COLLABORATION AND LICENSE AGREEMENT

THIS COLLABORATION AND LICENSE AGREEMENT (Agreement) is made and entered into effective as of August 31, 2003 (the Effective Date), by and among ONCOGENEX TECHNOLOGIES INC., having offices at Jack Bell Research Centre, Rm 550, 2660 Oak Street, Vancouver, B.C., V6H 3Z6 (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 a lead antisense compound targeted to inhibit both IGFBP-5 and IGFBP-2 simultaneously (a bi-specific oligonucleotide), as well as lead antisense compounds targeted to inhibit each of IGFBP-5 and IGFBP-2 separately, 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 initiated a collaboration prior to the Effective Date to jointly identify antisense compounds targeted to inhibit IGFBP-5 and IGFBP-2, both genes separately and together (the Collaboration), according to the Project Plan attached hereto as Appendix 2.3.1 and made part of this Agreement. 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 will engage, on behalf of itself or any other party, in the development or commercialization of antisense compounds targeted to IGFBP-5 and/or IGFBP-2 other than as provided in this Agreement. Notwithstanding the forgoing, OncoGenex retains

*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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