EXHIBIT 10.2

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TERMINATION AGREEMENT

This Termination Agreement (the “Agreement”) is made and entered into as of the 24th day of April, 2015 (the “Closing Date”), by and between OncoGenex Technologies, Inc. (“OGX”) and Teva Pharmaceutical Industries Ltd. (“Teva”). OGX and Teva are referred to herein collectively as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, the Parties entered into a Collaboration and License Agreement dated December 20, 2009, as amended by the Parties on March 1, 2012 (as amended the “Collaboration and License Agreement”); and

WHEREAS, OGX wishes to continue certain research and development activities related to the Licensed Compound and/or the Licensed Product (each as defined in the Collaboration and License Agreement) and, as described in Section 1(A) below, Teva has agreed to pay to OGX a certain amount as advanced reimbursement for such activities and in consideration of the releases and other agreements set forth herein; and

WHEREAS, after good faith and arm’s length negotiations, on December 29, 2014, the Parties entered into an agreement whereby they agreed to terminate the Collaboration and License Agreement according to the terms set forth therein (the “December 29 Agreement”); and

WHEREAS, after good faith and arm’s length negotiations, and as contemplated by the December 29 Agreement, the Parties desire to further effectuate and document the termination of the Collaboration and License Agreement and settle fully and finally any potential or actual claims or disputes that they may have or had against the other in connection with the Collaboration and License Agreement, without any admission of wrongdoing or liability by either Party, and on the terms set forth below; and

WHEREAS, capitalized terms that are not defined in this Agreement shall have the meanings ascribed to them in the Collaboration and License Agreement;

NOW, THEREFORE, in consideration of the respective covenants, undertakings, representations, warranties and conditions set forth in this Agreement, and for other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, intending to be legally bound hereby, the Parties agree to the following.

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TERMS OF AGREEMENT

1.Payment.

(A)In full and final settlement of the Released Claims (as hereinafter defined) and in consideration of the releases and other agreements set forth herein, upon execution of this Agreement, OGX shall be entitled to an amount equal to Twenty-Seven Million U.S. Dollars (USD $27,000,000) (the “Advanced Reimbursement Amount”), as advanced reimbursement for certain continuing research and development activities related to the Licensed Compound and/or the Licensed Product; provided that Teva shall deduct from the Advanced Reimbursement Amount Three Million, Eight Hundred and Twenty-Two Thousand, Nine Hundred and Forty U.S. Dollars (USD $3,822,940), which is the sum of the following amounts:

i.Any and all third-party expenses incurred and paid, or invoiced and to be paid, by Teva related to the Licensed Compound and/or the Licensed Product between January 1, 2015 and the Closing Date for which OGX is responsible pursuant to Section 4 below; provided that Teva presented such expenses to OGX for approval in advance of payment and such expenses were not the subject of any reasonable and unresolved objection by OGX. For the avoidance of doubt, nothing in this Section 1(A)(i) shall alter the rights and obligations of the Parties with respect to expenses incurred on or after January 1, 2015 as set forth in Section 4(E). For further clarity, in no event shall Teva be entitled to any payment or reimbursement for internal costs (whether on a full time equivalent (“FTE”) basis or otherwise) hereunder except as expressly set forth in Sections 3(B)(v)-(vi) and 5(D)-(E); and

ii.Any and all third-party expenses (including outside counsel costs and fees) for prosecution and maintenance of the Assigned Patents and the OGX Patents (each as hereinafter defined) incurred and paid, or invoiced and to be paid, by Teva between January 1, 2015 and the Closing Date, provided that Teva delivers to OGX documentation reasonably evidencing such expenses. Notwithstanding anything in this Section 1(A)(ii), OGX shall not be responsible for any costs associated with the Abandoned Patents between January 1, 2015 and the Closing Date; and

iii.The OGX Hold-Back Amount as set forth in Section 3(A) below. The amount resulting from the deduction of the expenses set forth in subsections 1(A)(i) –(iii) from the Advanced Reimbursement Amount shall be referred to as the “Net Advanced Reimbursement Amount.” For the avoidance of doubt, Teva is obligated to and shall pay to the applicable third party any third-party expenses for which amounts are deducted pursuant to this Section 1(A).

(B)Teva shall pay the Net Advanced Reimbursement Amount by wire transfer as follows:

DESTINATION BANK:[*]

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INTERMEDIARY BANK:[*]

[*]

(C)[*] any taxes from the Advanced Reimbursement Amount.

(D)Any amounts due to Teva under this Agreement which are not deducted from the Advanced Reimbursement Amount pursuant to Section 1(A) or paid through the OGX Hold Back Amount (as hereinafter defined) shall be paid by OGX to Teva within [*] of the date when Teva provides documentation of such amounts to OGX.

(A)Upon the completion of the wire transfer of the Net Advanced Reimbursement Amount into OGX’s account as described above (the “Funding”), the releases set forth below shall become automatically effective without the requirement of further action by either Party.

(B)Upon the Funding, the Collaboration and License Agreement and all obligations of the Parties thereunder shall be deemed fully terminated, discharged, bought out, extinguished, paid, commuted, released and satisfied in full. The Parties reserve no claims, rights or benefits against each other under the Collaboration and License Agreement with respect to any past, present or future claims and each Party shall be freed from any and all claims that have been, or could be, made under the Collaboration and License Agreement, except as expressly provided in Section 9 below. Without limiting the foregoing, upon the Funding, (i) all rights and licenses granted or assigned by OGX to Teva under the Collaboration and License Agreement shall immediately cease and terminate and revert exclusively to OGX with no rights retained by Teva for any purposes whatsoever and (ii) Teva shall have no further responsibilities or rights under the Collaboration and License Agreement with respect to the development, commercialization or other activities respecting the Licensed Compound and/or Licensed Product, including the ENSPIRIT and AFFINITY studies, except as expressly provided in this Agreement.

(A)A hold-back amount of Three Million U.S. Dollars (USD $3,000,000) (the “OGX Hold-Back Amount”) shall be deducted from the Advanced Reimbursement Amount as set forth in Section 1(A)(iii) and held by Teva for the payment of amounts incurred and/or paid by Teva after the Closing Date in accordance with Section 3(B) below, and in all cases subject to OGX’s rights described in Section 3(C) below. The OGX Hold-Back Amount shall not be the exclusive source of payments to Teva to the extent such payments are due to Teva under this Agreement. To the extent that the OGX Hold-Back Amount contains insufficient funds to satisfy any amounts owing from OGX to Teva pursuant to the terms of this Agreement, then OGX shall pay to Teva the amount representing the difference between the amount owing by OGX and the remaining OGX Hold-Back Amount. Teva shall

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pay to OGX (i) one half of the then remaining OGX Hold-Back Amount six (6) months after the Closing Date, (ii) one half of the then remaining OGX Hold-Back Amount nine (9) months after the Closing Date, and (iii) the entire then remaining OGX Hold-Back Amount twelve (12) months after the Closing Date. For clarity, as it relates to items (i) – (iii) above, amounts incurred in accordance with Section 3(B) which Teva claims in good faith should be paid to Teva from the OGX Hold-Back Amount, but have not yet been paid from the OGX Hold-Back Amount, shall not be deemed part of the “remaining OGX Hold-Back Amount.”

(B)After the Closing Date, the amounts set forth in subsections (i) – (viii) of this Section 3(B) shall be paid to Teva from the OGX Hold-Back Amount to the extent there are sufficient funds available. To the extent these amounts exceed the remaining OGX Hold-Back Amount, then OGX shall pay to Teva the amount representing the difference between the amount owing by OGX and the remaining OGX Hold-Back Amount. The amounts to be paid from the OGX Hold-Back Amount are as follows:

i.Any and all expenses that are subject to deduction from the Advanced Reimbursement Amount as set forth in Section 1(A)(i)-(ii), but are not deducted from the Advanced Reimbursement Amount because Teva (a) is billed for such expenses after the Closing Date, or (b) has insufficient time, despite using its reasonable best efforts, to process the invoices for such expenses prior to the Closing Date; and

ii.Any and all third-party expenses that are incurred and become due after the Closing Date pursuant to Sections 4(B) and 4(G) below under any agreements related to the Licensed Compound or the Licensed Product that OGX has asked Teva to Transfer (as such term is hereinafter defined) to OGX; and

iii.Any and all third-party expenses that are incurred and become due after the Closing Date for which OGX is responsible pursuant to Section 4(C) below under any Newly Discovered Agreements and/or Newly Discovered Exhibits (as hereinafter defined); and

iv.Any and all third-party expenses associated with the transition activities described in Section 5(A) and 5(C) below that are not billed directly to OGX; and

v.Any and all amounts charged for pharmacovigilance activities provided by Teva for OGX’s benefit during the Pharmacovigilance Transition Period and related transition costs as set forth Section 5(D) below; and

vi.Any and all amounts [*] as set forth in [*] below for the ENSPIRIT and AFFINITY studies provided by Teva for OGX’s benefit; and

vii.Any and all expenses (excluding Teva FTE expenses) associated with [*]; and

viii.Any and all amounts for which [*] pursuant to [*] below.

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(C)Prior to the payment to Teva of any amounts from the OGX Hold-Back Amount, OGX shall have the opportunity to review documentation of such amounts and confirm, to its reasonable satisfaction, that (i) payment is due from OGX and (ii) the relevant services or products have been provided.

(A)Schedule 4(A) hereto contains a list of relevant third-party work orders and related terms and conditions for the ENSPIRIT study (the “ENSPIRIT Disclosed Agreements”). Teva represents and warrants that (i) the ENSPIRIT Disclosed Agreements listed on Schedule 4(A) are historical third-party agreements that are used for the ongoing conduct of the ENSPIRIT study, and (ii) to the best of Teva’s knowledge, OGX has been provided with copies of all such historical third-party agreements, including all exhibits, schedules, and related work orders. On the Closing Date or as soon as practicable thereafter, Teva and OGX shall enter into the Transfer Agreements that are also set forth on Schedule 4(A) in order to Transfer certain of the ENSPIRIT Disclosed Agreements to OGX. As used in this Agreement with respect to third-party agreements, work orders, and related terms and conditions, “Transfer” shall mean to (i) assign such agreement, work order, term or condition, or (ii) otherwise transfer the relevant rights and responsibilities thereunder. The Parties agree that once a third-party agreement has been Transferred, OGX shall have full authority to direct, without involvement of or notification to Teva, any and all activities permissible under such Transferred agreement, subject only to Section 5(H) below.

(B)After the Closing Date, with respect to those ENSPIRIT Disclosed Agreements that are not Transferred as of the Closing Date, and excluding those ENSPIRIT Disclosed Agreements that OGX has elected not to have Transferred as detailed in Schedule 4(A), Teva shall: (i) continue to use its reasonable best efforts [*] to Transfer such ENSPIRIT Disclosed Agreements, (ii) use its reasonable best efforts to ensure that the terms and conditions of such ENSPIRIT Disclosed Agreements do not change materially in the process of Transfer, and (iii) during the Transfer Period, [*] and otherwise in accordance with the terms of this Agreement; provided, however, that (x) in connection with such Transfer to OGX in accordance with the above, [*] nothing herein shall be construed as obligating Teva to breach any provisions of an ENSPIRIT Disclosed Agreement or require Teva to assign an ENSPIRIT Disclosed Agreement that, by its terms, is not assignable in the absence of the applicable third party’s consent. If Teva is unable to Transfer any ENSPIRIT Disclosed Agreement as contemplated above within the Transfer Period, then thereafter Teva shall be entitled to terminate such ENSPIRIT Disclosed Agreement in whole or in part as promptly as practicable according to the terms of such agreement, and OGX shall have no responsibility for any costs to terminate such agreement. During the Transfer Period, in order to effectively replicate Transfer of the ENSPIRIT Disclosed Agreements to OGX and to give OGX the commercial benefits thereof, and in accordance with Section 4(E) below, OGX shall be responsible for payment of all expenses that become due under such ENSPIRIT Disclosed Agreements. As set forth in Section 3(B)(ii) above, such expenses shall be paid to Teva from the OGX Hold-Back Amount to the extent there are sufficient funds available. To the extent such expenses exceed the remaining OGX Hold-Back Amount, then OGX shall pay to Teva the amount representing the difference between the amount owing by OGX and the remaining

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OGX Hold-Back Amount. Without limiting the foregoing, in the event of any material change of an ENSPIRIT Disclosed Agreement in the process of Transfer, OGX reserves the right to refuse the Transfer of the applicable ENSPIRIT Disclosed Agreement, in which case Teva shall be entitled to terminate such ENSPIRIT Disclosed Agreement, and OGX shall have no responsibility for any costs to terminate such agreement.

(C)In the event that, after the Closing Date, Teva or OGX discovers any additional (i) historical third-party agreements not identified on Schedule 4(A), which agreement is in full force and effect and is used to conduct the ENSPIRIT study at the time of such discovery and was not provided to OGX prior to the Closing Date (collectively, “Newly Discovered Agreements”) and/or (ii) exhibits, schedules, and work orders associated with the ENSPIRIT Disclosed Agreements which are in full force and effect and are used to conduct the ENSPIRIT study at the time of such discovery and were not provided to OGX prior to the Closing Date (collectively, “Newly Discovered Exhibits”), then the Party discovering the Newly Discovered Agreement or the Newly Discovered Exhibits shall immediately notify the other Party and provide to such Party, or instruct the third party to provide to the other Party, the agreement and any exhibits, schedules and works orders associated with the agreement. The rights and obligations of Teva and OGX as set forth in Section 4(B) above shall apply to such Newly Discovered Agreements and/or Newly Discovered Exhibits except that (x) OGX shall pay the first One Hundred Thousand U.S. Dollars (USD $100,000) in the aggregate post-January 1, 2015 expenses invoiced under Newly Discovered Agreements and/or under Newly Discovered Exhibits and (y) Teva is responsible for and will pay any such post-January 1, 2015 expenses in excess of One Hundred Thousand U.S. Dollars (USD $100,000) in the aggregate. If OGX is not billed directly for the expenses described in item (x) above then, as set forth in Section 3(B)(iii) above, such expenses shall be paid to Teva from the OGX Hold-Back Amount if there are sufficient funds available. To the extent the amount payable by OGX as described in item (x) exceeds the remaining OGX Hold-Back Amount, then the amount representing the difference between the amount owing by OGX under item (x) and the remaining OGX Hold-Back Amount shall be paid to Teva by OGX.

(D)Except as provided in Sections 4(B) and 4(C) above, Teva shall not terminate or amend any (i) ENSPIRIT Disclosed Agreement that has been transferred or is to be Transferred to OGX after the Closing Date, (ii) Newly Discovered Agreement for which OGX has submitted a written request for Transfer after OGX has been notified of such Newly Discovered Agreement, or (iii) Other Agreement set forth in Schedule 4(G) as such agreements in items (i) – (iii) relate to the Licensed Compound, the Licensed Product or the ENSPIRIT study.

(E)Except as specifically provided in Section 4(B), Section 4(C) and Section 9, OGX shall pay, and agrees to fully indemnify and hold Teva harmless for (i) any and all third-party expenses related to the Licensed Compound and the Licensed Product incurred in 2015 and thereafter, and (ii) any and all expenses incurred by Teva in recovering such expenses from OGX. OGX’s payment obligations set forth in this Section 4(E) apply regardless of whether a counterparty to any third-party agreement invoices or demands such payment from

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Teva following Transfer of such agreement to OGX. Except as specifically provided in Section 9 below, Teva shall pay, and agrees to fully indemnify and hold OGX harmless for (i) all expenses related to the Licensed Compound and/or the Licensed Product that are incurred pursuant to the Collaboration and License Agreement through December 31, 2014 (excluding expenses incurred prior to December 20, 2009 and expenses for which OGX was responsible under the Collaboration and License Agreement) and (ii) any and all expenses incurred by OGX in recovering such expenses from Teva. Teva’s payment obligations set forth in this Section 4(E) apply regardless of whether a counterparty to any third-party agreement invoices or demands payment from OGX following Transfer of such agreement to OGX or whether invoices are received in 2015 for services rendered in 2014. For clarity, [*] Licensed Compound and/or the Licensed Product except as specifically provided in Section 3(B)(v)-(vi) and Section 5(D)-(E) of this Agreement and Teva shall not be responsible for nor pay any of OGX’s internal expenses related to the Licensed Compound and/or the Licensed Product after January 1, 2015. Expenses incurred will be calculated on an accrual basis, consistent with Teva’s current practice for calculation of development expenses for the ENSPIRIT study, which practice is to accrue for work performed (e.g., expenses are incurred in 2014 for drugs and services actually provided in 2014). For example (and without limitation on other examples), Teva will remain responsible for:

(i)milestone payments, if any, payable after December 31, 2014 for which services have been provided (or, if partially provided, on a pro rata basis), on or before December 31, 2014, and

(ii)patient visits or other activities occurring on or before December 31, 2014 that are billed at a later date. For clarity, if a patient is halfway through treatment as of December 31, 2014, only the cost of services and drugs provided in 2014 would accrue in 2014.

After the Closing Date, OGX shall submit to Teva invoices for third-party expenses related to the ENSPIRIT and AFFINITY studies incurred through December 31, 2014 and billed to OGX. Teva shall pay such invoices pursuant to the terms of its contract with the applicable third party.

(F)OGX shall be entitled to participate in all material discussions between Teva and third parties to an ENSPIRIT Disclosed Agreement, Newly Discovered Agreement, or Other Agreement (as hereinafter defined) concerning the Transfer to OGX of such agreement or work plans related thereto, provided that the relevant third party consents in writing to OGX’s participation. Following Transfer of an ENSPIRIT Disclosed Agreement, Newly Discovered Agreement, or Other Agreement to OGX, no material discussions regarding OGX-011 (as defined in the Collaboration and License Agreement) and/or any pharmaceutical or medicinal preparation incorporating OGX-011 (the “OGX-011 Product”) shall occur between Teva and the applicable counterparty without the consent of OGX, which consent shall not be unreasonably withheld.

(G)Attached hereto as Schedule 4(G) is a list of relevant third-party agreements and work orders related to the research, development, marketing or

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commercialization of the Licensed Compound or the Licensed Product (the “Other Agreements”) that are in addition to those set forth in Schedule 4(A). Teva represents and warrants that (i) the agreements on Schedule 4(G) are historical third-party agreements to which Teva or its Affiliates are a party that are used for the ongoing research, development, marketing or commercialization of the Licensed Compound and/or the Licensed Product, and (ii) to the best of Teva’s knowledge, OGX has been provided with copies of all such historical third-party agreements, including all exhibits, schedules, and related work orders. Pursuant to OGX’s request, Teva undertakes to use its Commercially Reasonable Efforts to Transfer the Other Agreements [*] to OGX. In accordance with OGX’s obligations in Section 4(E) above and without limiting such obligations, following Transfer of the Other Agreements to OGX, Teva shall have no further responsibility to OGX with respect to such Agreements.

(A)On the Closing Date or as soon as practicable thereafter (or later period as may be indicated for any subsection below), Teva shall: (i) [*] submit or cause to be submitted to the applicable Regulatory Authorities appropriate documentation authorizing and evidencing the transfer of ownership from Teva to OGX of the studies set forth on Schedule 5(A)(i) (the “Covered Studies”) for which Teva is the study sponsor as of the Closing Date, (ii) otherwise take action within its control to transfer or cause to be transferred to OGX, all regulatory filings, protocol amendments, approvals and applications, as well as protocol sign-offs and approvals, relating to the Covered Studies, including all investigational new drug applications (“INDs”), Clinical Trials Authorization Applications (“CTAs”) and all regulatory approvals, drug approval applications and all related documentation and information (collectively the “Regulatory Filings”), and (iii) timely issue or cause to be issued any reasonable instruction letters to trial sites, DSMB members, and/or third-party service providers solely related to the transfer of the Covered Studies as reasonably requested and prepared by OGX. [*]

(B)As soon as practicable following the completion of the activities set forth in Section 5(A)(i), OGX shall (i) for all countries, submit or cause to be submitted to the applicable Regulatory Authorities appropriate documentation confirming that it accepts the transfer of ownership of the Covered Studies transferred by Teva. As soon as practicable following the completion of the activities set forth in Section 5(A)(ii), OGX shall otherwise take action within its control to accept transfer of the Regulatory Filings. OGX shall provide all cooperation that is reasonably required to enable Teva to perform its obligations under Section 5(A) above.

(C)On the Closing Date (or later period as may be indicated for any subsection below), Teva shall:

i.To the extent not previously provided, deliver and assign (or return) to OGX complete copies of any and all INDs, CTAs, regulatory approvals, drug approval applications, all other regulatory documents and any other regulatory filings or submissions made, filed, or drafted (whether or not complete, and including NDA drafts) for OGX-011 and/or the OGX-011 Product by Teva, its Affiliates or their respective designees; and

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ii.Deliver and assign (or return) to OGX complete copies of any and all research data, pharmacology data, preclinical data, clinical data, CMC data, marketing and promotional materials (including the video for the mechanism of action), reports (including market reports), or records in Teva’s or its Affiliates’ possession or control that relate primarily to the Licensed Compound or the Licensed Product.

iii.Deliver to OGX within [*] following the Closing Date, the items set forth in Schedule 5(C).

Notwithstanding the foregoing, for items under this Section 5(C) that are in the possession of contractors, agents or service providers of Teva and/or its Affiliates with whom Teva has an ongoing contractual relationship, [*].  Any and all documents described in subsections [*]. Any documents provided pursuant to subsections (i) –(ii) above shall be provided in the form they exist as of the Closing Date and Teva shall have no obligation to further revise or format documents. OGX shall pay all third-party expenses associated with performance of the actions described in this Section 5(C). If such expenses are not billed directly to OGX then, as set forth in Section 3(B)(iv) above, such expenses shall be paid to Teva from the OGX Hold-Back Amount if there are sufficient funds available. To the extent such expenses exceed the remaining OGX Hold-Back Amount, then OGX shall pay to Teva the amount representing the difference between the amount owing by OGX and the remaining OGX Hold-Back Amount.

(D)

i.For a period not to exceed [*] following the Closing Date (the “Pharmacovigilance Transition Period”), [*] to perform on [*] for the [*] of [*] pursuant to the terms of [*]. The [*] and [*] as used in this [*] have the [*] in the [*]. [*] shall include: [*] and [*] of the [*] and [*] of the [*] to the [*] as per [*] and [*] and [*] of the [*]. Responsibility for all other pharmacovigilance activities shall be transferred to OGX on the Closing Date, and responsibility for the [*] described in this Section 5(D)(i) shall be transferred to OGX at the end of the Pharmacovigilance Transition Period or such earlier time as agreed by the Parties.

ii.The Parties agree that the term of the Pharmacovigilance Agreement as it relates solely to the performance of the [*] described in Section 5(D)(i) above shall be extended through the Pharmacovigilance Transition Period, and that during the Pharmacovigilance Transition Period, the point of contact for OGX for receipt of Adverse Event and Serious Adverse Event reports, shall be [*]. In the event that Teva becomes aware of Adverse Event or Serious Adverse Event reports after the end of the Pharmacovigilance Transition Period, the OGX point of contact for notification shall be [*], or such other individual as OGX shall identify by written notice to Teva. The Parties also agree that the Pharmacovigilance Agreement shall be deemed amended by this Section 5(D) and that in the event of a conflict between the terms of this Agreement and the Pharmacovigilance Agreement as amended by this Section 5(D), this Agreement shall control.

iii.Teva shall perform the pharmacovigilance activities described in this Section 5(D) for the benefit of OGX and at Teva’s expense for a period of no more than [*] after the Closing Date. Any such pharmacovigilance activities performed more than

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[*] after the Closing Date shall be performed at OGX’s expense at a fixed cost of [*]. As set forth in Section 3(B)(v), such amounts shall be paid to Teva from the OGX Hold-Back Amount if there are sufficient funds available and to the extent such amounts exceed the remaining OGX Hold-Back Amount, then OGX shall pay to Teva the amount representing the difference between the amount owing by OGX and the remaining OGX Hold-Back Amount.

iv.During the Pharmacovigilance Transition Period, the Parties will cooperate reasonably to allow for the transfer of the [*] pharmacovigilance responsibilities described in Section 5(D)(i) from Teva to OGX, or to the third party designated by OGX, prior to the end of the Pharmacovigilance Transition Period. OGX shall pay Teva’s out of pocket costs (but not internal FTE expenses) associated with such transfer. As set forth in Section 3(B)(v), such costs shall be paid to Teva from the OGX Hold-Back Amount if there are sufficient funds available and to the extent such costs exceed the remaining OGX Hold-Back Amount, then OGX shall pay to Teva the amount representing the difference between the amount owing by OGX and the remaining OGX Hold-Back Amount.

(E)On the Closing Date, OGX shall take responsibility for all Chemistry Manufacturing and Control activities and bio-analytical testing of clinical materials relating to OGX-011 and/or the OGX-011 Product (collectively the “CMC Activities”) and Teva shall have no further responsibility for such CMC Activities, except as follows:

i.The Parties acknowledge that [*] for [*] performed by [*]. Accordingly, no later than [*] Teva shall, [*] provide full and complete [*] which have been [*]. Teva shall, [*] provide full and complete [*] of any [*] promptly following [*]. Teva hereby represents and warrants to OGX that it shall [*] for such period of time that is [*]. Teva shall [*] as required or requested [*].

ii.Teva shall, [*], and within [*] following the Closing Date, complete [*] that are produced as of [*]. [*] shall also complete [*] additional [*] for a period not to exceed [*] following the Closing Date. Teva shall charge OGX [*] for completing such [*]. As set forth in Section 3(B)(vi), such amounts shall be paid to Teva from the OGX Hold-Back Amount if there are sufficient funds available and, to the extent such amounts exceed the remaining OGX Hold-Back Amount, then OGX shall pay to Teva the amount representing the difference between the amount owing by OGX and the remaining OGX Hold- Back Amount. Except as explicitly stated in this section, OGX shall be responsible for all [*] after the Closing Date.

iii.Teva shall complete, [*], all [*] prior to January 1, 2015. Teva shall also complete, if requested by OGX, at a rate of [*]. As set forth in Section 3(B)(vi), amounts charged for such [*] shall be paid to Teva from the OGX Hold-Back Amount if there are sufficient funds available. To the extent such amounts exceed the remaining OGX Hold-Back Amount, then OGX shall pay to Teva the amount representing the difference between the amount owing by OGX and the remaining OGX Hold-Back Amount. [*]. Teva shall provide OGX with all [*] no more than [*] after completion of the report. Teva’s obligations regarding [*] described in this section are contingent on OGX providing Teva with an [*] prior to Closing.

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iv.Teva shall continue to have the obligations set forth in Section 5(G).

(F)On the Closing Date, OGX shall assume all responsibility for [*]. Teva has provided or made available to OGX [*] which has been [*] in the form of [*] and [*] related to such [*]. Teva has provided [*] related to the [*] without any [*]. Subject to Section 5(G) [*] to provide any [*] with respect to the [*] provided to [*] will respond to [*] regarding such programs [*].

(G)The Parties acknowledge that [*] provide under [*]. Notwithstanding the foregoing, [*] provide copies of [*] as necessary to support any regulatory audit, submission or approval reasonably requested by OGX. Teva further agrees that it shall, at OGX’s expense, make available Teva’s employees, agents, contractors and/or facilities as reasonably requested by OGX, upon reasonable notice and for a reasonable period of time, to support any such audit, submission or approval.

(H)The Parties acknowledge that OGX wishes to amend the protocol for the ENSPIRIT study as set forth on Exhibit 5(H) (the “ENSPIRIT Protocol Amendment”) [*]. The Parties further acknowledge that [*] may be [*] after the [*] will not be immediately [*] as the [*] after the [*] take the [*].  Accordingly, the Parties agree that:

i.[*] to submit the [*] the same [*] and as [*] and any other [*] to the applicable [*] of the [*]. As used in this Agreement [*] shall mean [*] as described in [*]. In those [*] where applicable [*] do not [*] to be [*] while another [*] is [*] or cause such [*] to be [*] or instruct [*] and any other required [*] has been [*] in the [*] where no [*] for a [*] only after [*] without a [*] by such [*] and

ii.If the [*] and the [*] into a [*] and [*] the same [*] and

iii.OGX shall bear all responsibilities and costs associated with the submission of the ENSPIRIT Protocol Amendment, including (a) drafting the ENSPIRIT Protocol Amendment, arranging for submission of the ENSPIRIT Protocol Amendment, and submitting appropriate letters to IRBs, and (b) responding to questions from Regulatory Authorities regarding the ENSPIRIT Protocol Amendment. Notwithstanding the foregoing, until such time as OGX becomes the ENSPIRIT study sponsor on a country-by-country basis, Teva will forward all questions from Regulatory Authorities to OGX for response and Teva reserves the right to review and comment on any communications with Regulatory Authorities concerning the ENSPIRIT Protocol Amendment. [*] immediately upon OGX becoming the sponsor of the ENSPIRIT study on a country-by-country basis. For clarity, and in accordance with its responsibilities under Section 4(E) above, OGX shall be responsible for all costs associated with the conduct of the ENSPIRIT study after the Closing Date, including any wind-down costs for the ENSPIRIT study if the ENSPIRIT study is terminated or suspended before OGX is approved as the ENSPIRIT study sponsor.

iv.OGX shall not terminate or in any way impose a termination of

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the ENSPIRIT study prior to such time as OGX is approved as the sponsor for the study in all jurisdictions. For the avoidance of doubt, Teva will terminate the ENSPIRIT study prior to such time as OGX becomes the sponsor of the study in all jurisdictions only in the event that (i) the DSMB or any Regulatory Authority determines that OGX-011 in its then current formulation, dosage form or dose level is unsafe or (ii) the DSMB confirms a finding of futility following a futility analysis performed in accordance with a valid ENSPIRIT protocol. In the event that OGX has not become the ENSPIRIT study sponsor in any jurisdiction [*] after the ENSPIRIT Sponsorship Amendment has been submitted in such jurisdiction, Teva will consider in good faith any proposal from OGX to further amend the ENSPIRIT study protocol or terminate the ENSPIRIT study. In considering any such [*] without [*] best practices in the [*]and its [*].

v.In the United States, OGX may submit, [*] the ENSPIRIT Protocol Amendment at any time after it becomes the ENSPIRIT study sponsor in the United States.

vi.[*] have no [*] for the [*] of the [*] nothing in [*] shall permit [*] other than [*] contained in [*] prior to such [*] as set forth in this paragraph 5(H) [*] in [*] on the [*].

(I)The Parties acknowledge that, subject only to Section 5(H) and Section 4, Teva shall have no right to direct or comment on any development activities by or on behalf of OGX, its Affiliates, or sublicensees, of any Licensed Compound and/or the Licensed Product.

6.Opportunity to Conduct Due Diligence. OGX acknowledges that it has had the opportunity to (i) conduct the due diligence it requested concerning Teva’s conduct of the ENSPIRIT study, including due diligence concerning the ENSPIRIT Disclosed Agreements listed on Schedule 4(A), and (ii) have its questions answered satisfactorily.

7.Transfer of Materials in Teva’s Possession or Control. Within [*] after receiving all necessary [*] shall arrange for [*] of all [*] set forth [*] to the [*] specified in [*] associated with the [*] of the [*]. As set forth in Section 3(B)(vii), such [*] expenses shall be paid to Teva from the OGX Hold-Back Amount if there are sufficient funds available and, to the extent such expenses exceed the remaining OGX Hold-Back Amount, then OGX shall pay to Teva the amount representing the difference between the amount owing by OGX and the remaining OGX Hold-Back Amount.

(A)All [*] in Teva’s and its Affiliates’ possession or control, including [*] under the control of Teva and its Affiliates, as set forth in Schedule 7; and

(B)All [*] Teva’s and its Affiliates’ possession or control, including [*] under the control of Teva and its Affiliates, as set forth in Schedule 7; and

(C)Documentation associated with the items identified in Section 7(A) above (including any [*]); and

*Confidential Treatment Requested.

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(E)All [*] in Teva’s possession at the Closing Date.

If OGX does not accept shipment of any of the above materials within [*] of the Closing Date, Teva has the right to destroy such materials following notice to OGX.

8.Releases. Effective upon the Funding and in consideration of the Advanced Reimbursement Amount and the other agreements and obligations referenced herein, and other good and valuable consideration, OGX, on its own behalf and on behalf of any and all parent corporations, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, employees, attorneys, shareholders, and agents, and Teva, on its own behalf and on behalf of any and all parent corporations, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, employees, attorneys, shareholders, and agents, do hereby mutually remise, release, covenant not to sue and forever discharge each other (and their agents and assigns) from and against all manner of actions, causes of action, suits, debts, accounts, promises, warranties, damages (including consequential or punitive damages), agreements, costs, interest, expenses, premiums, deductibles, claims or demands whatsoever, whether in law, equity, restitution or otherwise, in any jurisdiction (including but not limited to any rights, claims, or causes of action available by virtue of any statute or law in Canada or the United States), whether past, present or future, presently known or unknown, suspected or unsuspected, contractual or extra-contractual, asserted or unasserted, whether concealed or hidden, with respect to any and all past, present or future claims of any type whatsoever that they ever had, now have, or hereafter may have against each other based upon, arising out of, in connection with, in consequence of, or in any way involving, arising under, relating to or in connection with the Collaboration and License Agreement or the development or commercialization of OGX-011 and/or the OGX-011 Product (collectively, the “Released Claims”). Notwithstanding the foregoing, the Released Claims do not include, impair, or affect any of the Parties’ rights, obligations, or claims under this Agreement, including indemnification rights pursuant to Section 9 below.

(A)OGX shall defend, indemnify, and hold Teva and its Affiliates harmless against all suits, claims, actions, demands, complaints, lawsuits or other proceedings that are brought by a third party, including a current or former patient in the relevant studies, and including any patient product liability claims (collectively, “Third-Party Claims”) attributable to (i) the development (including in connection with any clinical study) and commercialization of OGX-011 and/or the OGX-011 Product after the Closing Date (which will exclude any development of OGX-011 and/or the OGX-011 Product conducted by or on behalf of Teva prior to the Closing Date); (ii) the development (including in connection with any clinical study) and commercialization of OGX-011 and/or the OGX-011 Product by or on behalf of OGX prior to December 20, 2009; or (iii) the development and commercialization of OGX-011 and/or the OGX-011 Product by or on behalf of OGX in connection with the AFFINITY study prior to the Closing Date.