OncoGenex Pharmaceuticals, Inc. 5,559,866 Shares Pre-Funded Warrants to Purchase 1,340,538 Shares Warrants to Purchase 3,450,202 Shares Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • June 27th, 2014 • Oncogenex Pharmaceuticals, Inc. • In vitro & in vivo diagnostic substances • New York
OncoGenex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Stifel, Nicolaus & Company, Incorporated is acting as representative (the “Representative”), an aggregate of (A) 5,559,866 Series A Units (the “Series A Units”), with each Series A Unit consisting of (i) one share of common stock, par value $0.001, of the Company (the “Common Stock”), and (ii) one warrant to purchase one-half (1/2) of a share of Common Stock in the form attached hereto as Exhibit B (the “Series A Warrant”) and (B) 1,340,538 Series B Units (the “Series B Units” and together with the Series A Units, the “Units”), with each Series B Unit consisting of (i) one pre-funded warrant in the form attached hereto as Exhibit C (the “Pre-Funded Warrants”), and (ii) one warrant to purchase one-half (1/2) of a share of Common Stock in t
