COLLABORATION AND LICENSE AGREEMENT

THIS COLLABORATION AND LICENSE AGREEMENT (Agreement) is made and entered into effective as of January 5, 2005 (the Effective Date), by and among ONCOGENEX TECHNOLOGIES INC., having offices at #400 1001 West Broadway, Vancouver, B.C., V6H 4B1 (OncoGenex) and ISIS PHARMACEUTICALS, INC., having principal offices at 2292 Faraday Avenue, Carlsbad CA 92008 (Isis).  OncoGenex and Isis each may be referred to herein individually as a Party, or collectively as the Parties. 

WHEREAS, Isis and OncoGenex wish to collaborate in the identification of two lead MOE Gapmers targeted to inhibit two separate Collaboration Gene Targets, using Isis proprietary MOE chemistry, on the terms set forth below;

NOW, THEREFORE, the Parties do hereby agree as follows:

ARTICLE 1 - DEFINITIONS

Capitalized terms used in this Agreement and not otherwise defined herein have the meanings set forth in Appendix 1.

ARTICLE 2 -
SCOPE OF COLLABORATION; COLLABORATION ACTIVITIES

Section 2.1                                   Scope of Collaboration.  The Parties will collaborate to jointly identify MOE Gapmers designed to inhibit the Collaboration Gene Targets according to the Project Plan attached hereto as Appendix 2.4.1 and made part of this Agreement (the Collaboration).  Following the completion of the Project Plan, OncoGenex will be solely responsible for the continued development and commercialization of any Products, subject to royalty and milestone payments to be paid to Isis as set forth in this Agreement. 

Section 2.2                                   Collaboration Activities.

2.2.1                     General.  The Parties will use Commercially Reasonable Efforts to conduct their respective responsibilities outlined in the Project Plan in accordance with this Agreement and the Project Plan in good scientific manner, and in compliance in all material respects with all Applicable Law, and will cooperate reasonably with the other Party to achieve the goals of the Collaboration.

2.2.2                     Collaboration Exclusivity.     During the Term of this Agreement, neither Party nor their Affiliates will (a) engage, on behalf of itself or any other party, in the research, development,  manufacture, use, offer for sale, sale or import of Antisense Compounds designed to modulate the Collaboration Gene Targets, or (b) grant to any Third Party any license or right to research, develop, make, have made, use, sell, offer for sale, have sold or import Products, other than as provided in this Agreement. Notwithstanding the foregoing, (i) OncoGenex retains the right (A) to use, have used and

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

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