SecProbe.io

Mail Stop 4546
April  24, 201 7

Scott Cormack
President and Chief Executive Officer
OncoGenex Pharmaceuticals,  Inc.
19820 North Creek Parkway
Bothell, Washington  98011

Re: OncoGenex Pharmaceuticals,  Inc.
Registration Statement on Form S -4
Filed  March 27 , 2017
  File No. 333-216961

Dear Mr. Cormack :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and 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 tell us why in yo ur
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments .

Prospectus Summary
Merger Consideration, page 11

1. Please disclose the market value of the OncoGenex shares that will be issued for each
share of Achieve common stock as of the latest pract icable date.

Contingent Value Rights, page 13

2. Please clearly state here, and elsewhere as appropriate,  that you have not i dentified a third
party for the development and/or commercialization of apatorsen and you have not set
any milestones at  this time and it is uncertain whether  you wi ll do so.  Please also clearly

Scott Cormack
OncoGenex Pharmaceuticals, Inc.
April 24, 2017
Page 2

 state that OncoGenex  shareholders will not be able to determine the  value of the CVRs, if
any, prior to voting in the merger since a portion of the consideration will be contingent
upon the occurrence of future events.

Questions and Answers About the Merger
Why are the t wo companies proposing to merge ?, page 2

3. We note you r statements here and elsewhere , including in the Business section, that
certain third -party trials have demonstrated “good efficacy” and a “favorable comparative
safety profile”  as well as “promising efficacy and safety results ” for cytisine.  Please
remove statements suggesting that cytisine is safe and effective as approval by the FDA
and other regulatory agencies is depende nt on such agencies making this determination.
It is premature to suggest that a non -approved product is safe or effective.   Please also
make clear in this section and elsewhere as appropriate that you have not yet submitted
an IND to the FDA for cytisine  or started clinical trials for cytisine with any other
regulatory agency.

4. Where you discuss the positive Phase 2 results for apatorsen, please balance your
disclosure to reflect that all but one of the Phase 2 clinical trials failed to meet their
clinical endpoints.

Risk Factors  Related to the Merger , page 25

5. Please add a risk factor regarding the uncertainty of the tax treatment of the CVRs.

Apatorsen may cause undesirable and potentially serious side effects . . ., page 37

6. Please revise your risk factor to disclose that serious adverse events were reported for
half of patients in the phase 1 clinical trial for solid tumors.

The illegal distribution and s ale by third parties . . , page 65

7. Please revise your disclosure to explain the meaning and significance of Cytisine being
labeled a “New Chemical Entity.”

Third -party claims of intellectual property infringement . . ., page 68

8. We note that you are aware of U.S. and foreign patents and pending patent applications
owned by third parties that cover therapeutic uses of cytisine.  We also note that you may
challenge the validity of these patents and patent applications and may also s eek to
negotiate a license of rights to technology covered by such patents.  Please explain
whether your ability to manufacture or market your product candidates is dependent upon
your ability to challenge the validity of these patents and/or obtain a lice nse to the
technology covered by the patents.

Scott Cormack
OncoGenex Pharmaceuticals, Inc.
April 24, 2017
Page 3

 Background of the Merger, page 79

9. Please supplementally provide us with copies of all materials prepared by MTS Health
Partners or MTS Securities and shared with your board of directors and their
representatives, including  copies of all board books and all transcripts and summaries,
that were material to the  board’s decision to approve the merger agreement and the
transactions contemplated thereby.

10. Please identify who Ms. Griffin is the first time  that she is mentioned in this section  and
disclose what role she played in the process .

11. We note your disclosure on page 87 th at the board of directors considered the proposed
terms offered by each of Achieve, Company A and Company D before deciding to
inform Company D that it would no longer be part of the process.  Please describe the
material differences in the proposed terms by each of Achieve, Company A and
Company D at that time.

12. We note on page 88 that Achieve and Sopharma were willing to enter into an amended
and restated supply agreement to clarify certain “ambiguities.”  Please disclose the
material ambiguities .  We further note the disclosure on page 91 that the parties have
agreed to a letter agreement outlining the key terms of the amended and restated supply
agreement, and that this agreemen t will be signed by Achieve and Sopharma prior to
closing of the transaction.  Please revise your disclosure here and in your description of
the Sopharma supply agreement to disclose the key terms of the amended and restated
supply agreement.  Please also tell us whether you intend to file a copy of the agreement
as an exhibit to the registration statement.

13. We note your disclosure on page 89 that Company B decided to withdraw from the
process.  Please revise to disclose the reasons why Company B was no lon ger interested
in a transaction.

14. We n ote your disclosure on page s 90 and 92 regarding various discussions with Achieve
regarding the transaction terms.  Please disclose in greater detail any material
developments in such discussions with respect to the am ount or form of consideration,
the determination of the exchange ratio, the size of the termination and reverse
termination fees or other materials terms of the merger agreement.

Opinion of the Financial Advisor to OncoGenex ’s Board of Directors, page 100

15. We note your disclosure that MTS Securities received certain financial projections
prepared by OncoGenex  relating to OncoGenex ’s and Achieve’s business and that such
projections were utilized per OncoGenex ’s instruction in the OncoGenex  valuation
analysis and the Achieve valuation analysis .  Please  disclose the projections used by the
financial advisor for the  relevant analys es.

Scott Cormack
OncoGenex Pharmaceuticals, Inc.
April 24, 2017
Page 4

Public Trading Comparable Companies Analysis, page 106

16. Please disclose the relevant selection criteria for each of the companies used in the public
trading comparable companies analysis, including  the underlying data for the companies
such as  the number of products , the pipeline , and the clinical stage of product s.  Please
also disclose  whether any  of these companies have products in commercial stage.  Finally,
please disclose whether any companies that met the  selection criteria w ere excluded from
the analysi s and why .

General Overview of Analyses; Other Considerations, page 107

17. Please revise the disclaime r stating that MTS securities has not assumed any
responsibility for the form or content of this proxy statement/prospectus/information
statement to clarify that MTS is not disclaiming responsibility for the description of the
MTS Opinion contained in the proxy statement/prospectus/information statement.

Tax Treatment of the Merger, page 113

18. We note your statement s here and elsewhere in the prospectus  that the parties intend the
first and second  merger , taken together,  to qualify as a reorganization  with the result that
Achieve stockholders will not recognize taxable gain or loss for U.S. federal income tax
purposes . Please provide a firm conclusion regarding the material federal income  tax
consequences to investors and  file a tax opinion as required by Item 601(b)(8) of
Regulation S -K. Additionally, revise the discussion of the tax consequences to clarify that
the di scussion is counsel’ s opinion  and revise the related disclos ure elsewhere  in the
prospectus , such as in the “Questions and Answers About the Merger” , to provide a firm
conclusion .  Please also delete the word “certain” in the phrase “certain material U.S.
Federal State tax consequences  of the Merger” from the heading in this section.

Directors and Executive Officers of OncoGenex Following the Merger, page 123

19. We note that certain officers and directors of both OncoGenex and Achieve will become
directors and executive officers of the combined company.  Please disclosure whether
you have entered into employment agreements with any of these individuals and
disclosure the material agreements of those agreements.  Please also file the agreements
as exhibits to your Form S -4, as applicable.

Tax Treatment of CVRs, page 138

20. We note your statement that the issuance and distribution of CVRs could be treated in a
variety of ways, including as a taxable dividend, a non -taxable return on capital, or as a
distribution of equity in which case holders should not recognize gain or los s.  Please tell
us your consideration as to whether the issuance and distribution of the CVRs as part of

Scott Cormack
OncoGenex Pharmaceuticals, Inc.
April 24, 2017
Page 5

 the consideration in th e transaction involves material tax con sequences that should be
opined upon.  To the extent you do not believe an opinion is req uired, please tell us why.
If you do provide an opinion, please expand the disclosure under this caption to describe
counsel’s opinion and the assumptions upon which the opinion is based , or, if  counsel is
unable to opine  on this issue, please so state  and explain why it is not able to opine and
the possible outcomes and risks to investors.   For reference see  Staff Legal Bulletin No.
19 (2011).

Summary of Compl eted Apator sen Clinical Trials
Summary of Borealis -1 Results —The Randomized Phase 2 Clinical Trial in Patients with
Metastatic Bladder Cancer, page 154

21. We note your disclosure regarding increased adverse events at 1000mg dosage of
apatorsen in this trial .  Please expand your disclosure to list all serious  adverse events
reported to date and the number of patients who h ave reported such events .

Summary of Results of Apatorsen Phase 1 Clinical Trial in Patients with Solid Tumors, page 157

22. We note your disclosure regarding  certain adverse and serious adverse events reported .
Please expand your disclosure to list all su ch adverse and serious adverse events  and the
number of patients who have reported such events to the extent not already disclosed .

License and Collaboration Agreements, page 158

23. Please expand your disclosure regarding the Ionis and UBC collaboration and license
agreement for apatorsen to disclose the royalty term and the amount of milestone
payments that the company is obligated to pay for each of the development, regulatory
and commercial milestones.

Achieve Business
The Global Smoking Cessation Market, page 167

24. Please provide the basis for your statement s that Chantix and Zyban are associated with
side effects, including abnormal dreams, insomnia and nausea , and that NRTs have been
shown to be less effective than prescription drugs.   Please also supplementally provide us
with copies of the studies showing that there is no a pparent difference in efficacy
between cytisine and Chantix.

Cystisine Clinical Trials, page 168

25. We note your disclosure regarding  certain adverse events reported.  Please expand your
disclosure to list all such adverse events and the number of patients who have reported
such events.

Scott Cormack
OncoGenex Pharmaceuticals, Inc.
April 24, 2017
Page 6

 Achieve’s  License and Supply Agreements, page 173

26. Please expand your disclosure regarding the Sopharma and University of Bristol license
agreement to explain the significance of the licensed patent under each agreement,
including the technology or product to which the patents relate and the patent expiration
dates.  Please also  disclose the royalty term , the amount paid under each of the
agreements to date , and the amount of milestones payable under the University of Bristol
agreement for each of the clinical development and commercial milestones.

Management Following the Merger
2016 Achieve Executive Compensation, page 212

27. For each person who will serve as an executive officer or director of the combined
company, please include the information required by Item 18(a)(7) of Form S -4.

Certain Relationships and Related Party Transactions
Achieve Related -Party Transactions, page 228

28. We note that Achieve agreed to pay Ricanto Limited $41,666 per month for services in
2015 and 2016, but Achieve has not made such payments.  Please tell us whether Ricanto
Limited has forgiven the amounts owed to him under this agreement and w hether the
agreement is still in effect.

Description of OncoGenex  Capital Stock, page 238

29. We note your statement that the description of capital stock is subject to and qualified in
its entirety by OncoGenex ’s certificate of incorporation.  It is not appropriate to qualify
your disclosure by reference to information that is not included in the prospectus or filed
as an exhibit to the registration statement.  Please revise accordingly.

Comparison of Rights of Holders of OncoGenex  Stock and Achieve Stock, page 242

30. We note your statement that t his discussion is qualified in its entirety by reference to the
DGCL and the various documents of OncoGenex  and Achieve that are referred to in the
summaries.  It is not appropriate to qualify your disclosure by reference to information
that is not include d in the prospectus or filed as an exhibit to the registration statement.
Please revise accordingly.

Principal Stockholders of OncoGenex , page 246

31. Please provide this information as of the most recent practicable date  prior to filing .

Scott Cormack
OncoGenex Pharmaceuticals, Inc.
April 24, 2017
Page 7

 Achieve Life Science, Inc.
Notes to Consolidated Financial Statements
8. Commitments and Contingencies, page F -55

32. Please expand your disclosure regarding the University of Bristol license agreement to
disclose the amount of the license fees tied to specific clinical development and
commercialization milestones.

Exhibit 99.2

33. We note that MTS Securities disclaims that is comes within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933.  Please have
MTS Securities revise the consent to remove this disclaimer .

We remind you that the company and its management a re responsible for the accuracy
and adequacy of their disclosures, notwith standing any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact Rolf Sundwall  at (202) 551 -3105  or Mark Brunhofer  at (202) 551 -3494
if you have questions regarding comments on the financial statements and related matters.
Please contact Ada D. Sarmento  at (202) 551 -3798 or Erin Jaskot, Special Counsel,  at (202) 551 -
3442 with any other questions .

Sincerely ,

 /s/ Erin K. Jaskot, for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  Robert Free dman
 Fenwick & West  LLP