Exhibit 10.2
VOTING AGREEMENT
This VOTING AGREEMENT (this "Agreement") is made and entered into as of May 27,
2008, by and between OncoGenex Technologies Inc., a corporation existing under
the federal laws of Canada ("OncoGenex"), and the signatory hereto (the
"Stockholder").
Capitalized terms used and not defined herein have the same
meaning as in the Arrangement Agreement, dated as of the date hereof (as such
agreement may hereafter be amended or modified from time to time, the
"Arrangement Agreement"), by and between Sonus Pharmaceuticals, Inc., a Delaware
corporation ("Sonus"), and OncoGenex.
WHEREAS, Sonus and OncoGenex will effect an arrangement under Section 192 of the
CBCA, subject to the terms and conditions set forth in the Arrangement Agreement
and Plan of Arrangement; and
WHEREAS, as a condition to entering into the Arrangement Agreement, OncoGenex
has required that the Stockholder, solely in the Stockholder's capacity as a
holder of Sonus Common Shares, enter into, and the Stockholder has agreed to
enter into, this Agreement.
NOW, THEREFORE, in consideration of the premises, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:
1.
REPRESENTATIONS AND WARRANTIES OF THE
STOCKHOLDER.
THE STOCKHOLDER HEREBY REPRESENTS AND WARRANTS TO ONCOGENEX AS
FOLLOWS:
(A)
AUTHORITY; BINDING OBLIGATION.
THE
STOCKHOLDER HAS ALL NECESSARY POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT
AND PERFORM ALL OF THE STOCKHOLDER'S OBLIGATIONS HEREUNDER.
THIS AGREEMENT HAS
BEEN DULY AND VALIDLY EXECUTED AND DELIVERED BY THE STOCKHOLDER (AND THE
STOCKHOLDER'S SPOUSE, IF THE SHARES (AS DEFINED BELOW) CONSTITUTE COMMUNITY
PROPERTY UNDER APPLICABLE LAW) AND CONSTITUTES A VALID AND LEGALLY BINDING
OBLIGATION OF THE STOCKHOLDER AND SUCH SPOUSE, ENFORCEABLE AGAINST THE
STOCKHOLDER AND SUCH SPOUSE, AS THE CASE MAY BE, IN ACCORDANCE WITH ITS TERMS.
(B)
OWNERSHIP OF SHARES. THE STOCKHOLDER IS THE
BENEFICIAL OWNER OR RECORD HOLDER OF THE NUMBER OF SONUS COMMON SHARES LISTED ON
SCHEDULE A ATTACHED HERETO (THE "EXISTING SHARES" AND, TOGETHER WITH ANY SONUS
COMMON SHARES THE RECORD OR BENEFICIAL OWNERSHIP OF WHICH IS ACQUIRED BY THE
STOCKHOLDER AFTER THE DATE HEREOF, THE "SHARES").
THE STOCKHOLDER ALSO OWNS THE
NUMBER OF SONUS STOCK OPTIONS LISTED ON SCHEDULE A ATTACHED HERETO ("SONUS
OPTIONS"), WHICH, TOGETHER WITH THE EXISTING SHARES, CONSTITUTE ALL OF THE
SHARES OF SONUS COMMON STOCK AND OTHER SONUS SECURITIES OWNED OF RECORD OR
BENEFICIALLY BY THE STOCKHOLDER AS OF THE DATE HEREOF.
WITH RESPECT TO THE
EXISTING SHARES, THE STOCKHOLDER HAS SOLE VOTING POWER AND SOLE POWER TO ISSUE
INSTRUCTIONS WITH RESPECT TO OR OTHERWISE ENGAGE IN THE ACTIONS SET FORTH IN
SECTION 2 HEREOF, AND SOLE POWER OF DISPOSITION, WITH NO RESTRICTIONS ON THE
VOTING RIGHTS, RIGHTS OF DISPOSITION OR OTHERWISE, SUBJECT TO APPLICABLE LAWS
AND THE TERMS OF THIS AGREEMENT.
(C)
NO CONFLICTS.
NEITHER THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT NOR THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY WILL CONFLICT WITH OR CONSTITUTE A VIOLATION OF
OR A DEFAULT UNDER (WITH OR WITHOUT NOTICE, LAPSE OF TIME, OR BOTH) ANY
CONTRACT,