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SEC Company Response from ACHIEVE LIFE SCIENCES, INC. (ACHV) (CIK 0000949858) (ACHV) — Jul 13, 2009

ACHIEVE LIFE SCIENCES, INC. (ACHV) (CIK 0000949858)
Date: July 13, 2009 · CIK: 0000949858 · Accession: 0000950123-09-021914

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File numbers found in text: 333-160251

Referenced dates: July 9, 2009

Date
July 13, 2009
Author
Assistant Director
Form
CORRESP
Company
ACHIEVE LIFE SCIENCES, INC. (ACHV) (CIK 0000949858)

Letter

Correspondence

OncoGenex Pharmaceuticals, Inc.

1522 217th Place SE, Suite 100

Bothell, WA 98021

July 13, 2009

Jeffrey P. Riedler

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

Re: OncoGenex Pharmaceuticals — Registration Statement on Form S-3 (File No. 333-160251) filed on June 26, 2009

Ladies and Gentlemen,

On behalf of OncoGenex Pharmaceuticals, Inc. (the “Company”), this letter responds to the comments of the Staff of the Securities and Exchange Commission set forth in the letter dated July 9, 2009 relating to the above-referenced registration statement (the “Form S-3”). On behalf of the Company, we are filing herewith Amendment No. 1 to the Form S-3 (the “Amendment”).

Set forth in italicized print below are the Staff’s comments, as set forth in the July 9, 2009 comment letter, followed by the Company’s responses.

Incorporation by reference of Form 8-K filed on 06/26/09

1. We note that you have not incorporated by reference your Form 8-K filed after filing of this registration statement on June 26, 2009. Because your Form 8-K filed during the waiting period for your registration statement to become effective, a statement specifically incorporating this Form 8-K was required in your disclosure on page 9. Pursuant to Securities Act Forms Compliance and Disclosure Interpretations 123.05, “if a registration statement does not specifically incorporate reports filed during the waiting period, a pre-effective amendment would be required to incorporate” it. Therefore, please file a pre-effective amendment to incorporate your Form 8-K into your registration statement.

The Company has amended the Form S-3 to incorporate by reference the above-noted Form 8-K.

Very truly yours,
/S/ Stephen Anderson

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CORRESP
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Correspondence

OncoGenex Pharmaceuticals, Inc.

1522 217th Place SE, Suite 100

Bothell, WA 98021

July 13, 2009

Jeffrey P. Riedler

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

Re: OncoGenex Pharmaceuticals — Registration Statement on Form S-3 (File No. 333-160251)
filed on June 26, 2009

Ladies and Gentlemen,

On behalf of OncoGenex Pharmaceuticals, Inc. (the “Company”), this letter responds to the
comments of the Staff of the Securities and Exchange Commission set forth in the letter dated July
9, 2009 relating to the above-referenced registration statement (the “Form S-3”). On behalf of the
Company, we are filing herewith Amendment No. 1 to the Form S-3 (the “Amendment”).

Set forth in italicized print below are the Staff’s comments, as set forth in the July 9, 2009
comment letter, followed by the Company’s responses.

Incorporation by reference of Form 8-K filed on 06/26/09

1. We note that you have not incorporated by reference your Form 8-K filed after filing of
this registration statement on June 26, 2009. Because your Form 8-K filed during the waiting period
for your registration statement to become effective, a statement specifically incorporating this
Form 8-K was required in your disclosure on page 9. Pursuant to Securities Act Forms Compliance and
Disclosure Interpretations 123.05, “if a registration statement does not specifically incorporate
reports filed during the waiting period, a pre-effective amendment would be required to
incorporate” it. Therefore, please file a pre-effective amendment to incorporate your Form 8-K into
your registration statement.

The Company has amended the Form S-3 to incorporate by reference the above-noted Form 8-K.

    Very truly yours,

    /S/ Stephen Anderson

    Stephen Anderson,

    Chief Financial Officer

cc: Randal R. Jones, Dorsey & Whitney LLP