equivalents, short term investments and working capital
      Cash Flows From Operating Activities
  Cash Flows From Investing Activities
  Cash Flows From Financing Activities
  29




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Contractual Obligations and Contingencies
  Payments Due by PeriodLess thanTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    After 5 Years(In thousands)Operating leases  premises
    
    $
    6,599
    
    
    $
    850
    
    
    $
    1,666
    
    
    $
    1,300
    
    
    $
    2,783Capital lease obligations (including interest)
    
    
    90
    
    
    
    69
    
    
    
    21
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    6,689
    
    
    $
    919
    
    
    $
    1,687
    
    
    $
    1,300
    
    
    $
    2,783
       30




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##### Table of Contents



Guarantees and Indemnification
  Off-Balance Sheet Arrangements
  Recent Accounting Pronouncements
 Fair
Value Measurements
  
    
    Level 1  quoted prices in active markets for identical assets or liabilities;
    
    Level 2  observable inputs other than Level 1 prices such as quoted prices for similar
assets or liabilities, quoted prices in markets that are not active, or other inputs that
are observable or can be corroborated by observable market data for substantially the full
term of the assets or liabilities; and
    
    Level 3  unobservable inputs that are supported by little or no market activity and that
are significant to the fair value of the assets or liabilities.
  The Fair Value Option for Financial Assets and
Financial Liabilities
 Accounting
for Non Refundable Advance Payments for Goods or Services Received for Use in Future Research and
Development Activities (EITF 07-3)
 31




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##### Table of Contents



The
Hierarchy of Generally Accepted Accounting Principles
  Determination of
the Useful Life of Intangible Assets Goodwill and Other Intangible Assets Business Combinations
 Collaborative
Arrangements
 Business Combinations
 Noncontrolling Interests in Consolidated
Financial Statements  an Amendment of ARB No. 51
 Accounting for Derivative
Instruments and Hedging Activities, Accounting for Derivative Instruments and Hedging Activities
 32




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##### Table of Contents



Item 3. Qualitative and Quantitative Disclosures about Market Risks
 Foreign Currency Exchange Risk
  Interest Rate Sensitivity
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control Over Financial Reporting
  Remediation
  Inherent Limitation on the Effectiveness of Internal Controls
  33




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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
 Set forth below and elsewhere in this quarterly report, and in other documents we file with
the SEC are descriptions of risks and uncertainties that could cause actual results to differ
materially from the results contemplated by the forward-looking statements contained in this
report. Because of the following factors, as well as other variables affecting our operating
results, past financial performance should not be considered a reliable indicator of future
performance and investors should not use historical trends to anticipate results or trends in
future periods. The risks and uncertainties described below are not the only ones facing us. Other
events that we do not currently anticipate or that we currently deem immaterial also affect our
results of operations and financial condition.
 Risks Relating to our Business
 Our ability to continue as a going concern is dependent on our success at raising additional
capital sufficient to meet our obligations on a timely basis. 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.
  
    
    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.
  34




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##### Table of Contents



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.
  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.
   We have a history of net losses, we anticipate additional losses and we may never become
profitable.
  There is no assurance that we will be granted regulatory approval for any of our product
candidates.
  35




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##### Table of Contents



We are dependent upon our collaborative relationship with Merck KGaA to develop and
commercialize our lead product candidate, Stimuvax.
  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.
     36




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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.
  Any failure or delay in commencing or completing clinical trials for our product candidates could
severely harm our business.
  
    
    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;
    
    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.
  The failure to enroll patients for clinical trials may cause delays in developing our product
candidates.
  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.
  37




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##### Table of Contents



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.
  
    
    warning letters;
    
    fines;
    
    product recalls;
    
    withdrawal of regulatory approval;
    
    operating restrictions;
    
    disgorgement of profits;
    
    injunctions; and
    
    criminal prosecution.
  Failure to obtain regulatory approval in foreign jurisdictions would prevent us from marketing our
products internationally.
  38




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##### Table of Contents



Our product candidates may never achieve market acceptance even if we obtain regulatory approvals.
  
    
    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 we are unable to obtain, maintain and enforce our proprietary rights, we may not be able to
compete effectively or operate profitably.
  
    
    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.
  
    
    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
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
 39




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##### Table of Contents




    
    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.
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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.
  Foreign governments often impose strict price controls, which may adversely affect our future
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.
  
    
    decreased demand for our product candidates;
    
    impairment of our business reputation;
    
    withdrawal of clinical trial participants;
    
    costs of related litigation;
    
    substantial monetary awards to patients or other claimants;
    
    loss of revenues; and
    
    the inability to commercialize our product candidates.
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We face substantial competition, which may result in others discovering, developing or
commercializing products before, or more successfully, than we do.
  Stimuvax
 Small Molecule Products
  
    
    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;
    
    obtain required regulatory approvals; and
    
    successfully collaborate with others in the design, development and commercialization of
new products.
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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.
  
    
    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 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 business is subject to increasingly complex environmental legislation that has increased
both our costs and the risk of noncompliance.
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If we fail to establish and maintain proper and effective internal controls, our ability to
produce accurate financial statements on a timely basis could be impaired, which would adversely
affect our consolidated operating results, our ability to operate our business, and our stock
price.
      We may expand our business through the acquisition of companies or businesses or in-licensing
product candidates that could disrupt our business and harm our financial condition.
  
    
    substantial cash expenditures;
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
    
    potentially dilutive issuance of equity securities;
    
    incurrence of debt and contingent liabilities, some of which may be difficult or
impossible to identify at the time of acquisition;
    
    difficulties in assimilating the operations of the acquired companies;
    
    diverting our managements attention away from other business concerns;
    
    entering markets in which we have limited or no direct experience; and
    
    potential loss of our key employees or key employees of the acquired companies or
businesses.
  Risks Related to the Ownership of Our Common Stock
 Our common stock may become ineligible for listing on The NASDAQ Stock Market, which would
materially adversely affect the liquidity and price of our common stock.
     The trading price of our common stock may be volatile.
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
    
    the results of pre-clinical testing and clinical trials by us, our collaborators and/or our
competitors;
    
    technological innovations or new therapeutic products;
    
    governmental regulations;
    
    developments in patent or other proprietary rights;
    
    litigation;
    
    public concern as to the safety of products developed by us or others;
    
    comments by securities analysts;
    
    the issuance of additional shares of common stock, or securities convertible into, or
exercisable or exchangeable for, shares of our common stock in connection with financings,
acquisitions or otherwise;
    
    the incurrence of debt;
    
    general market conditions in our industry or in the economy as a whole; and
    
    political instability, natural disasters, war and/or events of terrorism.
  Because we do not expect to pay dividends on our common stock, stockholders will benefit from
an investment in our common stock only if it appreciates in value.
  Future sales of shares by existing stockholders could cause our stock price to decline.
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We expect to raise additional capital in the future; however, such capital may not be
available to us on reasonable terms, if at all, when or as we require additional funding. If we
issue additional shares of our common stock or other securities that may be convertible into, or
exercisable or exchangeable for, our common stock, our existing stockholders would experience
further dilution.
  Changes in financial accounting standards related to share-based payments are expected to
continue to have a significant effect on our reported results.
 Share-Based Payment
 Our operating results may be affected by currency exchange rate fluctuations.
  We can issue shares of preferred stock that may adversely affect the rights of a stockholder of
our common stock.
  
    
    adversely affect the voting power of the holders of our common stock;
    
    make it more difficult for a third party to gain control of us;
    
    discourage bids for our common stock at a premium;
    
    limit or eliminate any payments that the holders of our common stock could expect to receive
upon our liquidation; or
    
    otherwise adversely affect the market price or our common stock.We have in the past, and we may at any time in the future, issue additional shares of
authorized preferred stock.
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Item 6. Exhibits
 ExhibitNumber
    
    Description10.1
    
    
    Offer Letter with Gary Christianson, dated June 29, 2007.10.2
    
    
    Sublease Agreement between Muze Inc. and Oncothyreon Inc., dated May 9, 2008.10.3
    
    
    Lease Agreement between Selig Holdings Company and Oncothyreon Inc., dated May 9, 2008.10.4
    
    
    Amendment Number 1 to Adjuvant License Agreement and Adjuvant Supply Agreement between Corixa
Corporation, d/b/a GlaxoSmithKline Biologicals N.A. and Biomira Management Inc., dated August
8, 2008.12.1
    
    
    Ratio of Earnings to Fixed Charges.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
  ONCOTHYREON INC.(Registrant)Date: November 10, 2008
    /s/ Edward A. TaylorVice President, Finance and Administration,Chief Financial Officer and Corporate Secretary 49




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INDEX OF EXHIBITS
 ExhibitNumber
    
    Description10.1
    
    
    Offer Letter with Gary Christianson, dated June 29, 2007.10.2
    
    
    Sublease Agreement between Muze Inc. and Oncothyreon Inc., dated May 9, 2008.10.3
    
    
    Lease Agreement between Selig Holdings Company and Oncothyreon Inc., dated May 9, 2008.10.4
    
    
    Amendment Number 1 to Adjuvant License Agreement and Adjuvant Supply Agreement between Corixa
Corporation, d/b/a GlaxoSmithKline Biologicals N.A. and Biomira Management Inc., dated August
8, 2008.12.1
    
    
    Ratio of Earnings to Fixed Charges.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.
 50