Preview | Employment Agreement |

OncoGenex, Inc., a Corporation incorporated under the laws of Washington and having an office at Seattle, Washington

WHEREAS the Company is a research and development company engaged in clinical research of novel therapeutics for cancer;

AND WHEREAS the Company and the Employee wish to enter into this Employment Agreement under the terms and conditions herein;

AND WHEREAS during the course of the Employees employment with the Company, the Employee will be introduced to, have contact with, and her services may be solicited by, one or more of the clients of the Company;

AND WHEREAS the Employee will acquire knowledge, experience and expertise, as well as detailed knowledge of the Companys confidential customer and supplier lists and information, marketing techniques, price lists, trade secrets and other property which is and shall be the property of the Company, and the disclosure, loss or, unauthorized use of which would substantially harm the business of the Company;

NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1

EMPLOYMENT RELATIONSHIP

1.1 The terms of employment under this Agreement are not intended to create, and should not be construed as creating, a contract for employment. All employees are employed on an at-will basis. At-will employment means that either the Company or the employee can terminate the employment relationship at any time, with or without prior notice, for any reason not otherwise prohibited by law. Any representation to the contrary is not binding on the Company unless it is in writing and is signed by the President of the Company. This Agreement shall be effective on September 12, 2005 (the Effective Date).

*Certain information in this exhibit has been omitted as confidential, as indicated by [***]. This information has been filed separately with the Commission.

ARTICLE 2

DUTIES AND RESPONSIBILITIES

2.1 The Employee shall serve the Company as an Employee initially in the position of Executive VP and Chief Medical Officer and initially reporting to the President.

2.2 The Employee shall undertake and perform the following duties and responsibilities:

(a) participate in the overall strategic orientation of the Company;

(b) contribute significantly to the identification and selection of future therapeutic opportunities;

(c) provide leadership, establish strategy and implement drug development and regulatory affairs efforts. Clinical development will encompass full therapeutic responsibility from Phase I-Phase IV including Medical Communications, Pharmacovigilance and Safety;

(d) ensure project goals and timelines are met by working with the clinical team, clients, co-development partners, CROs and principal investigators, and design and prepare clinical trial protocols, conduct data analysis, and review and modify development programs as necessary;

(e) provide leadership to establish the essential conditions for determining the safety, efficacy, medical usefulness, and eventual marketability of the Companys and clients drug candidates;

(f) provide medical guidance and direction to the Companys and clients clinical development programs;

(g) establish relationships with thought leaders, consultants and key clinicians across the varied segments of interest to ensure that the Company and clients have a clear understanding of clinicians needs and requirements as well as medical practice patterns, and to encourage support of the Companys and clients clinical programs;

(h) provide key medical/scientific input into regulatory submissions;

(i) manage cross-functional collaborations, both internal and external to the Company including representing the Company as an expert liaison to academic specialists;

(j) travel as necessary, consistent with project needs; and

(k) perform such other duties and responsibilities as may be assigned or vested in her by the Employees supervisor from time to time and which are consistent with the duties and responsibilities of an executive vice president and chief medical officer, and such duties, responsibilities, or assignments as are necessary for adjustment to changes in the Companys business.

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