SUBSCRIPTION AGREEMENT

Exhibit 10.1

SUBSCRIPTION AGREEMENT

OncoGenex Pharmaceuticals, Inc.
1522 217 ^th Place SE, Suite 100
Bothell, Washington 98021

Ladies and Gentlemen:

The undersigned (the “ Investor ”) hereby confirms its agreement with you as follows:

1.  This Subscription Agreement, together with the Annex and Exhibits attached hereto, (collectively this “ Agreement ”) is made as of the date set forth below between OncoGenex Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), and the Investor.

2.  The Company has authorized the sale and issuance to certain investors of up to an aggregate of 475,000 shares (the “ Shares ”) of its Common Stock, no par value (the “ Common Stock ”), subject to adjustment by the Company’s Board of Directors, or a committee thereof, for a purchase price of $20.00 per share (the “ Purchase Price ”).

3.  The offering and sale of the Shares (the “ Offering ”) are being made pursuant to (1) an effective Registration Statement on Form S-3 (including the Prospectus contained therein (the “ Base Prospectus ”), the “ Registration Statement ”) filed by the Company with the Securities and Exchange Commission (the “ Commission ”) on June 26, 2009, as amended (2) if applicable, certain “free writing prospectuses” (as that term is defined in Rule 405 under the Securities Act of 1933, as amended), that have been or will be filed with the Commission and delivered to the Investor on or prior to the date hereof, and (3) a Prospectus Supplement (the “ Prospectus Supplement ” and together with the Base Prospectus, the “ Prospectus ”) containing certain supplemental information regarding the Shares and terms of the Offering that will be filed with the Commission and delivered to the Investor (or made available to the Investor by the filing by the Company of an electronic version thereof with the Commission) prior to the Closing Date (as defined in Annex I attached hereto).

4.  The Company and the Investor agree that the Investor will purchase from the Company and the Company will issue and sell to the Investor the Shares set forth below for the aggregate purchase price set forth below. The Shares shall be purchased pursuant to the Terms and Conditions for Purchase of Shares attached hereto as Annex I and incorporated herein by this reference as if fully set forth herein. The Investor acknowledges that the Offering is not being underwritten by an underwriter and that there is no minimum offering amount.

5.  The manner of settlement of the Shares purchased by the Investor shall be as follows:

DELIVERY BY ELECTRONIC BOOK-ENTRY AT THE DEPOSITORY TRUST COMPANY (“ DTC ”), REGISTERED IN THE INVESTOR’S NAME AND ADDRESS AS SET FORTH BELOW, AND RELEASED BY COMPUTERSHARE TRUST COMPANY (“ COMPUTERSHARE ”), THE COMPANY’S TRANSFER AGENT (THE “ TRANSFER AGENT ”), TO THE INVESTOR AT THE CLOSING (AS DEFINED IN SECTION 3.1 OF ANNEX I HERETO).

NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE INVESTOR , THE INVESTOR SHALL DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A DEPOSIT/WITHDRAWAL AT CUSTODIAN (“ DWAC ”) INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES.

NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE INVESTOR, THE INVESTOR SHALL REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING ACCOUNT DESIGNATED BY THE COMPANY:

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ABA Number: # 011000028

Account Name: OncoGenex Pharmaceuticals Inc.

Account Number: #361871071

Ref: OncoGenex Pharmaceuticals, Inc. Registered Direct Offering

Attn: Nick Galliano, State Street Bank and Trust, 1200 Crown Colony Drive, Quincy, MA 02169

Tel: (617) 537-3494 Fax: (617) 451-4609

IT IS THE INVESTOR’S RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER IN A TIMELY MANNER AND (B) ARRANGE FOR SETTLEMENT BY WAY OF DWAC IN A TIMELY MANNER. IF THE INVESTOR DOES NOT DELIVER THE AGGREGATE PURCHASE PRICE FOR THE SHARES OR DOES NOT MAKE PROPER ARRANGEMENTS FOR SETTLEMENT IN A TIMELY MANNER, THE SHARES MAY NOT BE DELIVERED AT CLOSING TO THE INVESTOR OR THE INVESTOR MAY BE EXCLUDED FROM THE CLOSING ALTOGETHER .

6.  The Investor represents that, except as set forth below, (a) it has had no position (excluding any position solely in the nature of ownership of any securities issued by the Company), office or other material relationship within the past three years with the Company or persons known to it to be affiliates of the Company, (b) it is not a FINRA member or an Associated Person (as such term is defined under the FINRA Membership and Registration Rules Section 1011) as of the Closing, and (c) taking into account the transactions contemplated hereby, the Investor Beneficially Owns (as such term is defined in the Company’s Amended and Restated Rights Agreement, as amended) less than 15% of the outstanding shares of Common Stock of the Company. Exceptions:

7.  The Investor represents that it has received (or otherwise had made available to it by the filing by the Company of an electronic version thereof with the Commission) the Base Prospectus, dated July 17, 2009, which is a part of the Company’s Registration Statement and the documents incorporated by reference therein (collectively, the “ Disclosure Package ”) prior to or in connection with the receipt of this Agreement. The Investor acknowledges that, prior to delivery of this Agreement to the Company, the Investor will receive certain additional information regarding the Offering, including pricing information. Such information may be provided to the Investor by any means permitted under the Securities Act of 1933, as amended, including the Prospectus, a free writing prospectus or oral communications.

8.  No offer by the Investor to buy Shares will be accepted and no part of the Purchase Price will be delivered to the Company until the Company has accepted such offer by countersigning and delivering a copy of this Agreement to the Investor, and any such offer may be withdrawn or revoked by the Investor, without obligation or commitment of any kind, at any time prior to the Company delivering a countersigned copy of this Agreement in accordance with Section 11 of Annex I hereto. An indication of interest will involve no obligation or commitment of any kind until this Agreement is accepted, countersigned and delivered to the Investor by or on behalf of the Company.

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Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

Dated

this       day of                   , 2009:

Agreed and Accepted

this       day of       day of                   , 2009:

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ANNEX I

TERMS AND CONDITIONS FOR PURCHASE OF SHARES

Terms used in this Annex I but not defined have the meaning ascribed to them in the Subscription Agreement to which this Annex I is attached (said Subscription Agreement, together with the Annex and Exhibits attached thereto, collectively this “ Agreement ”). All references to dollar amounts used herein refer to United States dollars unless expressly noted otherwise.

1. Authorization and Sale of the Shares

Subject to the terms and conditions of this Agreement, the Company has authorized the sale of the Shares.

2. Agreement to Sell and Purchase the Shares.

2.1 At the Closing, the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “ Signature Page ”) for the aggregate purchase price therefor set forth on the Signature Page.

2.2 The Company proposes to enter into this same form of Agreement in all material respects with certain other investors (the “ Other Investors ”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “ Investors ,” and this Agreement and the Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “ Agreements.”

3. Closings and Delivery of the Shares and Funds.

3.1 Closing. The completion of the purchase and sale of the Shares (the “ Closing ”) shall occur at a place and time (the “ Closing Date ”) to be specified by the Company, and of which the Investors will be notified in advance in writing by the Company (and for purposes of this Section 3.1, in writing via e-mail is sufficient) but in no event will the Closing Date be more than 15 calendar days later than the date the Investor delivers the funds to the Company as described in Section 3.3, below. At the Closing, (a) the Company shall cause the Transfer Agent to deliver to the Investor the number of Shares set forth on the Signature Page registered in the name of the Investor or, if so indicated on the Investor Questionnaire attached hereto as Exhibit A , in the name of a nominee designated by the Investor and (b) the aggregate purchase price for the Shares being purchased by the Investor will have been delivered by or on behalf of the Investor to the Company, subject to Section 3.3 hereof.

3.2 Conditions to the Company’s Obligations. The Company’s obligation to issue and sell the Shares to the Investor shall be subject to: (a) the Company having accepted the Investor’s offer to purchase the Shares, which shall be evidenced by the Company countersigning and delivering a copy of this Agreement to the Investor; (b) the receipt by the Company of the purchase price for the Shares being purchased hereunder as set forth on the Signature Page; (c) the Shares having been designated for quotation or listing on the Nasdaq Capital Market and there having been no suspension from trading thereon; and (d) the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings