SecProbe.io

April  8, 2016

Via E -mail
John Bencich
Chief Financial Officer
OncoGenex Pharmaceuticals, Inc.
19820 North Creek Parkway, Suite 201
Bothell, Washington 98011

Re: OncoGenex Pharmaceuticals, Inc.
  Preliminary Proxy  Statement filed on Schedule 14A
Filed April 1 , 2016
File No. 033-80623

Dear Mr. Bencich :

We have revi ewed the above -captioned filing  and have the following comments.  Some
of our comments may ask for additional information to be provided so that we may better
understand the disclosure.

Please respond to this letter by amending the filing or by providing the requested
information.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please advise us why.

After reviewing any amended filing and any information you provide in response to these
comments, we may have additi onal comments.

PREC14A filing made on April 1 , 2016

General

1. Please revise the  cover page of the  proxy statement and form of proxy t o clearly identify
it as being preliminary.  See Rule 14a -6(e)(1) of Regulation 14 A.

2. Please ensure that the approximate date on which the proxy statement and form of proxy
are first sent or given to security holders appears on the first page of the proxy.  Please
refer to Item 1(b) of Schedule 14A and Rule 14a -6(d) of Regulation 14 A.

Background of the Stockholder Nominatio ns, page 4

3. We note the disclosure stating that your Nominating and Governance Committee and
Board of Directors determined not to include any of VCM’s nominees to the Board of
Directors at the Annual Meeting “due to the lack of experience, industry knowledge,

John Bencich
OncoGenex Pharmaceuticals, Inc.
April 8, 2016
Page 2

 seniority and pedigree of these individuals to serve on our Board of Directors.”  Rule
14a-9 under Regulation 14A requires a reasonable and factual basis for a ll beliefs, and
such beliefs must be clearly characterized as such with the support self -evident, disclosed
in proxy materials or provided to the staff as supplemental information.  Please provide
support for the cited assertion  and characterize it and all  similar state ments as beliefs .

4. Please  revise to indicate whether VCM was entitled to make nominations at the
Company’s 2016 annual meeting.  If so, please  revise to provide the l egal basis for
excluding VCM’s shareholder nominees from the annual meeting .  For example , to the
extent that Oncogenix determined that VCM’s submission failed to comply with the
bylaw provisions for stockholder nomination of directors as described on page 10 or
other requirements under state law, please revise the proxy statemen t to so state and
describe the specific deficiencies in VCM’s submission.

Expenses, page 4

5. Please revise to include the disclosures required by Items 4(b) and 5(b) of Schedule 14A.

Proposal 1 – Election of Directors, page 11

6. We note the disclosure that if a nominee is unable or declines to serve as a director at the
time of the Annual Meeting, the proxies will be voted for any nominee who is designated
by the present Board of Directors to fill the vacancy.  Please conform this disclosure to
the lang uage of Rule 14a -4(c)(5) of Regulation 14A.   Please also confirm that should you
lawfully identify or nominate substitute nominees before the meeting, you will file an
amended proxy statement that (1) identifies the substitute nominees, (2) discloses
wheth er such nominees have consented to being named in the revised proxy statement
and to serve if elected and (3) includes the disclosure required by Items 5(b) and 7 of
Schedule 14A with respect to such nominees.

We urge all persons who are responsible for t he accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the participants in the solicitation are
in possession of all facts relating to the disclosure presented in the above -captioned filing, they
are responsible for the accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
ackno wledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

John Bencich
OncoGenex Pharmaceuticals, Inc.
April 8, 2016
Page 3

  the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact me at (202) 551 -3203 or Daniel F. Duchovny, Special Coun sel, at (202)
551-3619 if you have any questions regarding our comments.

Sincerely,

        /s/ Bryan J. Pitko

Bryan J. Pitko
Attorney Advisor
Office of Mergers and Acquisitions

cc: Alan Smith
Fenwick & West LLP