10-Q

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2008

Commission File No. 0-16614

PONIARD PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)

Washington (State or other jurisdiction of incorporation or organization)	91-1261311 (IRS Employer Identification No.)
7000 Shoreline Court, Suite 270, South San Francisco, CA 94080 (Address of principal executive offices)
Registrant's telephone number, including area code: (650) 583-3774

        Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes    ý        No    o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer ý Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes    o        No    ý

        As of May 1, 2008, 34,687,724 shares of the Registrant's common stock, $.02 par value per share, were outstanding.

TABLE OF CONTENTS

QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED March 31, 2008

		PAGE
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Condensed Consolidated Balance Sheets as of March 31, 2008 and December 31, 2007 (unaudited)	3
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2008 and 2007 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2008 and 2007 (unaudited)	5
	Notes to Condensed Consolidated Financial Statements (unaudited)	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15
PART II	OTHER INFORMATION
Item 1A.	Risk Factors	17
Item 6.	Exhibits	18
Signatures		19
Exhibit Index		20

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PONIARD PHARMACEUTICALS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)

					March 31, 2008			December 31, 2007
ASSETS
Current assets:
	Cash and cash equivalents				$	34,814		$	29,335
	Cash—restricted					281			281
	Investment securities					49,880			63,286
	Prepaid expenses and other current assets					1,210			955
			Total current assets			86,185			93,857
	Facilities and equipment, net of depreciation of $1,043 and $954					1,085			1,121
	Other assets					131			141
	Licensed products, net					9,717			10,021
				Total assets	$	97,118		$	105,140
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Accounts payable				$	544		$	677
	Accrued liabilities					5,081			4,550
	Current maturities of note payable and capital lease obligation					4,331			4,247
		Total current liabilities				9,956			9,474
Long-term liabilities:
	Note payable and capital lease obligation, net of current portion and discount of $857 and $1,018					5,606			6,561
			Total long-term liabilities			5,606			6,561
Shareholders' equity:
	Preferred stock, $.02 par value, 2,998,425 shares authorized: Convertible preferred stock, Series 1, 205,340 shares issued and outstanding (entitled in liquidation to $5,175)					4			4
	Common stock, $.02 par value, 200,000,000 shares authorized: 34,687,724 and 34,662,689 shares issued and outstanding					694			693
	Additional paid-in capital					403,668			401,225
	Accumulated deficit, including other comprehensive income of $46 and $59					(322,810	)		(312,817	)
			Total shareholders' equity			81,556			89,105
				Total liabilities and shareholders' equity	$	97,118		$	105,140

See notes to the condensed consolidated financial statements.

3

PONIARD PHARMACEUTICALS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(unaudited)

		Three Months Ended March 31,
		2008			2007
Revenues		$	—		$	—
Operating expenses:
Research and development			6,336			5,500
General and administrative			4,183			2,400
	Total operating expenses		10,519			7,900
Loss from operations			(10,519	)		(7,900	)
Other income (expense):
Interest income			986			637
Interest expense			(361	)		(466	)
Other, net			39			—
	Net other income (expense)		664			171
Net loss			(9,855	)		(7,729	)
Preferred stock dividends			(125	)		(125	)
Net loss applicable to common shares		$	(9,980	)	$	(7,854	)
Loss per share:
	Basic and diluted loss applicable to common shares	$	(0.29	)	$	(0.34	)
	Weighted average common shares outstanding—basic and diluted		34,681			22,808

See notes to the condensed consolidated financial statements.

4

PONIARD PHARMACEUTICALS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)

				Three Months Ended March 31,
				2008			2007
Cash flows from operating activities:
Net loss				$	(9,855	)	$	(7,729	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization					393			357
Amortization of discount on notes payable					171			204
Amortization of discount on investment securities					(213	)		(68	)
Stock options and warrants issued for services					(5	)		8
Stock-based employee compensation					2,358			479
Change in operating assets and liabilities:
	Prepaid expenses and other assets				(255	)		(387	)
	Accounts payable				(133	)		(23	)
	Accrued liabilities				406			408
		Net cash used in operating activities			(7,133	)		(6,751	)
Cash flows from investing activities:
Proceeds from sales and maturities of investment securities					26,700			1,500
Purchases of investment securities					(13,094	)		(8,874	)
Facilities and equipment purchases					(53	)		(235	)
		Net cash provided by (used in) investing activities			13,553			(7,609	)
Cash flows from financing activities:
Payment of licensed product payable					—			(5,000	)
Payment of principal on notes payable					(1,032	)		(952	)
(Increase) decrease in restricted cash					—			(145	)
Payment of offering costs					—			(56	)
Proceeds from stock options and warrants exercised					91			—
		Net cash used in financing activities			(941	)		(6,153	)
			Net increase (decrease) in cash and cash equivalents		5,479			(20,513	)
Cash and cash equivalents:
Beginning of period					29,335			44,148
End of period				$	34,814		$	23,635
Supplemental disclosure of non-cash financing activity:
Accrual of preferred dividend				$	125		$	125
Supplemental disclosure of cash paid during the period for:
Interest				$	195		$	268

See notes to the condensed consolidated financial statements.

5

PONIARD PHARMACEUTICALS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Basis of presentation

        The accompanying unaudited condensed consolidated financial statements include the accounts of Poniard Pharmaceuticals, Inc. and subsidiary (the Company). All intercompany balances and transactions have been eliminated in consolidation. The Company has historically experienced recurring operating losses and negative cash flows from operations. As of March 31, 2008, the Company had net working capital of $76,229,000 and had an accumulated deficit of $322,810,000 with total shareholders' equity of $81,556,000.

        The accompanying condensed consolidated financial statements contained herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2007 filed with the SEC on March 13, 2008, and available on the SEC's website, www.sec.gov.

        The accompanying condensed consolidated financial statements are unaudited. In the opinion of the Company's management, the condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring accruals necessary to present fairly the Company's financial position as of March 31, 2008 and the results of operations and cash flows for the periods ended March 31, 2008 and 2007.

        The results of operations for the periods ended March 31, 2008 and 2007 are not necessarily indicative of the expected operating results for the full year.

        Estimates and Uncertainties:    The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Note 2. Fair value measurements

        In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 157, "Fair Value Measurements," for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. SFAS 157 introduces a framework for measuring fair value and expands disclosure requirements about fair value measurements. SFAS 157 applies to other accounting pronouncements that require or permit fair value measurements, but does not in itself require any new fair value measurements. SFAS 157 for financial assets and liabilities is effective for fiscal years beginning after November 15, 2007. The Company adopted the standard for those assets and liabilities as of January 1, 2008 with no material impact on its consolidated financial statements.

        The SFAS 157 framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS 157 establishes a fair value hierarchy which requires an entity to maximize

6

PONIARD PHARMACEUTICALS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

Note 2. Fair value measurements (Continued)

the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes the following three levels of inputs that may be used to measure fair value:

•

Level 1—Quoted prices in active markets for identical assets or liabilities.



•

Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.



•

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

        The Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

        Assets and liabilities measured at fair value on a recurring basis are summarized below:

	Fair Value Measurements as of March 31, 2008
	Total	Level 1	Level 2	Level 3
	(in thousands):
Investment securities	49,880	49,880	—	—
Total	49,880	49,880	—	—

Note 3. Investment securities

        Investment securities consisted of the following at March 31, 2008 (in thousands):

					Gross Unrealized
			Amortized Cost							Estimated Fair Value
					Gains		(Losses)
Type of security:
	Corporate debt securities		$	49,834	$	110	$	(64	)	$	49,880
		Net unrealized gain					$	46
Maturity:
	Less than one year		$	47,627						$	47,679
	Due in 1-2 years			2,207							2,201
			$	49,834						$	49,880

        The Company's management has concluded that the unrealized losses are temporary, as the duration of the decline in the value of the investments has been relatively short; the extent of the decline, both in dollars and percentage of cost is not severe; and the Company has the ability and intent to hold the investments until at least substantially all of the cost of the investments is recovered.

7

PONIARD PHARMACEUTICALS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

Note 4. Picoplatin license and amendment

        The Company has entered into an exclusive worldwide license, as amended, with Genzyme Corporation (successor to AnorMED, Inc.) for the development and commercial sale of picoplatin. Under that license, the Company is solely responsible for the development and commercialization of picoplatin. Genzyme retains the right, at the Company's cost, to prosecute its patent applications and maintain all licensed patents. The parties executed the license agreement in April 2004, at which time the Company paid a one-time upfront payment of $1,000,000 in common stock and $1,000,000 in cash. The original agreement excluded Japan from the licensed territory and provided for $13,000,000 in development and commercialization milestones, payable in cash or a combination of cash and common stock, and a royalty rate of up to 15% on product net sales after regulatory approval. The parties amended the license agreement on September 18, 2006, modifying several key financial terms and expanding the licensed territory to include Japan, thereby providing the Company worldwide rights. In consideration of the amendment, the Company paid Genzyme $5,000,000 in cash on October 12, 2006 and an additional $5,000,000 in cash on March 30, 2007. The amendment eliminated all development milestone payments to Genzyme. Genzyme remains entitled to receive up to $5,000,000 in commercialization milestones upon the attainment of certain levels of annual net sales of picoplatin after regulatory approval. The amendment also reduced the royalty payable to Genzyme to a maximum of 9% of annual net product sales. In addition, the amendment reduced the sharing of sublicense revenues with Genzyme on and after September 18, 2007.

        The Company accounted for all payments made in consideration of the picoplatin license, as amended, by capitalizing them as an intangible asset. The Company's capitalization of the total $12,000,000 of picoplatin license payments is based on the Company's reasonable expectation at the time of acquisition and through the date of the amendment that the intravenous formulation of picoplatin, as it existed at the time of the acquisition of the picoplatin license and the license amendment, would be used in research and development (R&D) projects and therefore had alternative future uses in the treatment of different cancer indications. At the time of acquisition, the Company planned to use intravenous picoplatin in a Phase II clinical trial in patients with small cell lung cancer and reasonably expected that the intravenous formulation could be used in additional, currently identifiable R&D projects in the form of clinical trials for other solid tumor cancer indications, such as prostate and colorectal cancers.

        The Company determined the original useful life of the picoplatin intangible asset in accordance with the requirements of the FASB SFAS No. 142, "Goodwill and Other Assets." The Company, at the time of acquisition of the picoplatin license, reasonably anticipated using intravenous picoplatin in clinical trials that could be conducted during the remaining term of the primary patent, which is active through 2016. The Company concluded that the twelve years remaining for the primary patent term was the appropriate useful life for the picoplatin intangible asset, in satisfaction of the expected use and legal life provisions of SFAS No. 142. The Company concluded that no change in the twelve-year useful life of the picoplatin intangible asset occurred as a result of the 2006 license amendment and is, therefore, amortizing the entire $12,000,000 over the remaining useful life of the picoplatin intangible asset.

        Licensed Products consists of the picoplatin amortizable intangible asset with a gross amount of $12,000,000 and net of accumulated amortization of $2,283,000 and $1,979,000 at March 31, 2008 and December 31, 2007, respectively.

8

PONIARD PHARMACEUTICALS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

Note 5. Net loss per common share

        Basic and diluted loss per share are based on net loss applicable to common shares, which is comprised of net loss and preferred stock dividends in all periods presented. Shares used to calculate basic loss per share are based on the weighted average number of common shares outstanding during the period. Shares used to calculate diluted loss per share are based on the potential dilution that would occur upon the exercise or conversion of securities into common stock using the treasury stock method. The calculation of diluted loss per share excludes the effect of the following stock options and warrants to purchase additional shares of common stock because the share increments would not be dilutive.

	Three Months Ended March 31,
	2008	2007
Common stock options	5,182,065	1,642,544
Common stock warrants	5,946,876	5,946,876

        In addition, 39,015 shares of common stock that would be issuable upon conversion of the Company's Series 1 preferred stock are not included in the calculation of diluted loss per share for the periods ended March 31, 2008 and 2007, respectively, because the effect of including such shares would not be dilutive.

Note 6. Stock-based compensation

        A summary of the fully vested stock options currently exercisable as of March 31, 2008 is presented below (shares and aggregate intrinsic value in thousands):

	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Exercisable at March 31, 2008	1,534	$	9.00	7.4	$	23

        The Company recorded the following amounts of stock-based compensation expense for the periods presented (in thousands):

		Three Months Ended March 31,
		2008		2007
Research and development expense		$	433	$	102
General and administrative expense			1,925		377
	Total	$	2,358	$	479

        These amounts reflect the grant of stock options during the three months ended March 31, 2008 to the Company's officers and the Chief Medical Officer, hired during the first quarter, to purchase 360,000 and 100,000 shares of common stock, respectively. Certain options that were granted to officers of the Company during 2006 and 2007 contain the provision that the options vest on the seven year

9

PONIARD PHARMACEUTICALS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

Note 6. Stock-based compensation (Continued)

anniversary of the date of grant, subject to accelerated vesting of up to 25% in each year, according to the discretion of the equity awards subcommittee of the Company's board of directors. The equity awards subcommittee accelerated the vesting of these options 20% during the three months ended March 31, 2008, resulting in cumulative, accelerated vesting of 40% for these options as of March 31, 2008.

        No income tax benefit has been recorded for stock option exercises as the Company has a full valuation allowance and management has concluded it is more likely than not that the net deferred tax asset will not be realized. As of March 31, 2008, total unrecognized compensation costs related to stock options was $17,471,000, which is expected to be recognized over a weighted average period of approximately three years.

        Estimated fair values of stock options granted have been determined using the Black-Scholes option pricing model with the following assumptions for the periods presented:

	Three Months Ended March 31,
	2008		2007
Expected term (in years)	4.3		6.1
Risk-free interest rate	2.91	%	4.65	%
Expected stock price volatility	90	%	102	%
Expected dividend rate	0	%	0	%

Note 7. Comprehensive loss

        The Company's comprehensive loss for the three months ended March 31, 2008 is summarized as follows (dollars in thousands):

	Three Months Ended March 31,
	2008		2007
Net loss	$	9,855	$	7,729
Net unrealized loss on investment securities		13		1
Comprehensive loss	$	9,868	$	7,730

10

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

Important Information Regarding Forward-Looking Statements

        This Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or future financial performance and are subject to change based on various important factors, many of which are beyond our control. In some cases, you can identify forward-looking statements by terminology such as "currently," "may," "will," "should," "expect," "plan," "intend," "anticipate," "believe," "target," "estimate," "predict," "potential," "propose" or "continue," the negative of these terms or other terminology. These statements are only predictions. Actual events or results may differ materially. In evaluating these statements, you should specifically consider various factors described below in the section entitled "Risk Factors." These factors may cause our actual results to differ materially from any forward-looking statements contained in this report or otherwise made by us.

        Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on our forward-looking statements, which speak only as of the date of this report. We undertake no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date of this report, or to reflect the occurrence of unanticipated events.

Critical Accounting Policies and Estimates

        Our critical accounting policies and estimates have not changed from those reported in our Annual Report on Form 10-K for the year ended December 31, 2007 filed with the SEC on March 13, 2008. For a more complete description, please refer to our Annual Report on Form 10-K.

Results of Operations

Three months ended March 31, 2008 compared to the three months ended March 31, 2007

        We had no revenue for either of the first quarters of 2008 and 2007.

        Total operating expenses for the first quarter of 2008 increased 33% to $10.5 million, from $7.9 million for the first quarter of 2007.

        Research and development (R&D) expenses increased 15% to $6.3 million for the first quarter of 2008, from $5.5 million for the first quarter of 2007. The increase in R&D expenses for the first quarter of 2008 resulted primarily from increased personnel costs of approximately $0.3 million and higher costs associated with our pre-clinical programs of approximately $0.2 million. Also contributing to the increase was higher stock-based compensation expense of approximately $0.3 million.

        General and administrative (G&A) expenses increased 74% to $4.2 million for the first quarter of 2008, from $2.4 million for the first quarter of 2007. The increase in G&A costs for the quarter ended March 31, 2008 is due primarily to higher stock-based compensation expense of approximately $1.5 million and increased personnel costs of $0.2 million.

        Cash, cash equivalents and investment securities as of March 31, 2008 were $84.7 million, compared with $92.6 million at December 31, 2007. On April 30, 2007, we received approximately $70 million in net proceeds from a public offering of 11.8 million shares of our common stock. These proceeds will be used for the continued clinical development of picoplatin, including funding our ongoing clinical trials in small cell lung cancer, metastatic colorectal cancer and hormone-refractory prostate cancer for discovery and research for new products candidates, and for general corporate purposes, including working capital. We believe that current cash and cash equivalent balances will provide adequate resources to fund operations at least through the second quarter of 2009.

11

        As discussed below, we currently are conducting multiple ongoing studies of picoplatin and, in April 2007, treated our first patient in our Phase III pivotal study in small cell lung cancer. These clinical studies, as well as increases in personnel, initiation of internal research programs and plans for continued future growth, are expected to result in significant increases in our operating costs, including research and development and administrative expenses. We will require substantial additional funding to support our picoplatin and other proposed clinical development programs and to fund our operations. In the event that we do not obtain sufficient additional funds, we may be required to delay, reduce or curtail the scope of our picoplatin and other product development activities.

Major Research and Development Programs

        Our major research and development program is picoplatin, a new generation platinum-based chemotherapeutic designed to overcome platinum resistance in the treatment of solid tumors. We completed patient enrollment in our Phase II clinical study of picoplatin in small cell lung cancer in August 2006 and, based on positive interim median overall survival data from that ongoing study, we initiated a Phase III pivotal trial of picoplatin in small cell lung cancer in April 2007. In May 2006, we treated our first patients in separate Phase I/II studies evaluating picoplatin as a first-line treatment of advanced colorectal cancer and hormone-refractory prostate cancer. We initiated the Phase II component of our prostate cancer study in July 2007 and completed enrollment in December 2007. We initiated enrollment in the Phase II component of our colorectal cancer study in November 2007 and completed enrollment in May 2008. In April 2007, we initiated a Phase I study of an oral formulation of picoplatin in advanced solid tumors.

        As of March 31, 2008, we have incurred external costs of approximately $33.2 million in connection with our entire picoplatin clinical program. Total estimated future costs of our picoplatin Phase II and Phase III trials in small cell lung cancer are in the ranges of $0.7 million to $1.0 million and $40.0 million to $47.0 million, respectively, through 2009, including the cost of drug supply. Total estimated future costs of our picoplatin Phase II trial in colorectal cancer and our Phase II trial in hormone-refractory prostate cancer are in the ranges of $10.0 million to $12.0 million and $5.0 million to $6.0 million, respectively, through 2009, including the cost of drug supply. Total estimated future costs of our Phase I trial in oral picoplatin are in the range of $0.8 million to $1.0 million through 2009, including the cost of drug supply. These costs could be substantially higher if we repeat, revise or expand the scope of any of our trials. Material cash inflows relating to our picoplatin development will not commence unless and until we complete required clinical trials and obtain U.S. Food and Drug Administration, or FDA, and foreign regulatory agency marketing approvals, and then only if picoplatin finds acceptance in the marketplace. To date, we have not received any revenues from product sales of picoplatin.

        The risks and uncertainties associated with completing the development of picoplatin on schedule, or at all, include the following, as well as the other risks and uncertainties described in this report and in our Annual Report on Form 10-K for the year ended December 31, 2007:

•

we may not have adequate funds to complete the development of picoplatin;



•

we may be unable to secure adequate supplies of picoplatin active pharmaceutical ingredient, or API, and finished drug product in order to complete our clinical trials;



•

picoplatin may not be shown to be safe and efficacious in clinical trials; and



•

we may be unable to obtain regulatory approvals of the drug or may be unable to obtain such approvals on a timely basis.

        If we fail to obtain marketing approvals for picoplatin, are unable to secure adequate clinical and commercial supplies of picoplatin API and finished drug product, or do not complete development and

12

obtain United States and foreign regulatory agency approvals on a timely basis, our operations, financial position and liquidity could be severely impaired, including as follows:

•

we would not earn any sales revenue from picoplatin, which would increase the likelihood that we would need to obtain additional financing for our other research and development efforts; and



•

our reputation among investors might be harmed, which could make it more difficult for us to obtain equity capital on attractive terms, or at all.

        Because of the many risks and uncertainties relating to completion of clinical trials, receipt of marketing approvals and acceptance in the marketplace, we cannot predict the period in which material cash inflows from our picoplatin program will commence, if ever.

        Summary of Research and Development Costs.    Our development administration overhead costs, consisting of rent, utilities, consulting fees, patent costs and other various overhead costs, are included in total research and development expense for each period, but are not allocated among our various projects. Our total research and development costs include the costs of various research efforts directed toward the identification and evaluation of future product candidates. These other research projects are preclinical and not considered major projects. Our total research and development costs are summarized below:

Summary of Research and Development Costs

	Three Months Ended March 31,
	2008		2007
	(in thousands)
Picoplatin	$	4,050	$	4,008
Discontinued programs		—		64
Other overhead and research costs		2,286		1,428
Total research and development costs	$	6,336	$	5,500

Liquidity and capital resources

        We have historically experienced recurring operating losses and negative cash flows from operations. As of March 31, 2008, we had net working capital of $76.2 million, an accumulated deficit of $322.8 million and total shareholders' equity of $81.6 million.

        We have financed our operations primarily through the sale of equity securities, technology licensing, collaborative agreements and debt instruments. We invest excess cash in investment securities that will be used to fund future operating costs. Cash used for operating activities for the quarter ended March 31, 2008 totaled $7.1 million. There were no revenues or other income sources for the quarter ended March 31, 2008. Cash, cash equivalents and investment securities, net of restricted cash of $0.3 million, totaled $84.7 million at March 31, 2008 compared to $92.6 million at December 31, 2007. We believe that our current cash, cash equivalents and investment securities will provide adequate resources to fund operations at least through the second quarter of 2009.

        On April 30, 2007, we completed a public offering of 11.8 million shares of our common stock at a price of $6.33 per share. Net proceeds of the public offering were $70.0 million. On April 26, 2006, we completed an equity financing, pursuant to which we issued to a group of institutional and other accredited investors an aggregate of 15.5 million shares of common stock at a cash purchase price of $4.20 per share. Investors in the 2006 equity financing also received five-year warrants to purchase an aggregate of 4.6 million shares of common stock at an exercise price of $4.62 per share. We received

13

$62.0 million in net proceeds from the 2006 equity financing, which, along with the net proceeds received from our April 2007 public offering, we intend to use to fund the continued clinical and preclinical development of picoplatin, including funding our ongoing clinical trials in small cell lung cancer, metastatic colorectal cancer and hormone-refractory prostate cancer, for discovery and research for new product candidates, and for general corporate purposes, including working capital.

        In connection with our 2006 equity financing, we entered into a letter agreement with Texas State Bank, pursuant to which we agreed to accelerate the maturity date of our promissory note with the Bank to June 5, 2006. The Texas State Bank note was secured by our radiopharmaceutical manufacturing plant and other STR assets located in Denton, Texas. We paid off the outstanding balance of the note, $2.7 million, on May 23, 2006. On October 1, 2007, we sold the Denton property, which resulted in net sales proceeds of $2.7 million, with a net gain of $105,000.

        On October 25, 2006, we entered into a loan and security agreement with Silicon Valley Bank and General Electric Capital (successor to Merrill Lynch Capital), pursuant to which we obtained a $15.0 million capital loan that matures on April 1, 2010. We are required to pay a 7.67% fixed interest rate on the outstanding principal balance plus a $1.35 million additional payment upon the maturity date of the loan. The loan is secured by a first lien on substantially all of our non-intellectual property assets. The loan agreement contains restrictions on our ability to, among other things, dispose of certain assets, engage in certain mergers and acquisition transactions, incur indebtedness, create liens on assets, make investments and pay dividends or repurchase stock. The loan agreement also contains covenants requiring us to maintain unrestricted cash of $7.5 million during the loan term. The loan contains events of default that include, among other things, nonpayment of principal and interest or fees, breaches of covenants, material adverse changes, bankruptcy and insolvency events, cross defaults to other indebtedness, material judgments, inaccuracy of representations and warranties and events constituting a change of control. The occurrence of an event of default would increase the applicable rate of interest by 5% and could result in acceleration of our payment obligations under the loan agreement. During the first three months of 2008, we paid an aggregate of $1.2 million in principal and interest on the loan. At March 31, 2008, the loan principal amount outstanding was $9.8 million.

        During the first three months of 2008, we paid total rent (base rent and additional rent based on our share of facility common operating expenses) of $388,000 under the operating leases for our South San Francisco headquarters facility and our Seattle facility. Of this amount, $291,000 represents total aggregate minimum lease payments under these leases.

        On March 28, 2008, we entered into a commercial picoplatin API manufacturing agreement with W.C. Heraeus GmbH, which is also the manufacturer of picoplatin API for our clinical trials. The costs to Heraeus for the purchase and set-up of dedicated equipment, estimated to be approximately $1.5 million, will be repaid by us in the form of a surcharge on an agreed upon amount of the picoplatin API ordered and delivered on or before December 31, 2013. If we order and take delivery of less than the agreed upon amount of picoplatin API through December 31, 2013, we will be obligated to pay the balance of the dedicated equipment cost as of that date.

        If we are successful in our efforts to commercialize picoplatin, we would, under our amended license agreement with Genzyme Corporation, be required to pay Genzyme up to $5.0 million in commercialization milestones upon the attainment of certain levels of annual net sales of picoplatin. Genzyme also would be entitled to royalty payments of up to 9% of annual net product sales.

        We will require substantial additional funding to develop and commercialize picoplatin and any other proposed products and to fund our operations. Management is continuously exploring financing alternatives, including:

•

raising additional capital through the public or private sale of equity or debt securities or through the establishment of credit or other funding facilities; and

14

•

entering into strategic collaborations, which may include joint ventures or partnerships for product development and commercialization, merger, sale of assets or other similar transactions.

        Our actual capital requirements will depend upon numerous factors, including:

•

the scope and timing of our picoplatin clinical program and other research and development efforts, including the progress and costs of our ongoing Phase II and Phase III trials of picoplatin in small cell lung cancer, our ongoing Phase II trials in colorectal and prostate cancers, as well as our Phase I trial of picoplatin (oral formulation) in solid tumors;



•

our ability to obtain clinical supplies of picoplatin API and finished drug product in a timely and cost-effective manner;



•

actions taken by the FDA and other regulatory authorities;



•

the timing and amount of any milestone or other payments we might receive from or be required to pay to potential strategic partners;



•

our degree of success in commercializing picoplatin or any other product candidates;



•

the emergence of competing technologies and products and other adverse market developments;



•

the acquisition or in-licensing of other products or intellectual property;



•

the costs incurred in connection with the planned expansion of our workforce;



•

the costs of any research collaborations or strategic partnerships established;



•

the costs of preparing, filing, prosecuting, maintaining and enforcing patent claims and other intellectual property rights; and



•

the costs of performing our obligations under the loan with Silicon Valley Bank and General Electric Capital, including the cost of interest and other payment obligations and potential penalties and the cost of complying with unrestricted cash requirements and other covenants under the loan agreement.

        There can be no assurance that we will be able to raise additional capital or enter into relationships with corporate partners on a timely basis, on favorable terms, or at all. Conditions in the capital markets in general, and in the life science capital market specifically, may affect our potential financing sources and opportunities for strategic partnering. Our financial statements are prepared on a going concern basis; however, our inability to obtain additional cash as needed could have a material adverse effect on our financial position, results of operations and our ability to continue in existence. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

        Our market rate risks at March 31, 2008 have not changed materially from those discussed in Item 7A of our Form 10-K for the year ended December 31, 2007.

Item 4. Controls and Procedures

        Under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness and design of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e)) as of March 31, 2008, to ensure that the information disclosed by the Company in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the

15

rules and forms. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of March 31, 2008, these disclosure controls and procedures were effective.

        There were no changes in the Company's internal control over financial reporting that occurred during the quarter that have materially affected, or are reasonably likely to materially affect, the Company's control over financial reporting.

Limitations on the Effectiveness of Controls

        The Company's management, including its Chief Executive Officer and its Chief Financial Officer, does not expect that the Company's disclosure controls or internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of that control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of control must be considered relative to their costs. Because of the inherent limitation in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the reality that judgments in decision-making can be faulty, and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more persons, or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the policies and procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II. OTHER INFORMATION

Item 1A.    Risk Factors

        Our Annual Report on Form 10-K for the year ended December 31, 2007 filed with the SEC on March 13, 2008, contains a detailed discussion of certain risk factors that could materially adversely affect our business, operating results and/or financial condition. In addition to other information contained in this report, you should carefully consider the potential risks or uncertainties that we have identified in Part I, "Item 1A, Risk Factors," in our Form 10-K. Other than the updated risk factor set forth below, there have not been any material changes in the risk factors disclosed in our Form 10-K. These risk factors are not the only ones affecting our company. Additional risks and uncertainties not currently deemed to be material also may materially or adversely affect our business, financial condition or results of operations.

We are dependent on third-party suppliers for the timely delivery of materials and services and may experience future interruptions in supply.

        For our picoplatin product candidate to be successful, we need sufficient, reliable and affordable supplies of the picoplatin API and finished drug product. Sources of these supplies may be limited, and third-party suppliers may be unable to manufacture picoplatin API and finished drug product in amounts and at prices necessary to successfully commercialize our picoplatin product. Moreover, third-party manufacturers must continuously adhere to current Good Manufacturing Practice, or cGMP, regulations enforced by the FDA through its facilities inspection program. If the facilities of these manufacturers cannot pass a pre-approval plant inspection, the FDA will not grant an NDA for our proposed products. In complying with cGMP and foreign regulatory requirements, any of our third-party manufacturers will be obligated to expend time, money and effort in production, record-keeping and quality control to assure that our products meet applicable specifications and other requirements. If any of our third-party manufacturers or suppliers fails to comply with these requirements, we may be subject to regulatory action.

        We have limited experience in drug formulation or manufacturing, and we lack the resources and capability to manufacture picoplatin or any other product candidate on a clinical or commercial scale. As a result, we rely on third parties to manufacture picoplatin API and finished drug product for our clinical trials. The drug product has been demonstrated to be stable for up to 30 months from the date of manufacture. We currently have separate agreements with one supplier each of picoplatin API and finished drug product for our clinical trials. Manufacturing services under these agreements are provided on a purchase order, fixed-fee basis. Unless earlier terminated, each agreement continues for an initial term ending December 31, 2009 and may be extended beyond the initial term upon agreement of the parties. The agreements generally provide that they may be terminated by either party if there is a material breach by the other party that remains uncured or in the event of solvency or bankruptcy of the other party. We may terminate the finished drug supply agreement at any time with one year's advance notice. We may terminate the API clinical manufacturing agreement if there is a change in control of the manufacturer.

        On March 28, 2008, we entered into a commercial picoplatin API manufacturing agreement with W.C. Heraeus GmbH. Under this agreement, Heraeus, which is the manufacturer of picoplatin API for our clinical trials, will produce picoplatin API for final dosage pharmaceutical products which we intend to use for commercial purposes and may use for additional clinical trials and development activities. Manufacturing services under the agreement are provided on a purchase order, fixed-fee basis. The agreement continues for an initial term ending December 31, 2013, subject to extension, and generally may be terminated on thirty days' prior written notice upon mutual agreement of the parties or by either party if there is a breach by the other party that remains uncured, if the other party files for

17

bankruptcy or becomes insolvent, or if the other party or its personnel performing services under the agreement is debarred. In addition, we may terminate the agreement if there is a change of control of Heraeus.

        We have no assurance that our current suppliers will be able to manufacture sufficient picoplatin API and/or finished drug product on a timely or cost-effective basis at all times in the future. If we are required to seek alternative manufacturers, we may incur significant additional costs and suffer delays in, or be prevented from, completing or initiating our ongoing or planned clinical trials and commercialization strategy.

        We also rely on third-party contractors to perform for us, or assist us with, the set-up, conduct, support and management of our clinical studies. Because these contractors provide specialized services, their activities and quality of performance may be outside our direct control. If these contractors do not perform their contractual duties or obligations, do not meet expected deadlines, or need to be replaced, or if the quality or accuracy of the clinical data they obtain is compromised due to the failure to adhere to our clinical trial protocols or for any other reasons, we may need to enter into new arrangements with alternative third parties. If any of these circumstances were to occur, our clinical trials may be extended, delayed or terminated or may need to be repeated, we may not be able to obtain regulatory approval for or commercialize the product candidate being tested in such trials, and we may be subject to regulatory action.

Item 6. Exhibits

(a)

Exhibits—See Exhibit Index below.

18

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PONIARD PHARMACEUTICALS, INC. (Registrant)
Date:    May 8, 2008	By:	/s/  CAROLINE M. LOEWY
	Caroline M. Loewy Chief Financial Officer

19

EXHIBIT INDEX

Exhibit	Description
3.1	Amended and Restated Articles of Incorporation, as amended February 7, 2007	(L	)
3.2	Restated Bylaws, as amended March 28, 2006	(P	)
10.1	1991 Stock Option Plan for Non-Employee Directors, as amended(‡)	(D	)
10.2	Restated 1994 Stock Option Plan(‡)	(E	)
10.3	Stock Option Grant Program for Nonemployee Directors under the NeoRx Corporation 1994 Restated Stock Option Plan(‡)	(K	)
10.4	2004 Incentive Compensation Plan, as amended and restated June 14, 2007(‡)	(B	)
10.5	Stock Option Grant Program for Nonemployee Directors under the 2004 Incentive Compensation Plan, as amended June 14, 2007(‡)	(T	)
10.6	Form of Non-Qualified Stock Option Agreement under 2004 Incentive Compensation Plan, as amended June 14, 2007(‡)	(C	)
10.7	Form of Incentive Stock Option Agreement under 2004 Incentive Compensation Plan(‡)	(M	)
10.8	Stock Option Agreement, dated December 19, 2000, between NeoRx Corporation and Carl S. Goldfischer(‡)	(G	)
10.9	Stock Option Agreement, dated January 17, 2001, between NeoRx Corporation and Carl S. Goldfischer(‡)	(G	)
10.10	License Agreement dated as of April 2, 2004, between the Company and AnorMED, Inc. Certain portions of the agreement have been omitted pursuant to a request for confidential treatment	(N	)
10.11	Amendment No. 1 to License Agreement effective as of September 18, 2006, between the Company and AnorMED, Inc. Certain portions of the agreement have been omitted pursuant to a request for confidential treatment	(S	)
10.12	Facilities Lease dated February 15, 2002, between NeoRx Corporation and Selig Real Estate Holdings Six	(A	)
10.13	Indemnification Agreement(‡)	(F	)
10.14	Key Executive Severance Agreement, amended and restated, dated as of March 3, 2008, between the Company and Anna Wight(‡)	(V	)
10.15	Change of Control Agreement, amended and restated, dated as of March 3 2008, between the Company and Anna Wight(‡)	(V	)
10.16	Key Executive Severance Agreement, amended and restated, dated as of March 3, 2008, between the Company and David A. Karlin(‡)	(V	)
10.17	Change of Control Agreement, amended and restated, dated as of March 3 2008, between the Company and David A. Karlin(‡)	(V	)
10.18	Employment Letter dated as of April 26, 2004, between the Company and Gerald McMahon(‡)	(J	)
10.19	Key Executive Severance Agreement, amended and restated, dated as of March 3, 2008, between the Company and Gerald McMahon(‡)	(V	)
10.20	Change of Control Agreement, amended and restated, dated as of March 3, 2008, between the Company and Gerald McMahon(‡)	(V	)

20

10.21	Key Executive Severance Agreement, amended and restated, dated as of March 3, 2008, between the Company and Ronald A. Martell(‡)	(V	)
10.22	Change of Control Agreement, amended and restated, dated as of March 3 2008, between the Company and Ronald A. Martell(‡)	(V	)
10.23	Reserved.
10.24	Key Executive Severance Agreement, amended and restated, dated as of March 3, 2008, between the Company and Caroline M. Loewy(‡)	(V	)
10.25	Change of Control Agreement, amended and restated, dated as of March 3 2008, between the Company and Caroline M. Loewy(‡)	(V	)
10.26	Reserved.
10.27	Reserved.
10.28	Research Funding and Option Agreement dated August 4, 2005, between the Company and The Scripps Research Institute. Certain portions of the agreement have been omitted pursuant to a request for confidential treatment	(O	)
10.29	Form of Directors' Indemnification Agreements(‡)	(I	)
10.30	Lease Agreement dated as of July 10, 2006, between the Company and ARE San Francisco No. 17 LLC	(Q	)
10.31	Loan and Security Agreement dated as of October 25, 2006, among the Company, Silicon Valley Bank and Merrill Lynch Capital	(H	)
10.32	Secured Promissory Notes to Silicon Valley Bank and Merrill Lynch Capital	(H	)
10.33	Letter Agreement dated as of January 29, 2008, between the Company and Robert L. De Jager(‡)	(U	)
10.34	Key Executive Severance Agreement dated as of February 1, 2008, between the Company and Robert L. De Jager(‡)	(U	)
10.35	Change of Control Agreement dated as of February 1, 2008, between the Company and Robert L. De Jager(‡)	(U	)
10.36	Commercial Picoplatin Active Pharmaceutical Ingredient Manufacturing Agreement between the Company and W.C. Heraeus GmbH, dated as of March 24, 2008. Certain portions of the agreement have been omitted pursuant to a request for confidential treatment	(V	)
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chairman and Chief Executive Officer	(V	)
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer	(V	)
32.1	Section 1350 Certification of Chairman and Chief Executive Officer	(V	)
32.2	Section 1350 Certification of Chief Financial Officer	(V	)

(‡)

Management contract or compensatory plan

(A)

Filed as an exhibit to the Company's Form 10-K for the fiscal year ended December 31, 2001, and incorporated herein by reference.

(B)

Incorporated by reference to Annex A of the Company's definitive proxy statement on Schedule 14A filed May 8, 2007.

(C)

Filed as an exhibit to the Company's Form 10-Q for the quarterly period ended June 30, 2007, and incorporated herein by reference.

21

(D)

Incorporated by reference to Exhibit A to the Company's definitive proxy statement on Schedule 14A filed April 10, 1996.

(E)

Filed as an exhibit to the Company's Form 10-K for the fiscal year ended December 31, 1995, and incorporated herein by reference.

(F)

Filed as an exhibit to the Company's Form 10-Q for the quarterly period ended March 31, 1996, and incorporated herein by reference.

(G)

Filed as an exhibit to the Company's Form 10-K for the fiscal year ended December 31, 2000, and incorporated herein by reference.

(H)

Filed as an exhibit to the Company's Current Report on Form 8-K filed on October 31, 2006, and incorporated herein by reference.

(I)

Filed as an exhibit to the Company's Current Reports on Form 8-K filed on April 28, 2006, June 27, 2006 and May 9, 2007, and incorporated herein by reference.

(J)

Filed as an exhibit to the Company's Form 10-Q for the quarterly period ended March 31, 2005, and incorporated herein by reference.

(K)

Filed as an exhibit to the Company's Form 10-Q for the quarterly period ended June 30, 2002, and incorporated herein by reference.

(L)

Filed as an exhibit to the Company's Current Report on Form 8-K filed on February 8, 2007, and incorporated herein by reference.

(M)

Filed as an exhibit to the Company's Form 10-Q for the quarterly period ended September 30, 2004, and incorporated herein by reference.

(N)

Filed as an exhibit to the Company's Form 10-Q for the quarterly period ended March 31, 2004, and incorporated herein by reference.

(O)

Filed as an exhibit to the Company's Form 10-Q for the quarterly period ended September 30, 2005, and incorporated herein by reference.

(P)

Filed as an exhibit to the Company's Form 10-Q for the quarterly period ended March 31, 2006 and incorporated herein by reference.

(Q)

Filed as an exhibit to the Company's Current Report Form 8-K filed on July 13, 2006 and incorporated herein by reference.

(R)

Reserved.

(S)

Filed as an exhibit to the Company's Form 10-Q for the quarterly period ended September 30, 2006 and incorporated herein by reference.

(T)

Filed as an exhibit to the Company's Form 10-Q for the quarterly period ended September 30, 2007 and incorporated herein by reference.

(U)

Filed as an exhibit to the Company's Current Report Form 8-K/A filed on February 11, 2008 and incorporated herein by reference.

(V)

Filed herewith.

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QuickLinks

TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
PONIARD PHARMACEUTICALS, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share data) (unaudited)
PONIARD PHARMACEUTICALS, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (unaudited)
PONIARD PHARMACEUTICALS, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (unaudited)
PONIARD PHARMACEUTICALS, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Summary of Research and Development Costs
PART II. OTHER INFORMATION

Item 1A. Risk Factors

SIGNATURES
EXHIBIT INDEX

EX-10.14

Exhibit 10.14

PONIARD PHARMACEUTICALS, INC.
AMENDED AND RESTATED
KEY EXECUTIVE SEVERANCE AGREEMENT

This Amended and Restated Key Executive Severance Agreement (this “Agreement”), dated as of March 3, 2008, is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washington corporation (formerly known as NeoRx Corporation and as supplemented by Section 10, the “Company”), and ANNA WIGHT (the “Executive”).

The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to ensure that the Company will have the continued dedication of the Executive, notwithstanding the fact that the Executive does not have any form of traditional employment contract or other assurance of job security.  The Board believes it is imperative to diminish any distraction of the Executive arising from the personal uncertainty and insecurity that arises in the absence of any assurance of job security by providing the Executive with reasonable compensation and benefit arrangements in the event of termination of the Executive’s employment by the Company under certain defined circumstances.

In order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

1.Term

The initial term of this Agreement (the “Initial Term”) shall be for a period of one (1) year from the date of this Agreement as first appearing above; provided, however, that this Agreement shall automatically renew for successive additional one (1) year periods (“Renewal Terms”), unless notice of nonrenewal is given by either party to the other party at least nine (9) months prior to the end of the Initial Term or any Renewal Term, and provided further that if a Change of Control (as defined in the Change of Control Agreement referenced in Section 16 hereof) occurs during the Term, the Term shall automatically extend for the duration of the Employment Period (as defined in the Change of Control Agreement).  The “Term” of this Agreement shall be the Initial Term plus all Renewal Terms and, if applicable, the duration of the Employment Period.  At the end of the Term, this Agreement shall terminate without further action by either the Company or the Executive.

2.Employment

The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company or by any affiliated or successor company is

“at will” and may be terminated by either the Executive or the Company or its affiliated companies at any time with or without cause, subject to the termination payments prescribed herein.

3.Attention and Effort

During any period of time that the Executive remains in the employ of the Company, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive will devote all of the Executive’s productive time, ability, attention and effort to the business and affairs of the Company and the discharge of the responsibilities assigned to the Executive hereunder, and will seek to perform faithfully and efficiently such responsibilities.  It shall not be a violation of this Agreement for the Executive to (a) serve on corporate, civic or charitable boards or committees, (b) deliver lectures, fulfill speaking engagements or teach at educational institutions, (c) manage personal investments, or (d) engage in activities permitted by the policies of the Company or as specifically permitted by the Company, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities in accordance with this Agreement.  It is expressly understood and agreed that to the extent any such activities have been conducted by the Executive prior to the Term, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) during the Term shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

4.Termination

During the Term, employment of the Executive may be terminated as follows, but, in any case, the nondisclosure provisions set forth in Section 7 hereof shall survive the termination of this Agreement and the termination of the Executive’s employment with the Company:

4.1By the Company or the Executive

At any time during the Term, the Company may terminate the employment of the Executive with or without Cause (as defined below), and the Executive may terminate the Executive’s employment for Good Reason (as defined below) or for any reason, upon giving Notice of Termination (as defined below).

4.2Automatic Termination

This Agreement and the Executive’s employment shall terminate automatically upon the death or Total Disability of the Executive.  The term “Total Disability” as used herein shall mean the Executive’s inability (with such accommodation as may be required by law and which places no undue burden on the Company), as determined by a physician selected by the Company and acceptable to the Executive, to perform the Executive’s essential duties for a period or periods aggregating twelve (12) weeks in any three hundred sixty-five (365) day period as a result of physical or mental illness, loss of legal capacity or any other cause

2

beyond the Executive’s control, unless the Executive is granted a leave of absence by the Board.

4.3Notice of Termination

Any termination by the Company or by the Executive during the Term shall be communicated by Notice of Termination to the other party given in accordance with Section 9 hereof.  The term “Notice of Termination” shall mean a written notice that (a) indicates the specific termination provision in this Agreement relied upon and (b) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.  The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

4.4Date of Termination

“Date of Termination” means (a) if the Executive’s employment is terminated by reason of death, the last day of the calendar month in which the Executive’s death occurs, (b) if the Executive’s employment is terminated by reason of Total Disability, immediately upon a determination by the Company of the Executive’s Total Disability, and (c) in all other cases, ten (10) days after the date of personal delivery or mailing of the Notice of Termination.  The Executive’s employment and performance of services will continue during such ten (10) day period; provided, however, that the Company may, upon notice to the Executive and without reducing the Executive’s compensation during such period, excuse the Executive from any or all of the Executive’s duties during such period.

5.Termination Payments

In the event of termination of the Executive’s employment during the Term, all compensation and benefits shall terminate, except as specifically provided in this Section 5.

5.1Termination by the Company Other Than for Cause or by the Executive for Good Reason

If during the Term the Company terminates the Executive’s employment other than for Cause or the Executive terminates the Executive’s employment for Good Reason, the Executive shall be entitled to:

(a)           receive payment of the following accrued obligations (the “Accrued Obligations”):

3

(i)            the Executive’s then current annual base salary through the Date of Termination to the extent not theretofore paid;

(ii)           any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and

(iii)          any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid;

(b)           for nine (9) months after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and the Executive’s family members, if applicable, that the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and

(c)           an amount as severance pay equal to seventy five percent (75%) of the Executive’s then current annual base salary for the fiscal year in which the Date of Termination occurs, subject to payment as set forth in Sections 5.5 and 5.9 hereof.

5.2Termination for Cause or Other Than for Good Reason

If during the Term the Executive’s employment shall be terminated by the Company for Cause or by the Executive for other than Good Reason, this Agreement shall terminate without further obligation on the part of the Company to the Executive, other than the Company’s obligation to pay the Executive the Accrued Obligations to the extent theretofore unpaid.

5.3Expiration of Term

In the event the Executive’s employment is not terminated prior to expiration of the Term, this Agreement shall terminate without further obligation on the part of the Company to the Executive.

5.4Termination Because of Death or Total Disability

If the Executive’s employment is terminated during the Term by reason of the Executive’s death or Total Disability, this Agreement shall terminate automatically without further obligation on the part of the Company to the Executive or the Executive’s legal representatives under this Agreement, other than the Company’s obligation to pay the Executive the Accrued Obligations (which shall be paid to the Executive’s estate or

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beneficiary, as applicable in the case of the Executive’s death) and to provide COBRA Continuation.

5.5Payment Schedule

All payments of Accrued Obligations, or any portion thereof payable pursuant to this Section 5, other than deferred compensation pursuant to Section 5.1(a)(ii), shall be made to the Executive within ten (10) working days of the Date of Termination.  Deferred compensation pursuant to Section 5.1(a)(ii) shall be payable pursuant to the terms of the deferred compensation program.  Any severance payments payable to the Executive pursuant to Section 5.1(c) shall be made to the Executive in the form of salary continuation, payable at normal payroll intervals during the nine (9) month period following the Date of Termination (“Payment Period”).  For purposes of determining the payment schedule, other than for deferred compensation pursuant to Section 5.1(a)(ii), to the extent that the payment schedule in this Section 5.5 would subject payments to the distribution requirements set forth in Section 409A(a)(2) of the Internal Revenue Code of 1986, as amended (“Code”), because the Date of Termination is different than the date that a person would be deemed to have had a separation from service within the meaning of Code Section 409A(a)(2)(i), the Date of Termination shall be treated as the latest date so as to not subject such payments to the distribution requirements set forth in Code Section 409A(a)(2).  Notwithstanding the preceding provisions of this Section 5, if necessary to meet the requirements of subparagraphs (A)(i) and (B)(i) of Code Section 409A(a)(2), the amounts that would normally be paid during the first six months after the Executive’s separation from service within the meaning of Code Section 409A(a)(2) shall not be paid to an Executive who is a specified employee (as defined in Code Section 409A(a)(2)(B)(i) in accordance with the procedures established by the Compensation Committee) until the six-month anniversary of the Executive’s separation from service.

5.6Cause

For purposes of this Agreement, “Cause” means cause given by the Executive to the Company and shall include, without limitation, the occurrence of one or more of the following events:

(a)           a clear refusal to carry out any material lawful duties of the Executive or any directions of the Board or senior management of the Company reasonably consistent with those duties;

(b)           persistent failure to carry out any lawful duties of the Executive or any directions of the Board or senior management reasonably consistent with those duties; provided, however, that the Executive has been given reasonable notice and opportunity to correct any such failure;

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(c)           violation by the Executive of a state or federal criminal law involving the commission of a crime against the Company or any other criminal act involving moral turpitude;

(d)           current abuse by the Executive of alcohol or controlled substances; deception, fraud, misrepresentation or dishonesty by the Executive; or any incident materially compromising the Executive’s reputation or ability to represent the Company with investors, customers or the public; or

(e)           any other material violation of any provision of this Agreement by the Executive, subject to the notice and opportunity to cure requirements of Section 8 hereof.

5.7Good Reason

For purposes of this Agreement, “Good Reason” means:

(a)           reduction of the Executive’s annual base salary to a level below the level in effect on the date of this Agreement, regardless of any change in the Executive’s duties or responsibilities;

(b)           the assignment to the Executive of any duties materially inconsistent with the Executive’s position, authority, duties or responsibilities or any other action by the Company that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(c)           the Company’s requiring the Executive to be based at any office or location more than fifty (50) miles from the city in which the Executive is currently employed by the Company, i.e., San Francisco, California or Seattle, Washington;

(d)           any failure by the Company to comply with and satisfy Section 10 hereof, provided, however, that the Company’s successor has received at least ten (10) days’ prior written notice from the Company or the Executive of the requirements of Section 10 hereof; or

(e)           any other material violation of any provision of this Agreement by the Company;

provided, however, that the Executive has notified the Company of such salary reduction, assignment, failure, situation or violation within ninety (90) days of its occurrence and there has been compliance with the notice and opportunity to cure requirements of Section 8 hereof.

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5.8General Release of Claims

As a condition to the payment contemplated by this Section 5, the Executive shall execute a general release and waiver of claims against the Company in a form satisfactory to the Company in its sole discretion.  By way of example and not limitation, the general release and waiver of claims will include any claims for wages, bonuses, employment benefits, or damages of any kind whatsoever, arising out of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, any theory of wrongful discharge, any legal restriction on the Company’s right to terminate employment, or any federal, state or other governmental statute or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, the federal Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Washington Law Against Discrimination, or any other legal limitation on the employment relationship.  Such release and waiver shall be delivered to the Company no later than the fifteenth day of the third month of the fiscal year following the year in which the Date of Termination occurs.

5.9Dispute Regarding Existence of Good Reason for Termination

In the event the Company disputes whether Good Reason existed for the Executive to terminate the Executive’s employment for Good Reason, the Company shall pay salary continuation as provided in Section 5.5 until the earliest of (i) settlement by the parties, (ii) determination by arbitration in accordance with Section 14 hereof that Good Reason did not exist, and (iii) completion of the payments required by Section 5.5 and Section 5.1(c) hereof.  If, pursuant to Section 14 hereof, an arbitrator determines that Good Reason did not exist, the arbitrator shall also decide whether the Executive had a reasonable, good-faith basis for claiming that there was Good Reason to terminate.  If the arbitrator determines that there was not such a basis, the Executive shall be obligated to repay promptly to the Company the salary continuation payments; if the arbitrator determines that there was such a basis, the Executive shall not be obligated to repay the salary continuation.

6.Representations, Warranties and Other Conditions

In order to induce the Company to enter into this Agreement, the Executive represents and warrants to the Company as follows:

6.1Health

The Executive is in good health and knows of no physical or mental disability that, with any accommodation that may be required by law and that places no undue burden on the Company, would prevent the Executive from fulfilling the Executive’s obligations hereunder.  The Executive agrees, if the Company requests, to submit to reasonable periodic medical examinations by a physician or physicians designated, paid for and arranged by the Company.  The Executive agrees that the examination’s medical report shall be provided to the Company.

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6.2No Violation of Other Agreements

The Executive represents that neither the execution nor the performance of this Agreement by the Executive will violate or conflict in any way with any other agreement or obligations by which the Executive may be bound.

7.Nondisclosure; Return of Materials

7.1Nondisclosure

Except as required by the Executive’s employment with the Company, the Executive will not, at any time during the term of employment by the Company, or at any time thereafter, directly, indirectly or otherwise, use, communicate, disclose, disseminate, lecture upon or publish articles relating to any confidential, proprietary or trade secret information without the prior written consent of the Company.  The Executive understands that the Company will be relying on this covenant in continuing the Executive’s employment, paying the Executive’s compensation, granting the Executive any promotions or raises, or entrusting the Executive with any information that helps the Company compete with others.

7.2Return of Materials

All documents, records, notebooks, notes, memoranda, drawings or other documents made or compiled by the Executive at any time while employed by the Company, or in the Executive’s possession, including any and all copies thereof, shall be the property of the Company and shall be held by the Executive in trust and solely for the benefit of the Company, and shall be delivered to the Company by the Executive upon termination of employment or at any other time upon request by the Company.

8.Notice and Cure of Breach

Whenever a breach of this Agreement by either party is relied upon as justification for any action taken by the other party pursuant to any provision of this Agreement, other than clause (a), (b), (c) or (d) of Section 5.6 hereof, before such action is taken, the party asserting the breach of this Agreement shall give the other party at least twenty (20) days’ prior written notice of the existence and the nature of such breach before taking further action hereunder and shall give the party purportedly in breach of this Agreement the opportunity to correct such breach during the twenty (20) day period.

9.Form of Notice

Every notice required by the terms of this Agreement shall be given in writing by serving the same upon the party to whom it was addressed personally or by registered or certified mail, return receipt requested, at the address set forth below or at such other address as may hereafter be designated by notice given in compliance with the terms hereof:

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If to the Executive:	Anna Wight
	[Address]
If to the Company:	Poniard Pharmaceuticals, Inc.
	300 Elliott Avenue West, Suite 500
	Seattle, Washington 98119
	Attn: Chief Executive Officer
With a copy to:	Perkins Coie LLP
	1201 Third Avenue, 48th Floor
	Seattle, Washington 98101-3099
	Attn: James R. Lisbakken

Except as set forth in Section 4.4 hereof, if notice is mailed, such notice shall be effective upon mailing.

10.Assignment

This Agreement is personal to the Executive and shall not be assignable by the Executive.

The Company shall assign to and require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, the “Company” shall mean Poniard Pharmaceuticals, Inc. and any affiliated company or successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by contract, operation of law or otherwise; and as long as such successor assumes and agrees to perform this Agreement, the termination of the Executive’s employment by one such entity and the immediate hiring and continuation of the Executive’s employment by the succeeding entity shall not be deemed to constitute a termination or trigger any severance obligation under this Agreement.  All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

11.Waivers

No delay or failure by any party hereto in exercising, protecting or enforcing any of its rights, titles, interests or remedies hereunder, and no course of dealing or performance with respect thereto, shall constitute a waiver thereof.  The express waiver by a party hereto of any right, title, interest or remedy in a particular instance or circumstance shall not constitute a waiver thereof in any other instance or circumstance.  All rights and remedies shall be cumulative and not exclusive of any other rights or remedies.

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12.Amendments In Writing

No amendment, modification, waiver, termination or discharge of any provision of this Agreement, or consent to any departure therefrom by either party hereto, shall in any event be effective unless the same shall be in writing, specifically identifying this Agreement and the provision intended to be amended, modified, waived, terminated or discharged and signed by the Company and the Executive, and each such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given.  No provision of this Agreement shall be varied, contradicted or explained by any oral agreement, course of dealing or performance or any other matter not set forth in an agreement in writing and signed by the Company and the Executive.

13.Applicable Law

This Agreement shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Washington, without regard to any rules governing conflicts of laws.

14.Arbitration; Attorneys’ Fees

Except in connection with enforcing Section 7 hereof, for which legal and equitable remedies may be sought in a court of law, any dispute arising under this Agreement shall be subject to arbitration.  The arbitration proceeding shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”) then in effect, conducted by one (1) arbitrator either mutually agreed upon or selected in accordance with the AAA Rules.  The arbitration shall be conducted in King County, Washington, under the jurisdiction of the Seattle office of the American Arbitration Association.  The arbitrator shall have authority only to interpret and apply the provisions of this Agreement, and shall have no authority to add to, subtract from or otherwise modify the terms of this Agreement.  Any demand for arbitration must be made within sixty (60) days of the event(s) giving rise to the claim that this Agreement has been breached.  The arbitrator’s decision shall be final and binding, and each party agrees to be bound by the arbitrator’s award, subject only to an appeal therefrom in accordance with the laws of the State of Washington.  Either party may obtain judgment upon the arbitrator’s award in the Superior Court of King County, Washington.

If it becomes necessary to pursue or defend any legal proceeding, whether in arbitration or court, in order to resolve a dispute arising under this Agreement, the prevailing party in any such proceeding shall be entitled to recover its reasonable costs and attorneys’ fees.  To the extent necessary to prevent Executive from being subject to any additional tax pursuant to Code Section 409A(a)(1)(B), any amounts payable to the Executive pursuant to this paragraph shall be paid in no event later than the year following the year during which such costs and fees were incurred.

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15.Severability

If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, for any reason, including, without limitation, the duration of such provision, its geographical scope or the extent of the activities prohibited or required by it, then, to the full extent permitted by law, (a) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intent of the parties hereto as nearly as may be possible, (b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision hereof, and (c) any court or arbitrator having jurisdiction thereover shall have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law.

16.Coordination With Change of Control Agreement

The Company and the Executive are entering into an Amended and Restated Change of Control Agreement (the “Change of Control Agreement”), which agreement provides for certain forms of severance and benefit payments in the event of termination of Executive’s employment under certain defined circumstances.  This Agreement is in addition to the Change of Control Agreement, providing certain assurances to the Executive in circumstances that the Change of Control Agreement does not cover, and in no way supersedes or nullifies the Change of Control Agreement.  Nevertheless, it is possible that a termination of employment by the Company or by the Executive may fall within the scope of both agreements.  In such event, payments made to the Executive under Section 5.1 hereof shall be coordinated with payments made to the Executive under Section 8.1 of the Change of Control Agreement as follows:

(a)           Accrued Obligations under this Agreement need not be paid if paid under the Change of Control Agreement;

(b)           COBRA Continuation under this Agreement need not be provided if provided under the Change of Control Agreement; and

(c)           the severance payment required under Section 5.1(c) hereof (and paid pursuant to Section 5.5 hereof) need not be paid to the extent a severance payment is made under Section 8.1(d) of the Change of Control Agreement, i.e., the credit from Section 8.1(d) of the Change of Control Agreement is applied as amounts become due under Section 5.5 hereof.

17.Excess Parachute Payments

Unless provided by Section 8.8 of the Change of Control Agreement, if any portion of the payments or benefits under this Agreement or any other agreement or benefit plan of the Company (including stock options) would be characterized as an “excess parachute payment” to the Executive under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive shall be paid any excise tax that the Executive owes under

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Section 4999 of the Code as a result of such characterization, such excise tax to be paid to the Executive at least ten (10) days prior to the date that the Executive is obligated to make the excise tax payment.  The determination of whether and to what extent any payments or benefits would be “excess parachute payments” and the date by which any excise tax shall be due, shall be determined in writing by recognized tax counsel selected by the Company and reasonably acceptable to the Executive.  Without limitation on the foregoing, the payments made pursuant to this Section 17 shall be made no later than the end of the year following the year in which the Executive remits such excise tax to the IRS.

18.Entire Agreement

This Agreement supersedes and replaces the Key Executive Severance Agreement, dated as of February 28, 2003, between the parties, and except as described in Section 16 hereof, this Agreement constitutes the entire agreement between the Company and the Executive with respect to the subject matter hereof, and all prior or contemporaneous oral or written communications, understandings or agreements between the Company and the Executive with respect to such subject matter, are hereby superseded and nullified in their entireties, except that the Proprietary Information and Invention Agreement between the Executive and the Company shall continue in full force and effect to the extent not superseded by Section 10 hereof.

19.Withholding

The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

20.409A Interpretation Provision

The Company intends that this Agreement fully comply with the payout and other limitations and restrictions imposed under Code Section 409A if and to the extent such Code Section 409A is otherwise applicable to payments under this Agreement and such compliance is necessary to avoid the penalties otherwise imposed under Code Section 409A. In this connection, the Company and Executive agree that the payout timing provisions and any other terms of this Agreement shall be interpreted and deemed modified, if and to the extent necessary, to comply with the payout and other limitations and restrictions imposed under Code Section 409A if and to the extent such Code Section 409A is otherwise applicable to this Agreement and such compliance is necessary to avoid the penalties otherwise imposed under Code Section 409A.

21.Counterparts

This Agreement may be executed in counterparts, each of which counterpart shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties have executed and entered into this Agreement effective on the date first set forth above.

PONIARD PHARMACEUTICALS, INC.
By:	/s/ Caroline Loewy
	Name:  Caroline Loewy
	Its:   Chief Financial Officer
EXECUTIVE
By:	/s/ Anna Wight
Name:   Anna Wight

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EX-10.15

Exhibit 10.15

PONIARD PHARMACEUTICALS, INC.
AMENDED AND RESTATED
CHANGE OF CONTROL AGREEMENT (VP)

This Amended and Restated Change of Control Agreement (VP) (this “Agreement”), dated as of March 3, 2008, 2008, is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washington corporation (formerly known as NeoRx Corporation and as supplemented by Section 13, the “Company”), and ANNA WIGHT (the “Executive”).

The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to ensure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined in Section 1 hereof) of the Company.  The Board believes it is imperative to diminish the inevitable distraction of the Executive arising from the personal uncertainties and risks created by a pending or threatened Change of Control, to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with reasonable compensation and benefit arrangements upon a Change of Control.

In order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

1.Definitions

1.1“Change of Control” shall have the definition set forth in Appendix A hereto, which is hereby incorporated by reference.

1.2“Change of Control Date” shall mean the first date on which a Change of Control occurs.

1.3“Employment Period” shall mean the two (2) year period commencing on the Change of Control Date and ending on the second anniversary of such date.

1.4“Original Agreement” shall mean the Change of Control Agreement, dated as of February 28, 2003, between the parties.

1.5“Severance Agreement” shall mean the Amended and Restated Key Executive Severance Agreement, dated as of the date hereof, between the parties, as it may be amended from time to time, that provides for certain benefits related to termination of the Executive’s employment that are unrelated to a Change of Control.

2.Term

The initial term of this Agreement (“Initial Term”) shall be for a period of one (1) year from the date this Agreement as first appearing above; provided, however, that this Agreement shall automatically renew for successive additional one (1) year periods (“Renewal Terms”) unless notice of nonrenewal is given by either party to the other at least ninety (90) days prior to the end of the Initial Term or any Renewal Term, and provided further that if a Change in Control occurs during the Term, the Term shall automatically extend for the duration of the Employment Period.  The “Term” of this Agreement shall be the Initial Term plus all Renewal Terms and, if applicable, the duration of the Employment Period.  At the end of the Term, this Agreement shall terminate without further action by either the Company or the Executive.

3.Employment

3.1Employment Period

During the Employment Period, the Company hereby agrees to continue the Executive in its employ or in the employ of its affiliated companies, and the Executive hereby agrees to remain in the employ of the Company or its affiliated companies, in accordance with the terms and provisions of this Agreement; provided, however, that either the Company or the Executive may terminate the employment relationship subject to the terms of this Agreement.

3.2Position and Duties

During the Employment Period, the Executive’s position, authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the ninety (90) day period immediately preceding the Change of Control Date.

3.3Location

During the Employment Period, the Executive’s services shall be performed at the Company’s offices on the Change of Control Date at which the Executive was employed or any office that is subsequently designated by the Company and is less than thirty (30) miles from such location.

3.4Employment at Will

The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company or its affiliated companies is “at will” and may be terminated by either the Executive or the Company or its affiliated companies at any time with or without cause.  Moreover, if prior to the Change of Control Date, the Executive’s employment with the Company or its affiliated companies terminates for any reason, then the

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Executive shall have no further rights under this Agreement; provided, however, that the Company may not avoid liability for any termination payments that would have been required during the Employment Period pursuant to Section 8 hereof by terminating the Executive prior to the Employment Period where such termination is carried out in anticipation of a Change of Control and the principal motivating purpose is to avoid liability for such termination payments.

4.Attention and Effort

During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive will devote all of the Executive’s productive time, ability, attention and effort to the business and affairs of the Company and the discharge of the responsibilities assigned to the Executive hereunder, and will use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities.  It shall not be a violation of this Agreement for the Executive to (a) serve on corporate, civic or charitable boards or committees, (b) deliver lectures, fulfill speaking engagements or teach at educational institutions, (c) manage personal investments, or (d) engage in activities permitted by the policies of the Company or as specifically permitted by the Company, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities in accordance with this Agreement.  It is expressly understood and agreed that to the extent any such activities have been conducted by the Executive prior to the Employment Period, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) during the Employment Period shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

5.Compensation

As long as the Executive remains employed by the Company during the Employment Period, the Company agrees to pay or cause to be paid to the Executive, and the Executive agrees to accept in exchange for the services rendered hereunder by the Executive, the following compensation:

5.1Salary

The Executive shall receive an annual base salary (the “Annual Base Salary”), at least equal to the annual salary established by the Board or the Compensation Committee of the Board (the “Compensation Committee”) or the Chief Executive Officer for the fiscal year in which the Change of Control Date occurs.  The Annual Base Salary shall be paid in substantially equal installments and at the same intervals as the salaries of other executives of the Company are paid.  The Board or the Compensation Committee or the Chief Executive Officer shall review the Annual Base Salary at least annually and shall determine in good faith and consistent with any generally applicable Company policy any increases for future years.

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5.2Bonus

In addition to the Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual performance bonus (the “Annual Performance Bonus”) in cash at least equal to the average annualized (for any fiscal year consisting of less than twelve (12) full months) bonus paid or payable to the Executive by the Company and its affiliated companies in respect of the Executive’s performance during the three fiscal years (or such shorter period of employment) immediately preceding the fiscal year in which the Change of Control Date occurs.  Each Annual Performance Bonus shall be paid in the fiscal year following the fiscal year for which the Annual Performance Bonus is awarded, but no later than the fifteenth day of the third month of such subsequent fiscal year, unless the Executive shall elect to defer the receipt of the Annual Performance Bonus in accordance with the terms of the Company’s deferred compensation program.

6.Benefits

6.1Incentive, Retirement and Welfare Benefit Plans; Vacation

As long as the Executive remains employed by the Company during the Employment Period, the Executive shall be entitled to participate, subject to and in accordance with applicable eligibility requirements, in such fringe benefit programs as shall be generally made available to other executives of the Company and its affiliated companies from time to time during the Employment Period by action of the Board (or any person or committee appointed by the Board to determine fringe benefit programs and other emoluments), including, without limitation, paid vacations; any stock purchase, savings or retirement plan, practice, policy or program; and all welfare benefit plans, practices, policies or programs (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans or programs).

6.2Expenses

As long as the Executive remains employed by the Company during the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable employment expenses incurred by the Executive in accordance with the policies, practices and procedures of the Company and its affiliated companies in effect for the executives of the Company and its affiliated companies during the Employment Period.  Without limitation on the foregoing, reimbursement shall be made no later than the end of the fourth month of the year following the year in which the expense was incurred.

7.Termination

During the Employment Period, employment of the Executive may be terminated as follows, but, in any case, the nondisclosure provisions set forth in Section 10 hereof shall survive the termination of this Agreement and the termination of the Executive’s employment with the Company:

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7.1By the Company or the Executive

At any time during the Employment Period, the Company may terminate the employment of the Executive with or without Cause (as defined below), and the Executive may terminate the Executive’s employment for Good Reason (as defined below) or for any reason, upon giving the Notice of Termination (as defined below).

7.2Automatic Termination

This Agreement and the Executive’s employment during the Employment Period shall terminate automatically upon the death or Total Disability of the Executive.  The term “Total Disability” as used herein shall mean the Executive’s inability (with such accommodation as may be required by law and which places no undue burden on the Company), as determined by a physician selected by the Company and acceptable to the Executive, to perform the duties set forth in Section 3.2 hereof for a period or periods aggregating twelve (12) weeks in any three hundred sixty-five (365) day period as a result of physical or mental illness, loss of legal capacity or any other cause beyond the Executive’s control, unless the Executive is granted a leave of absence by the Board.  The Executive and the Company hereby acknowledge that the duties specified in Section 3.2 hereof are essential to the Executive’s position and that Executive’s ability to perform those duties is the essence of this Agreement.

7.3Notice of Termination

Any termination by the Company or by the Executive during the Employment Period shall be communicated by the Notice of Termination to the other party given in accordance with Section 12 hereof.  The term “Notice of Termination” shall mean a written notice that (a) indicates the specific termination provision in this Agreement relied upon and (b) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.  The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

7.4Date of Termination

During the Employment Period, “Date of Termination” means (a) if the Executive’s employment is terminated by reason of death, at the end of the calendar month in which the Executive’s death occurs, (b) if the Executive’s employment is terminated by reason of Total Disability, immediately upon a determination by the Company of the Executive’s Total Disability, and (c) in all other cases, ten (10) days after the date of personal delivery or mailing of the Notice of Termination.  The Executive’s employment and performance of services will continue during such ten (10) day period; provided, however, that the Company

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may, upon notice to the Executive and without reducing the Executive’s compensation during such period, excuse the Executive from any or all of the Executive’s duties during such period.

8.Termination Payments

In the event of termination of the Executive’s employment during the Employment Period, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this Section 8.

8.1Termination by the Company Other Than for Cause or by the Executive for Good Reason

If during the Employment Period the Company terminates the Executive’s employment other than for Cause or the Executive terminates the Executive’s employment for Good Reason, the Executive shall be entitled to:

(a)receive payment of the following accrued obligations (the “Accrued Obligations”):

(i)the Annual Base Salary through the Date of Termination to the extent not theretofore paid;

(ii)the product of (x) the Annual Performance Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is three hundred sixty-five (365);

(iii)any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and

(iv)any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid;

(b)for one year after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and the Executive’s family members, if applicable, which the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”);

(c)an amount as severance pay equal to one (1) times the Annual Performance Bonus payable with respect to the fiscal year in which the Date of Termination occurs;

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(d)an amount as severance pay equal to one (1) times the Annual Base Salary for the fiscal year in which the Date of Termination occurs; and

(e)immediate vesting of all outstanding stock options previously granted to the Executive by the Company.

8.2Termination for Cause or Other Than for Good Reason

If during the Employment Period the Executive’s employment shall be terminated by the Company for Cause or by the Executive for other than Good Reason, this Agreement shall terminate without further obligation on the part of the Company to the Executive, other than the Company’s obligation to pay the Executive (a) the Annual Base Salary through the Date of Termination, (b)  the amount of any compensation previously deferred by the Executive in accordance with the terms of the Company’s deferred compensation program, and (c) any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent theretofore unpaid.

8.3Expiration of Term

In the event the Executive’s employment is not terminated prior to expiration of the Term, this Agreement shall terminate without further obligation on the part of the Company to the Executive, other than the Company’s obligation to pay the Executive the product of (a) the Annual Performance Bonus payable with respect to the fiscal year in which the Term expired and (b) a fraction the numerator of which is the number of days in the current fiscal year through the end of the Term and the denominator of which is three hundred sixty-five (365).  Such payment will be made in the fiscal year following the fiscal year in which the Term expired no later than the fifteenth day of the third month of such subsequent fiscal year.

8.4Termination Because of Death or Total Disability

If during the Employment Period the Executive’s employment is terminated by reason of the Executive’s death or Total Disability, this Agreement shall terminate automatically without further obligation on the part of the Company to the Executive or the Executive’s legal representatives under this Agreement, other than the Company’s obligation to pay the Executive the Accrued Obligations (which shall be paid to the Executive’s estate or beneficiary, as applicable in the case of the Executive’s death), and to provide COBRA Continuation.

8.5Payment Schedule

All payments of Accrued Obligations, or any portion thereof payable pursuant to this Section 8, other than deferred compensation pursuant to Section 8.1(a)(iii), shall be made to the Executive within ten (10) working days of the Date of Termination.  Deferred compensation pursuant to Section 8.1(a)(iii) shall be payable pursuant to the terms of the deferred compensation program.  Any payments payable to the Executive pursuant to Section 8.1(c) and (d) hereof shall be made to the Executive in a lump sum within ten (10) 

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working days of the Date of Termination.  For purposes of determining the payment schedule, other than for deferred compensation pursuant to Section 8.1(a)(iii), to the extent that the payment schedule in this Section 8.5 would subject payments to the distribution requirements set forth in Section 409A(a)(2) of the Internal Revenue Code of 1986, as amended (“Code”), because the Date of Termination is different than the date that a person would be deemed to have had a separation from service within the meaning of Code Section 409A(a)(2)(i), the Date of Termination shall be treated as the latest date so as to not subject such payments to the distribution requirements set forth in Code Section 409A(a)(2).  Notwithstanding the preceding provisions of this Section 8, if necessary to meet the requirements of subparagraphs (A)(i) and (B)(i) of Code Section 409A(a)(2), the amounts that would normally be paid during the first six months after the Executive’s separation from service within the meaning of Code Section 409A(a)(2) shall not be paid to an Executive who is a specified employee (as defined in Code Section 409A(a)(2)(B)(i) in accordance with the procedures established by the Compensation Committee) until the six-month anniversary of the Executive’s separation from service.

8.6Cause

For purposes of this Agreement, “Cause” means cause given by the Executive to the Company and shall include, without limitation, the occurrence of one (1) or more of the following events:

(a)a clear refusal to carry out any material lawful duties of the Executive or any directions of the Board or senior management of the Company, all reasonably consistent with the duties described in Section 3.2 hereof;

(b)persistent failure to carry out any lawful duties of the Executive described in Section 3.2 hereof or any directions of the Board or senior management reasonably consistent with the duties herein set forth to be performed by the Executive, provided, however, that the Executive has been given reasonable notice and opportunity to correct any such failure;

(c)violation by the Executive of a state or federal criminal law involving the commission of a crime against the Company or any other criminal act involving moral turpitude;

(d)current abuse by the Executive of alcohol or controlled substances; deception, fraud, misrepresentation or dishonesty by the Executive; or any incident materially compromising the Executive’s reputation or ability to represent the Company with investors, customers or the public; or

(e)any other material violation of any provision of this Agreement by the Executive, subject to the notice and opportunity-to-cure requirements of Section 11 hereof.

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8.7Good Reason

For purposes of this Agreement, “Good Reason” means

(a)the assignment to the Executive of any duties materially inconsistent with the Executive’s position, authority, duties or responsibilities as contemplated by Section 3.2 hereof or any other action by the Company that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(b)any failure by the Company to comply with any of the provisions of Section 5 or Section 6 hereof, other than an isolated and inadvertent failure not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(c)the Company’s requiring the Executive to be based at any office or location other than that described in Section 3.3 hereof;

(d)any failure by the Company to comply with and satisfy Section 13 hereof; provided, however, that the Company’s successor has received at least ten (10) days’ prior written notice from the Company or the Executive of the requirements of Section 13 hereof; or

(e)any other material violation of any provision of this Agreement by the Company;

provided, however, that the Executive has notified the Company of such assignment, failure, situation or violation within ninety (90) days of its occurrence and there has been compliance with the notice and opportunity-to-cure requirements of Section 11 hereof.

8.8Excess Parachute Limitation

If any portion of the payments or benefits for the Executive under this Agreement, the Severance Agreement, or any other agreement or benefit plan of the Company (including stock option plan) would be characterized as an “excess parachute payment” to the Executive under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive shall be paid any excise tax that the Executive owes under Section 4999 of the Code as a result of such characterization, such excise tax to be paid to the Executive at least ten (10) days prior to the date that the Executive is obligated to make the excise tax payment.  The determination of whether and to what extent any payments or benefits would be “excess parachute payments” and the date by which any excise tax shall be due, shall be determined in writing by recognized tax counsel selected by the Company and reasonably acceptable to the Executive.  Without limitation on the foregoing, the payments made pursuant to this Section 8.8 shall be made no later than the end of the year following the year in which the Executive remits such excise tax to the IRS.

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8.9Release

As a condition to receiving the payments and benefits under this Section 8, the Executive shall execute a general release and waiver of all claims against the Company, which release and waiver shall be in a form acceptable to the Company, in its reasonable discretion, and delivered to the Company no later than the fifteenth day of the third month of the fiscal year following the year in which the Date of Termination occurs.

9.Representations, Warranties and Other Conditions

In order to induce the Company to enter into this Agreement, the Executive represents and warrants to the Company as follows:

9.1Health

The Executive is in good health and knows of no physical or mental disability that, with any accommodation that may be required by law and that places no undue burden on the Company, would prevent the Executive from fulfilling the Executive’s obligations hereunder.  The Executive agrees, if the Company requests, to submit to reasonable periodic medical examinations by a physician or physicians designated by, paid for and arranged by the Company.  The Executive agrees that the examination’s medical report shall be provided to the Company.

9.2No Violation of Other Agreements

The Executive represents that neither the execution nor the performance of this Agreement by the Executive will violate or conflict in any way with any other agreement or obligations by which the Executive may be bound.

10.Nondisclosure; Return of Materials

10.1Nondisclosure

Except as required by the Executive’s employment with the Company, the Executive will not, at any time during the term of employment by the Company, or at any time thereafter, directly, indirectly or otherwise, use, communicate, disclose, disseminate, lecture upon or publish articles relating to any confidential, proprietary or trade secret information without the prior written consent of the Company.  The Executive understands that the Company will be relying on this Agreement in continuing the Executive’s employment, paying the Executive compensation, granting the Executive any promotions or raises, or entrusting the Executive with any information that helps the Company compete with others.

10.2Return of Materials

All documents, records, notebooks, notes, memoranda, drawings or other documents made or compiled by the Executive at any time, or in the Executive’s possession, including

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any and all copies thereof, shall be the property of the Company and shall be held by the Executive in trust and solely for the benefit of the Company, and shall be delivered to the Company by the Executive upon termination of employment or at any other time upon request by the Company.

11.Notice and Cure of Breach

Whenever a breach of this Agreement by either party is relied upon as justification for any action taken by the other party pursuant to any provision of this Agreement, other than clause (a), (b), (c) or (d) of Section 8.6 hereof, before such action is taken, the party asserting the breach of this Agreement shall give the other party at least twenty (20) days’ prior written notice of the existence and the nature of such breach before taking further action hereunder and shall give the party purportedly in breach of this Agreement the opportunity to correct such breach during the twenty (20) day period.

12.Form of Notice

Every notice required by the terms of this Agreement shall be given in writing by serving the same upon the party to whom it was addressed personally or by registered or certified mail, return receipt requested, at the address set forth below or at such other address as may hereafter be designated by notice given in compliance with the terms hereof:

If to the Executive:	Anna Wight
	[Address]
If to the Company:	Poniard Pharmaceuticals, Inc.
	300 Elliott Avenue West, Suite 500
	Seattle, Washington 98119
	Attn: Chief Executive Officer
With a copy to:	Perkins Coie LLP
	1201 Third Avenue, 48th Floor
	Seattle, Washington 98101-3099
	Attn: James R. Lisbakken

Except as set forth in Section 7.4 hereof, if notice is mailed, such notice shall be effective upon mailing.

13.Assignment

This Agreement is personal to the Executive and shall not be assignable by the Executive.

The Company shall assign to and require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all the business and/or

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assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, “Company” shall mean Poniard Pharmaceuticals, Inc. and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law, or otherwise.  All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

14.Waivers

No delay or failure by any party hereto in exercising, protecting or enforcing any of its rights, titles, interests or remedies hereunder, and no course of dealing or performance with respect thereto, shall constitute a waiver thereof.  The express waiver by a party hereto of any right, title, interest or remedy in a particular instance or circumstance shall not constitute a waiver thereof in any other instance or circumstance.  All rights and remedies shall be cumulative and not exclusive of any other rights or remedies.

15.Amendments in Writing

No amendment, modification, waiver, termination or discharge of any provision of this Agreement, or consent to any departure therefrom by either party hereto, shall in any event be effective unless the same shall be in writing, specifically identifying this Agreement and the provision intended to be amended, modified, waived, terminated or discharged and signed by the Company and the Executive, and each such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given.  No provision of this Agreement shall be varied, contradicted or explained by any oral agreement, course of dealing or performance or any other matter not set forth in an agreement in writing and signed by the Company and the Executive.

16.Applicable Law

This Agreement shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Washington, without regard to any rules governing conflicts of laws.

17.Arbitration; Attorneys’ Fees

Except in connection with enforcing Section 10 hereof, for which legal and equitable remedies may be sought in a court of law, any dispute arising under this Agreement shall be subject to arbitration.  The arbitration proceeding shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”) then in effect, conducted by one arbitrator either mutually agreed upon or selected in accordance with the AAA Rules.  The arbitration shall be conducted in King County, Washington, under the jurisdiction of the Seattle office of the American Arbitration Association.  The arbitrator shall have authority only to interpret and apply the provisions of

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this Agreement, and shall have no authority to add to, subtract from or otherwise modify the terms of this Agreement.  Any demand for arbitration must be made within sixty (60) days of the event(s) giving rise to the claim that this Agreement has been breached.  The arbitrator’s decision shall be final and binding, and each party agrees to be bound to by the arbitrator’s award, subject only to an appeal therefrom in accordance with the laws of the State of Washington.  Either party may obtain judgment upon the arbitrator’s award in the Superior Court of King, County, Washington.

If it becomes necessary to pursue or defend any legal proceeding, whether in arbitration or court, in order to resolve a dispute arising under this Agreement, the prevailing party in any such proceeding shall be entitled to recover its reasonable costs and attorneys’ fees.  To the extent necessary to prevent Executive from being subject to any additional tax pursuant to Code Section 409A(a)(1)(B), any amounts payable to the Executive pursuant to this paragraph shall be paid in no event later than the year following the year during which such costs and fees were incurred.

18.Severability

If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, for any reason, including, without limitation, the duration of such provision, its geographical scope or the extent of the activities prohibited or required by it, then, to the full extent permitted by law, (a) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intent of the parties hereto as nearly as may be possible, (b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision hereof, and (c) any court or arbitrator having jurisdiction thereover shall have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law.

19.Entire Agreement

This Agreement supersedes and replaces the Original Agreement, and except as described in Section 23 hereof, this Agreement constitutes the entire agreement between the Company and the Executive with respect to the subject matter hereof, and all prior or contemporaneous oral or written communications, understandings or agreements between the Company and the Executive with respect to such subject matter, are hereby superseded and nullified in their entireties, except that the Proprietary Information and Invention Agreement between the Company and the Executive shall continue in full force and effect to the extent not superseded by Section 10 hereof.

20.Withholding

The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

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21.409A Interpretation Provision

The Company intends that this Agreement fully comply with the payout and other limitations and restrictions imposed under Code Section 409A if and to the extent such Code Section 409A is otherwise applicable to payments under this Agreement and such compliance is necessary to avoid the penalties otherwise imposed under Code Section 409A.  In this connection, the Company and Executive agree that the payout timing provisions and any other terms of this Agreement shall be interpreted and deemed modified, if and to the extent necessary, to comply with the payout and other limitations and restrictions imposed under Code Section 409A if and to the extent such Code Section 409A is otherwise applicable to this Agreement and such compliance is necessary to avoid the penalties otherwise imposed under Code Section 409A.

22.Counterparts

This Agreement may be executed in counterparts, each of which counterparts shall be deemed an original, but all of which together shall constitute one and the same instrument.

23.Coordination with Severance Agreement

The Severance Agreement that the parties entered into provides for certain forms of severance and benefit payments in the event of termination of the Executive’s employment.  This Agreement is in addition to the Severance Agreement and in no way supersedes or nullifies the Severance Agreement.  Nevertheless, it is possible that termination of employment by the Company or by the Executive may fall within the scope of both agreements.  In such event, payments made to the Executive under Section 8.1 hereof shall be coordinated with payments made to the Executive under Section 5.1 of the Severance Agreement as follows:

(a)Accrued Obligations under this Agreement shall be paid first, in which case Accrued Obligations need not be paid under the Severance Agreement;

(b)COBRA Continuation under this Agreement shall be provided first, in which case COBRA Continuation need not be provided under the Severance Agreement; and

(c)the severance payment required under Section 8.1(d) hereof shall be paid first, in which case only that portion of any severance payment required under Section 5.1(c) of the Severance Agreement that is in excess of the severance payment required under Section 8.1(d) hereof shall be paid in accordance with the provisions of the Severance Agreement.

IN WITNESS WHEREOF, the parties have executed and entered into this Agreement effective on the date first set forth above.

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PONIARD PHARMACEUTICALS, INC.
By:	/s/ Caroline Loewy
	Name:			Caroline Loewy
	Its:		Chief Financial Officer
EXECUTIVE
By:		/s/ Anna Wight
Name:  Anna Wight

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APPENDIX A

For purposes of this Agreement, a “Change of Control” shall mean:

(a)A “Board Change” that, for purposes of this Agreement, shall have occurred if a majority (excluding vacant seats) of the seats on the Board are occupied by individuals who were neither (i) nominated by a majority of the Incumbent Directors nor (ii) appointed by directors so nominated.  An “Incumbent Director” is a member of the Board who has been either (i) nominated by a majority of the directors of the Company then in office or (ii) appointed by directors so nominated, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in former Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person (as hereinafter defined) other than the Board; or

(b)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of (i) twenty percent (20%) or more of either (A) the then outstanding shares of Common Stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”), in the case of either (A) or (B) of this clause (i), which acquisition is not approved in advance by a majority of the Incumbent Directors, or (ii) thirty-three percent (33%) or more of either (A) the Outstanding Company Common Stock or (B) the Outstanding Company Voting Securities, in the case of either (A) or (B) of this clause (ii), which acquisition is approved in advance by a majority of the Incumbent Directors; provided, however, that the following acquisitions shall not constitute a Change of Control:  (x) any acquisition by the Company, (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (z) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (i), (ii) and (iii) of subsection (c) of this Appendix A are satisfied; or

(c)Approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case, unless, immediately following such reorganization, merger or consolidation, (i) more than sixty percent (60%) of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all the individuals and entities who were

the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportion as their ownership immediately prior to such reorganization, merger or consolidation of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such reorganization, merger or consolidation and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, thirty-three percent (33%) or more of the Outstanding Company Common Stock or the Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, thirty-three percent (33%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were the Incumbent Directors at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or

(d)Approval by the shareholders of the Company of (i) a complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all or substantially all the assets of the Company, other than to a corporation with respect to which immediately following such sale or other disposition, (A) more than sixty percent (60%) of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, thirty-three percent (33%) or more of the Outstanding Company Common Stock or the Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, thirty-three percent (33%) or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors, and (C) at least a majority of the members of the board of directors of such corporation were approved by a majority of the Incumbent Directors at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of the Company’s assets.

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EX-10.16

Exhibit 10.16

PONIARD PHARMACEUTICALS, INC.
AMENDED AND RESTATED
KEY EXECUTIVE SEVERANCE AGREEMENT

This Amended and Restated Key Executive Severance Agreement (this “Agreement”), dated as of March 3, 2008, is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washington corporation (formerly known as NeoRx Corporation and as supplemented by Section 10, the “Company”), and DAVID KARLIN (the “Executive”).

The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to ensure that the Company will have the continued dedication of the Executive, notwithstanding the fact that the Executive does not have any form of traditional employment contract or other assurance of job security. The Board believes it is imperative to diminish any distraction of the Executive arising from the personal uncertainty and insecurity that arises in the absence of any assurance of job security by providing the Executive with reasonable compensation and benefit arrangements in the event of termination of the Executive’s employment by the Company under certain defined circumstances.

In order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

1.Term

The initial term of this Agreement (the “Initial Term”) shall be for a period of one (1) year from the date of this Agreement as first appearing above; provided, however, that this Agreement shall automatically renew for successive additional one (1) year periods (“Renewal Terms”), unless notice of nonrenewal is given by either party to the other party at least nine (9) months prior to the end of the Initial Term or any Renewal Term, and provided further that if a Change of Control (as defined in the Change of Control Agreement referenced in Section 16 hereof) occurs during the Term, the Term shall automatically extend for the duration of the Employment Period (as defined in the Change of Control Agreement). The “Term” of this Agreement shall be the Initial Term plus all Renewal Terms and, if applicable, the duration of the Employment Period. At the end of the Term, this Agreement shall terminate without further action by either the Company or the Executive.

2.Employment

The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company or by any affiliated or successor company is

“at will” and may be terminated by either the Executive or the Company or its affiliated companies at any time with or without cause, subject to the termination payments prescribed herein.

3.Attention and Effort

During any period of time that the Executive remains in the employ of the Company, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive will devote all of the Executive’s productive time, ability, attention and effort to the business and affairs of the Company and the discharge of the responsibilities assigned to the Executive hereunder, and will seek to perform faithfully and efficiently such responsibilities.  It shall not be a violation of this Agreement for the Executive to (a) serve on corporate, civic or charitable boards or committees, (b) deliver lectures, fulfill speaking engagements or teach at educational institutions, (c) manage personal investments, or (d) engage in activities permitted by the policies of the Company or as specifically permitted by the Company, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities in accordance with this Agreement.  It is expressly understood and agreed that to the extent any such activities have been conducted by the Executive prior to the Term, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) during the Term shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

4.Termination

During the Term, employment of the Executive may be terminated as follows, but, in any case, the nondisclosure provisions set forth in Section 7 hereof shall survive the termination of this Agreement and the termination of the Executive’s employment with the Company:

4.1By the Company or the Executive

At any time during the Term, the Company may terminate the employment of the Executive with or without Cause (as defined below), and the Executive may terminate the Executive’s employment for Good Reason (as defined below) or for any reason, upon giving Notice of Termination (as defined below).

4.2Automatic Termination

This Agreement and the Executive’s employment shall terminate automatically upon the death or Total Disability of the Executive.  The term “Total Disability” as used herein shall mean the Executive’s inability (with such accommodation as may be required by law and which places no undue burden on the Company), as determined by a physician selected by the Company and acceptable to the Executive, to perform the Executive’s essential duties for a period or periods aggregating twelve (12) weeks in any three hundred sixty-five (365) day period as a result of physical or mental illness, loss of legal capacity or any other cause

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beyond the Executive’s control, unless the Executive is granted a leave of absence by the Board.

4.3Notice of Termination

Any termination by the Company or by the Executive during the Term shall be communicated by Notice of Termination to the other party given in accordance with Section 9 hereof.  The term “Notice of Termination” shall mean a written notice that (a) indicates the specific termination provision in this Agreement relied upon and (b) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.  The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

4.4Date of Termination

“Date of Termination” means (a) if the Executive’s employment is terminated by reason of death, the last day of the calendar month in which the Executive’s death occurs, (b) if the Executive’s employment is terminated by reason of Total Disability, immediately upon a determination by the Company of the Executive’s Total Disability, and (c) in all other cases, ten (10) days after the date of personal delivery or mailing of the Notice of Termination.  The Executive’s employment and performance of services will continue during such ten (10) day period; provided, however, that the Company may, upon notice to the Executive and without reducing the Executive’s compensation during such period, excuse the Executive from any or all of the Executive’s duties during such period.

5.Termination Payments

In the event of termination of the Executive’s employment during the Term, all compensation and benefits shall terminate, except as specifically provided in this Section 5.

5.1Termination by the Company Other Than for Cause or by the Executive for Good Reason

If during the Term the Company terminates the Executive’s employment other than for Cause or the Executive terminates the Executive’s employment for Good Reason, the Executive shall be entitled to:

(a)receive payment of the following accrued obligations (the “Accrued Obligations”):

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(i)the Executive’s then current annual base salary through the Date of Termination to the extent not theretofore paid;

(ii)any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and

(iii)any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid;

(b)for nine (9) months after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and the Executive’s family members, if applicable, that the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and

(c)an amount as severance pay equal to seventy five percent (75%) of the Executive’s then current annual base salary for the fiscal year in which the Date of Termination occurs, subject to payment as set forth in Sections 5.5 and 5.9 hereof.

5.2Termination for Cause or Other Than for Good Reason

If during the Term the Executive’s employment shall be terminated by the Company for Cause or by the Executive for other than Good Reason, this Agreement shall terminate without further obligation on the part of the Company to the Executive, other than the Company’s obligation to pay the Executive the Accrued Obligations to the extent theretofore unpaid.

5.3Expiration of Term

In the event the Executive’s employment is not terminated prior to expiration of the Term, this Agreement shall terminate without further obligation on the part of the Company to the Executive.

5.4Termination Because of Death or Total Disability

If the Executive’s employment is terminated during the Term by reason of the Executive’s death or Total Disability, this Agreement shall terminate automatically without further obligation on the part of the Company to the Executive or the Executive’s legal representatives under this Agreement, other than the Company’s obligation to pay the Executive the Accrued Obligations (which shall be paid to the Executive’s estate or

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beneficiary, as applicable in the case of the Executive’s death) and to provide COBRA Continuation.

5.5Payment Schedule

All payments of Accrued Obligations, or any portion thereof payable pursuant to this Section 5, other than deferred compensation pursuant to Section 5.1(a)(ii), shall be made to the Executive within ten (10) working days of the Date of Termination.  Deferred compensation pursuant to Section 5.1(a)(ii) shall be payable pursuant to the terms of the deferred compensation program.  Any severance payments payable to the Executive pursuant to Section 5.1(c) shall be made to the Executive in the form of salary continuation, payable at normal payroll intervals during the nine (9) month period following the Date of Termination (“Payment Period”).  For purposes of determining the payment schedule, other than for deferred compensation pursuant to Section 5.1(a)(ii), to the extent that the payment schedule in this Section 5.5 would subject payments to the distribution requirements set forth in Section 409A(a)(2) of the Internal Revenue Code of 1986, as amended (“Code”), because the Date of Termination is different than the date that a person would be deemed to have had a separation from service within the meaning of Code Section 409A(a)(2)(i), the Date of Termination shall be treated as the latest date so as to not subject such payments to the distribution requirements set forth in Code Section 409A(a)(2).  Notwithstanding the preceding provisions of this Section 5, if necessary to meet the requirements of subparagraphs (A)(i) and (B)(i) of Code Section 409A(a)(2), the amounts that would normally be paid during the first six months after the Executive’s separation from service within the meaning of Code Section 409A(a)(2) shall not be paid to an Executive  who is a specified employee (as defined in Code Section 409A(a)(2)(B)(i) in accordance with the procedures established by the Compensation Committee) until the six-month anniversary of the Executive’s separation from service.

5.6Cause

For purposes of this Agreement, “Cause” means cause given by the Executive to the Company and shall include, without limitation, the occurrence of one or more of the following events:

(a)a clear refusal to carry out any material lawful duties of the Executive or any directions of the Board or senior management of the Company reasonably consistent with those duties;

(b)persistent failure to carry out any lawful duties of the Executive or any directions of the Board or senior management reasonably consistent with those duties; provided, however, that the Executive has been given reasonable notice and opportunity to correct any such failure;

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(c)violation by the Executive of a state or federal criminal law involving the commission of a crime against the Company or any other criminal act involving moral turpitude;

(d)current abuse by the Executive of alcohol or controlled substances; deception, fraud, misrepresentation or dishonesty by the Executive; or any incident materially compromising the Executive’s reputation or ability to represent the Company with investors, customers or the public; or

(e)any other material violation of any provision of this Agreement by the Executive, subject to the notice and opportunity to cure requirements of Section 8 hereof.

5.7Good Reason

For purposes of this Agreement, “Good Reason” means:

(a)reduction of the Executive’s annual base salary to a level below the level in effect on the date of this Agreement, regardless of any change in the Executive’s duties or responsibilities;

(b)the assignment to the Executive of any duties materially inconsistent with the Executive’s position, authority, duties or responsibilities or any other action by the Company that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(c)the Company’s requiring the Executive to be based at any office or location more than fifty (50) miles from the city in which the Executive is currently employed by the Company, i.e., San Francisco, California or Seattle, Washington;

(d)any failure by the Company to comply with and satisfy Section 10 hereof, provided, however, that the Company’s successor has received at least ten (10) days’ prior written notice from the Company or the Executive of the requirements of Section 10 hereof; or

(e)any other material violation of any provision of this Agreement by the Company;

provided, however, that the Executive has notified the Company of such salary reduction, assignment, failure, situation or violation within ninety (90) days of its occurrence and there has been compliance with the notice and opportunity to cure requirements of Section 8 hereof.

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5.8General Release of Claims

As a condition to the payment contemplated by this Section 5, the Executive shall execute a general release and waiver of claims against the Company in a form satisfactory to the Company in its sole discretion.  By way of example and not limitation, the general release and waiver of claims will include any claims for wages, bonuses, employment benefits, or damages of any kind whatsoever, arising out of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, any theory of wrongful discharge, any legal restriction on the Company’s right to terminate employment, or any federal, state or other governmental statute or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, the federal Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Washington Law Against Discrimination, or any other legal limitation on the employment relationship.  Such release and waiver shall be delivered to the Company no later than the fifteenth day of the third month of the fiscal year following the year in which the Date of Termination occurs.

5.9Dispute Regarding Existence of Good Reason for Termination

In the event the Company disputes whether Good Reason existed for the Executive to terminate the Executive’s employment for Good Reason, the Company shall pay salary continuation as provided in Section 5.5 until the earliest of (i) settlement by the parties, (ii) determination by arbitration in accordance with Section 14 hereof that Good Reason did not exist, and (iii) completion of the payments required by Section 5.5 and Section 5.1(c) hereof.  If, pursuant to Section 14 hereof, an arbitrator determines that Good Reason did not exist, the arbitrator shall also decide whether the Executive had a reasonable, good-faith basis for claiming that there was Good Reason to terminate.  If the arbitrator determines that there was not such a basis, the Executive shall be obligated to repay promptly to the Company the salary continuation payments; if the arbitrator determines that there was such a basis, the Executive shall not be obligated to repay the salary continuation.

6.Representations, Warranties and Other Conditions

In order to induce the Company to enter into this Agreement, the Executive represents and warrants to the Company as follows:

6.1Health

The Executive is in good health and knows of no physical or mental disability that, with any accommodation that may be required by law and that places no undue burden on the Company, would prevent the Executive from fulfilling the Executive’s obligations hereunder.  The Executive agrees, if the Company requests, to submit to reasonable periodic medical examinations by a physician or physicians designated, paid for and arranged by the Company.  The Executive agrees that the examination’s medical report shall be provided to the Company.

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6.2No Violation of Other Agreements

The Executive represents that neither the execution nor the performance of this Agreement by the Executive will violate or conflict in any way with any other agreement or obligations by which the Executive may be bound.

7.Nondisclosure; Return of Materials

7.1Nondisclosure

Except as required by the Executive’s employment with the Company, the Executive will not, at any time during the term of employment by the Company, or at any time thereafter, directly, indirectly or otherwise, use, communicate, disclose, disseminate, lecture upon or publish articles relating to any confidential, proprietary or trade secret information without the prior written consent of the Company.  The Executive understands that the Company will be relying on this covenant in continuing the Executive’s employment, paying the Executive’s compensation, granting the Executive any promotions or raises, or entrusting the Executive with any information that helps the Company compete with others.

7.2Return of Materials

All documents, records, notebooks, notes, memoranda, drawings or other documents made or compiled by the Executive at any time while employed by the Company, or in the Executive’s possession, including any and all copies thereof, shall be the property of the Company and shall be held by the Executive in trust and solely for the benefit of the Company, and shall be delivered to the Company by the Executive upon termination of employment or at any other time upon request by the Company.

8.Notice and Cure of Breach

Whenever a breach of this Agreement by either party is relied upon as justification for any action taken by the other party pursuant to any provision of this Agreement, other than clause (a), (b), (c) or (d) of Section 5.6 hereof, before such action is taken, the party asserting the breach of this Agreement shall give the other party at least twenty (20) days’ prior written notice of the existence and the nature of such breach before taking further action hereunder and shall give the party purportedly in breach of this Agreement the opportunity to correct such breach during the twenty (20) day period.

9.Form of Notice

Every notice required by the terms of this Agreement shall be given in writing by serving the same upon the party to whom it was addressed personally or by registered or certified mail, return receipt requested, at the address set forth below or at such other address as may hereafter be designated by notice given in compliance with the terms hereof:

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If to the Executive:	David Karlin
	[Address]
If to the Company:	Poniard Pharmaceuticals, Inc.
	300 Elliott Avenue West, Suite 500
	Seattle, Washington 98119
	Attn: Chief Executive Officer
With a copy to:	Perkins Coie LLP
	1201 Third Avenue, 48th Floor
	Seattle, Washington 98101-3099
	Attn: James R. Lisbakken

Except as set forth in Section 4.4 hereof, if notice is mailed, such notice shall be effective upon mailing.

10.Assignment

This Agreement is personal to the Executive and shall not be assignable by the Executive.

The Company shall assign to and require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, the “Company” shall mean Poniard Pharmaceuticals, Inc. and any affiliated company or successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by contract, operation of law or otherwise; and as long as such successor assumes and agrees to perform this Agreement, the termination of the Executive’s employment by one such entity and the immediate hiring and continuation of the Executive’s employment by the succeeding entity shall not be deemed to constitute a termination or trigger any severance obligation under this Agreement.  All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

11.Waivers

No delay or failure by any party hereto in exercising, protecting or enforcing any of its rights, titles, interests or remedies hereunder, and no course of dealing or performance with respect thereto, shall constitute a waiver thereof.  The express waiver by a party hereto of any right, title, interest or remedy in a particular instance or circumstance shall not constitute a waiver thereof in any other instance or circumstance.  All rights and remedies shall be cumulative and not exclusive of any other rights or remedies.

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12.Amendments In Writing

No amendment, modification, waiver, termination or discharge of any provision of this Agreement, or consent to any departure therefrom by either party hereto, shall in any event be effective unless the same shall be in writing, specifically identifying this Agreement and the provision intended to be amended, modified, waived, terminated or discharged and signed by the Company and the Executive, and each such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given.  No provision of this Agreement shall be varied, contradicted or explained by any oral agreement, course of dealing or performance or any other matter not set forth in an agreement in writing and signed by the Company and the Executive.

13.Applicable Law

This Agreement shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Washington, without regard to any rules governing conflicts of laws.

14.Arbitration; Attorneys’ Fees

Except in connection with enforcing Section 7 hereof, for which legal and equitable remedies may be sought in a court of law, any dispute arising under this Agreement shall be subject to arbitration.  The arbitration proceeding shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”) then in effect, conducted by one (1) arbitrator either mutually agreed upon or selected in accordance with the AAA Rules.  The arbitration shall be conducted in King County, Washington, under the jurisdiction of the Seattle office of the American Arbitration Association.  The arbitrator shall have authority only to interpret and apply the provisions of this Agreement, and shall have no authority to add to, subtract from or otherwise modify the terms of this Agreement.  Any demand for arbitration must be made within sixty (60) days of the event(s) giving rise to the claim that this Agreement has been breached.  The arbitrator’s decision shall be final and binding, and each party agrees to be bound by the arbitrator’s award, subject only to an appeal therefrom in accordance with the laws of the State of Washington.  Either party may obtain judgment upon the arbitrator’s award in the Superior Court of King County, Washington.

If it becomes necessary to pursue or defend any legal proceeding, whether in arbitration or court, in order to resolve a dispute arising under this Agreement, the prevailing party in any such proceeding shall be entitled to recover its reasonable costs and attorneys’ fees.  To the extent necessary to prevent Executive from being subject to any additional tax pursuant to Code Section 409A(a)(1)(B), any amounts payable to the Executive pursuant to this paragraph shall be paid in no event later than the year following the year during which such costs and fees were incurred.

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15.Severability

If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, for any reason, including, without limitation, the duration of such provision, its geographical scope or the extent of the activities prohibited or required by it, then, to the full extent permitted by law, (a) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intent of the parties hereto as nearly as may be possible, (b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision hereof, and (c) any court or arbitrator having jurisdiction thereover shall have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law.

16.Coordination With Change of Control Agreement

The Company and the Executive are entering into an Amended and Restated Change of Control Agreement (the “Change of Control Agreement”), which agreement provides for certain forms of severance and benefit payments in the event of termination of Executive’s employment under certain defined circumstances.  This Agreement is in addition to the Change of Control Agreement, providing certain assurances to the Executive in circumstances that the Change of Control Agreement does not cover, and in no way supersedes or nullifies the Change of Control Agreement.  Nevertheless, it is possible that a termination of employment by the Company or by the Executive may fall within the scope of both agreements.  In such event, payments made to the Executive under Section 5.1 hereof shall be coordinated with payments made to the Executive under Section 8.1 of the Change of Control Agreement as follows:

(a)Accrued Obligations under this Agreement need not be paid if paid under the Change of Control Agreement;

(b)COBRA Continuation under this Agreement need not be provided if provided under the Change of Control Agreement; and

(c)the severance payment required under Section 5.1(c) hereof (and paid pursuant to Section 5.5 hereof) need not be paid to the extent a severance payment is made under Section 8.1(d) of the Change of Control Agreement, i.e., the credit from Section 8.1(d) of the Change of Control Agreement is applied as amounts become due under Section 5.5 hereof.

17.Excess Parachute Payments

Unless provided by Section 8.8 of the Change of Control Agreement, if any portion of the payments or benefits under this Agreement or any other agreement or benefit plan of the Company (including stock options) would be characterized as an “excess parachute payment” to the Executive under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive shall be paid any excise tax that the Executive owes under

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Section 4999 of the Code as a result of such characterization, such excise tax to be paid to the Executive at least ten (10) days prior to the date that the Executive is obligated to make the excise tax payment.  The determination of whether and to what extent any payments or benefits would be “excess parachute payments” and the date by which any excise tax shall be due, shall be determined in writing by recognized tax counsel selected by the Company and reasonably acceptable to the Executive.  Without limitation on the foregoing, the payments made pursuant to this Section 17 shall be made no later than the end of the year following the year in which the Executive remits such excise tax to the IRS.

18.Entire Agreement

This Agreement supersedes and replaces the Key Executive Severance Agreement, dated as of June 23, 2005, between the parties, and except as described in Section 16 hereof, this Agreement constitutes the entire agreement between the Company and the Executive with respect to the subject matter hereof, and all prior or contemporaneous oral or written communications, understandings or agreements between the Company and the Executive with respect to such subject matter, are hereby superseded and nullified in their entireties, except that the Proprietary Information and Invention Agreement between the Executive and the Company shall continue in full force and effect to the extent not superseded by Section 10 hereof.

19.Withholding

The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

20.409A Interpretation Provision

The Company intends that this Agreement fully comply with the payout and other limitations and restrictions imposed under Code Section 409A if and to the extent such Code Section 409A is otherwise applicable to payments under this Agreement and such compliance is necessary to avoid the penalties otherwise imposed under Code Section 409A. In this connection, the Company and Executive agree that the payout timing provisions and any other terms of this Agreement shall be interpreted and deemed modified, if and to the extent necessary, to comply with the payout and other limitations and restrictions imposed under Code Section 409A if and to the extent such Code Section 409A is otherwise applicable to this Agreement and such compliance is necessary to avoid the penalties otherwise imposed under Code Section 409A.

21.Counterparts

This Agreement may be executed in counterparts, each of which counterpart shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties have executed and entered into this Agreement effective on the date first set forth above.

PONIARD PHARMACEUTICALS, INC.
By:	/s/ Caroline Loewy
	Name: Caroline Loewy
	Its:  Chief Finanical Officer
EXECUTIVE
By:	/s/ David Karlin
Name:  David Karlin

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EX-10.17

Exhibit 10.17

PONIARD PHARMACEUTICALS, INC.
AMENDED AND RESTATED
CHANGE OF CONTROL AGREEMENT (VP)

This Amended and Restated Change of Control Agreement (VP) (this “Agreement”), dated as of March 3, 2008, is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washington corporation (formerly known as NeoRx Corporation and as supplemented by Section 13, the “Company”), and DAVID KARLIN (the “Executive”).

The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to ensure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined in Section 1 hereof) of the Company.  The Board believes it is imperative to diminish the inevitable distraction of the Executive arising from the personal uncertainties and risks created by a pending or threatened Change of Control, to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with reasonable compensation and benefit arrangements upon a Change of Control.

In order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

1.Definitions

1.1“Change of Control” shall have the definition set forth in Appendix A hereto, which is hereby incorporated by reference.

1.2“Change of Control Date” shall mean the first date on which a Change of Control occurs.

1.3“Employment Period” shall mean the two (2) year period commencing on the Change of Control Date and ending on the second anniversary of such date.

1.4“Original Agreement” shall mean the Change of Control Agreement, dated as of June 23, 2005, between the parties.

1.5“Severance Agreement” shall mean the Amended and Restated Key Executive Severance Agreement, dated as of the date hereof, between the parties, as it may be amended from time to time, that provides for certain benefits related to termination of the Executive’s employment that are unrelated to a Change of Control.

2.Term

The initial term of this Agreement (“Initial Term”) shall be for a period of one (1) year from the date this Agreement as first appearing above; provided, however, that this Agreement shall automatically renew for successive additional one (1) year periods (“Renewal Terms”) unless notice of nonrenewal is given by either party to the other at least ninety (90) days prior to the end of the Initial Term or any Renewal Term, and provided further that if a Change in Control occurs during the Term, the Term shall automatically extend for the duration of the Employment Period.  The “Term” of this Agreement shall be the Initial Term plus all Renewal Terms and, if applicable, the duration of the Employment Period.  At the end of the Term, this Agreement shall terminate without further action by either the Company or the Executive.

3.Employment

3.1Employment Period

During the Employment Period, the Company hereby agrees to continue the Executive in its employ or in the employ of its affiliated companies, and the Executive hereby agrees to remain in the employ of the Company or its affiliated companies, in accordance with the terms and provisions of this Agreement; provided, however, that either the Company or the Executive may terminate the employment relationship subject to the terms of this Agreement.

3.2Position and Duties

During the Employment Period, the Executive’s position, authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the ninety (90) day period immediately preceding the Change of Control Date.

3.3Location

During the Employment Period, the Executive’s services shall be performed at the Company’s offices on the Change of Control Date at which the Executive was employed or any office that is subsequently designated by the Company and is less than thirty (30) miles from such location.

3.4Employment at Will

The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company or its affiliated companies is “at will” and may be terminated by either the Executive or the Company or its affiliated companies at any time with or without cause.  Moreover, if prior to the Change of Control Date, the Executive’s

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employment with the Company or its affiliated companies terminates for any reason, then the Executive shall have no further rights under this Agreement; provided, however, that the Company may not avoid liability for any termination payments that would have been required during the Employment Period pursuant to Section 8 hereof by terminating the Executive prior to the Employment Period where such termination is carried out in anticipation of a Change of Control and the principal motivating purpose is to avoid liability for such termination payments.

4.Attention and Effort

During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive will devote all of the Executive’s productive time, ability, attention and effort to the business and affairs of the Company and the discharge of the responsibilities assigned to the Executive hereunder, and will use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities.  It shall not be a violation of this Agreement for the Executive to (a) serve on corporate, civic or charitable boards or committees, (b) deliver lectures, fulfill speaking engagements or teach at educational institutions, (c) manage personal investments, or (d) engage in activities permitted by the policies of the Company or as specifically permitted by the Company, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities in accordance with this Agreement.  It is expressly understood and agreed that to the extent any such activities have been conducted by the Executive prior to the Employment Period, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) during the Employment Period shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

5.Compensation

As long as the Executive remains employed by the Company during the Employment Period, the Company agrees to pay or cause to be paid to the Executive, and the Executive agrees to accept in exchange for the services rendered hereunder by the Executive, the following compensation:

5.1Salary

The Executive shall receive an annual base salary (the “Annual Base Salary”), at least equal to the annual salary established by the Board or the Compensation Committee of the Board (the “Compensation Committee”) or the Chief Executive Officer for the fiscal year in which the Change of Control Date occurs.  The Annual Base Salary shall be paid in substantially equal installments and at the same intervals as the salaries of other executives of the Company are paid.  The Board or the Compensation Committee or the Chief Executive Officer shall review the Annual Base Salary at least annually and shall determine in good faith and consistent with any generally applicable Company policy any increases for future years.

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5.2Bonus

In addition to the Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual performance bonus (the “Annual Performance Bonus”) in cash at least equal to the average annualized (for any fiscal year consisting of less than twelve (12) full months) bonus paid or payable to the Executive by the Company and its affiliated companies in respect of the Executive’s performance during the three fiscal years (or such shorter period of employment) immediately preceding the fiscal year in which the Change of Control Date occurs.  Each Annual Performance Bonus shall be paid in the fiscal year following the fiscal year for which the Annual Performance Bonus is awarded, but no later than the fifteenth day of the third month of such subsequent fiscal year, unless the Executive shall elect to defer the receipt of the Annual Performance Bonus in accordance with the terms of the Company’s deferred compensation program.

6.Benefits

6.1Incentive, Retirement and Welfare Benefit Plans; Vacation

As long as the Executive remains employed by the Company during the Employment Period, the Executive shall be entitled to participate, subject to and in accordance with applicable eligibility requirements, in such fringe benefit programs as shall be generally made available to other executives of the Company and its affiliated companies from time to time during the Employment Period by action of the Board (or any person or committee appointed by the Board to determine fringe benefit programs and other emoluments), including, without limitation, paid vacations; any stock purchase, savings or retirement plan, practice, policy or program; and all welfare benefit plans, practices, policies or programs (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans or programs).

6.2Expenses

As long as the Executive remains employed by the Company during the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable employment expenses incurred by the Executive in accordance with the policies, practices and procedures of the Company and its affiliated companies in effect for the executives of the Company and its affiliated companies during the Employment Period.  Without limitation on the foregoing, reimbursement shall be made no later than the end of the fourth month of the year following the year in which the expense was incurred.

7.Termination

During the Employment Period, employment of the Executive may be terminated as follows, but, in any case, the nondisclosure provisions set forth in Section 10 hereof shall survive the termination of this Agreement and the termination of the Executive’s employment with the Company:

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7.1By the Company or the Executive

At any time during the Employment Period, the Company may terminate the employment of the Executive with or without Cause (as defined below), and the Executive may terminate the Executive’s employment for Good Reason (as defined below) or for any reason, upon giving the Notice of Termination (as defined below).

7.2Automatic Termination

This Agreement and the Executive’s employment during the Employment Period shall terminate automatically upon the death or Total Disability of the Executive.  The term “Total Disability” as used herein shall mean the Executive’s inability (with such accommodation as may be required by law and which places no undue burden on the Company), as determined by a physician selected by the Company and acceptable to the Executive, to perform the duties set forth in Section 3.2 hereof for a period or periods aggregating twelve (12) weeks in any three hundred sixty-five (365) day period as a result of physical or mental illness, loss of legal capacity or any other cause beyond the Executive’s control, unless the Executive is granted a leave of absence by the Board.  The Executive and the Company hereby acknowledge that the duties specified in Section 3.2 hereof are essential to the Executive’s position and that Executive’s ability to perform those duties is the essence of this Agreement.

7.3Notice of Termination

Any termination by the Company or by the Executive during the Employment Period shall be communicated by the Notice of Termination to the other party given in accordance with Section 12 hereof.  The term “Notice of Termination” shall mean a written notice that (a) indicates the specific termination provision in this Agreement relied upon and (b) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.  The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

7.4Date of Termination

During the Employment Period, “Date of Termination” means (a) if the Executive’s employment is terminated by reason of death, at the end of the calendar month in which the Executive’s death occurs, (b) if the Executive’s employment is terminated by reason of Total Disability, immediately upon a determination by the Company of the Executive’s Total Disability, and (c) in all other cases, ten (10) days after the date of personal delivery or mailing of the Notice of Termination.  The Executive’s employment and performance of services will continue during such ten (10) day period; provided, however, that the Company

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may, upon notice to the Executive and without reducing the Executive’s compensation during such period, excuse the Executive from any or all of the Executive’s duties during such period.

8.Termination Payments

In the event of termination of the Executive’s employment during the Employment Period, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this Section 8.

8.1Termination by the Company Other Than for Cause or by the Executive for Good Reason

If during the Employment Period the Company terminates the Executive’s employment other than for Cause or the Executive terminates the Executive’s employment for Good Reason, the Executive shall be entitled to:

(a)receive payment of the following accrued obligations (the “Accrued Obligations”):

(i)the Annual Base Salary through the Date of Termination to the extent not theretofore paid;

(ii)the product of (x) the Annual Performance Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is three hundred sixty-five (365);

(iii)any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and

(iv)any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid;

(b)for one year after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and the Executive’s family members, if applicable, which the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”);

(c)an amount as severance pay equal to one (1) times the Annual Performance Bonus payable with respect to the fiscal year in which the Date of Termination occurs;

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(d)an amount as severance pay equal to one (1) times the Annual Base Salary for the fiscal year in which the Date of Termination occurs; and

(e)immediate vesting of all outstanding stock options previously granted to the Executive by the Company.

8.2Termination for Cause or Other Than for Good Reason

If during the Employment Period the Executive’s employment shall be terminated by the Company for Cause or by the Executive for other than Good Reason, this Agreement shall terminate without further obligation on the part of the Company to the Executive, other than the Company’s obligation to pay the Executive (a) the Annual Base Salary through the Date of Termination, (b)  the amount of any compensation previously deferred by the Executive in accordance with the terms of the Company’s deferred compensation program, and (c) any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent theretofore unpaid.

8.3Expiration of Term

In the event the Executive’s employment is not terminated prior to expiration of the Term, this Agreement shall terminate without further obligation on the part of the Company to the Executive, other than the Company’s obligation to pay the Executive the product of (a) the Annual Performance Bonus payable with respect to the fiscal year in which the Term expired and (b) a fraction the numerator of which is the number of days in the current fiscal year through the end of the Term and the denominator of which is three hundred sixty-five (365).  Such payment will be made in the fiscal year following the fiscal year in which the Term expired no later than the fifteenth day of the third month of such subsequent fiscal year.

8.4Termination Because of Death or Total Disability

If during the Employment Period the Executive’s employment is terminated by reason of the Executive’s death or Total Disability, this Agreement shall terminate automatically without further obligation on the part of the Company to the Executive or the Executive’s legal representatives under this Agreement, other than the Company’s obligation to pay the Executive the Accrued Obligations (which shall be paid to the Executive’s estate or beneficiary, as applicable in the case of the Executive’s death), and to provide COBRA Continuation.

8.5Payment Schedule

All payments of Accrued Obligations, or any portion thereof payable pursuant to this Section 8, other than deferred compensation pursuant to Section 8.1(a)(iii), shall be made to the Executive within ten (10) working days of the Date of Termination.  Deferred compensation pursuant to Section 8.1(a)(iii) shall be payable pursuant to the terms of the deferred compensation program.  Any payments payable to the Executive pursuant to

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Section 8.1(c) and (d) hereof shall be made to the Executive in a lump sum within ten (10) working days of the Date of Termination.  For purposes of determining the payment schedule, other than for deferred compensation pursuant to Section 8.1(a)(iii), to the extent that the payment schedule in this Section 8.5 would subject payments to the distribution requirements set forth in Section 409A(a)(2) of the Internal Revenue Code of 1986, as amended (“Code”), because the Date of Termination is different than the date that a person would be deemed to have had a separation from service within the meaning of Code Section 409A(a)(2)(i), the Date of Termination shall be treated as the latest date so as to not subject such payments to the distribution requirements set forth in Code Section 409A(a)(2).  Notwithstanding the preceding provisions of this Section 8, if necessary to meet the requirements of subparagraphs (A)(i) and (B)(i) of Code Section 409A(a)(2), the amounts that would normally be paid during the first six months after the Executive’s separation from service within the meaning of Code Section 409A(a)(2) shall not be paid to an Executive who is a specified employee (as defined in Code Section 409A(a)(2)(B)(i) in accordance with the procedures established by the Compensation Committee) until the six-month anniversary of the Executive’s separation from service.

8.6Cause

For purposes of this Agreement, “Cause” means cause given by the Executive to the Company and shall include, without limitation, the occurrence of one (1) or more of the following events:

(a)a clear refusal to carry out any material lawful duties of the Executive or any directions of the Board or senior management of the Company, all reasonably consistent with the duties described in Section 3.2 hereof;

(b)persistent failure to carry out any lawful duties of the Executive described in Section 3.2 hereof or any directions of the Board or senior management reasonably consistent with the duties herein set forth to be performed by the Executive, provided, however, that the Executive has been given reasonable notice and opportunity to correct any such failure;

(c)violation by the Executive of a state or federal criminal law involving the commission of a crime against the Company or any other criminal act involving moral turpitude;

(d)current abuse by the Executive of alcohol or controlled substances; deception, fraud, misrepresentation or dishonesty by the Executive; or any incident materially compromising the Executive’s reputation or ability to represent the Company with investors, customers or the public; or

(e)any other material violation of any provision of this Agreement by the Executive, subject to the notice and opportunity-to-cure requirements of Section 11 hereof.

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8.7Good Reason

For purposes of this Agreement, “Good Reason” means

(a)the assignment to the Executive of any duties materially inconsistent with the Executive’s position, authority, duties or responsibilities as contemplated by Section 3.2 hereof or any other action by the Company that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(b)any failure by the Company to comply with any of the provisions of Section 5 or Section 6 hereof, other than an isolated and inadvertent failure not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(c)the Company’s requiring the Executive to be based at any office or location other than that described in Section 3.3 hereof;

(d)any failure by the Company to comply with and satisfy Section 13 hereof; provided, however, that the Company’s successor has received at least ten (10) days’ prior written notice from the Company or the Executive of the requirements of Section 13 hereof; or

(e)any other material violation of any provision of this Agreement by the Company;

provided, however, that the Executive has notified the Company of such assignment, failure, situation or violation within ninety (90) days of its occurrence and there has been compliance with the notice and opportunity-to-cure requirements of Section 11 hereof.

8.8Excess Parachute Limitation

If any portion of the payments or benefits for the Executive under this Agreement, the Severance Agreement, or any other agreement or benefit plan of the Company (including stock option plan) would be characterized as an “excess parachute payment” to the Executive under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive shall be paid any excise tax that the Executive owes under Section 4999 of the Code as a result of such characterization, such excise tax to be paid to the Executive at least ten (10) days prior to the date that the Executive is obligated to make the excise tax payment.  The determination of whether and to what extent any payments or benefits would be “excess parachute payments” and the date by which any excise tax shall be due, shall be determined in writing by recognized tax counsel selected by the Company and reasonably acceptable to the Executive.  Without limitation on the foregoing, the payments made pursuant to this

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Section 8.8 shall be made no later than the end of the year following the year in which the Executive remits such excise tax to the IRS.

8.9Release

As a condition to receiving the payments and benefits under this Section 8, the Executive shall execute a general release and waiver of all claims against the Company, which release and waiver shall be in a form acceptable to the Company, in its reasonable discretion, and delivered to the Company no later than the fifteenth day of the third month of the fiscal year following the year in which the Date of Termination occurs.

9.Representations, Warranties and Other Conditions

In order to induce the Company to enter into this Agreement, the Executive represents and warrants to the Company as follows:

9.1Health

The Executive is in good health and knows of no physical or mental disability that, with any accommodation that may be required by law and that places no undue burden on the Company, would prevent the Executive from fulfilling the Executive’s obligations hereunder.  The Executive agrees, if the Company requests, to submit to reasonable periodic medical examinations by a physician or physicians designated by, paid for and arranged by the Company.  The Executive agrees that the examination’s medical report shall be provided to the Company.

9.2No Violation of Other Agreements

The Executive represents that neither the execution nor the performance of this Agreement by the Executive will violate or conflict in any way with any other agreement or obligations by which the Executive may be bound.

10.Nondisclosure; Return of Materials

10.1Nondisclosure

Except as required by the Executive’s employment with the Company, the Executive will not, at any time during the term of employment by the Company, or at any time thereafter, directly, indirectly or otherwise, use, communicate, disclose, disseminate, lecture upon or publish articles relating to any confidential, proprietary or trade secret information without the prior written consent of the Company.  The Executive understands that the Company will be relying on this Agreement in continuing the Executive’s employment, paying the Executive compensation, granting the Executive any promotions or raises, or entrusting the Executive with any information that helps the Company compete with others.

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10.2Return of Materials

All documents, records, notebooks, notes, memoranda, drawings or other documents made or compiled by the Executive at any time, or in the Executive’s possession, including any and all copies thereof, shall be the property of the Company and shall be held by the Executive in trust and solely for the benefit of the Company, and shall be delivered to the Company by the Executive upon termination of employment or at any other time upon request by the Company.

11.Notice and Cure of Breach

Whenever a breach of this Agreement by either party is relied upon as justification for any action taken by the other party pursuant to any provision of this Agreement, other than clause (a), (b), (c) or (d) of Section 8.6 hereof, before such action is taken, the party asserting the breach of this Agreement shall give the other party at least twenty (20) days’ prior written notice of the existence and the nature of such breach before taking further action hereunder and shall give the party purportedly in breach of this Agreement the opportunity to correct such breach during the twenty (20) day period.

12.Form of Notice

Every notice required by the terms of this Agreement shall be given in writing by serving the same upon the party to whom it was addressed personally or by registered or certified mail, return receipt requested, at the address set forth below or at such other address as may hereafter be designated by notice given in compliance with the terms hereof:

If to the Executive:	David Karlin
	[Address]
If to the Company:	Poniard Pharmaceuticals, Inc.
	300 Elliott Avenue West, Suite 500
	Seattle, Washington 98119
	Attn: Chief Executive Officer
With a copy to:	Perkins Coie LLP
	1201 Third Avenue, 48th Floor
	Seattle, Washington 98101-3099
	Attn: James R. Lisbakken

Except as set forth in Section 7.4 hereof, if notice is mailed, such notice shall be effective upon mailing.

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13.Assignment

This Agreement is personal to the Executive and shall not be assignable by the Executive.

The Company shall assign to and require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, “Company” shall mean Poniard Pharmaceuticals, Inc. and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law, or otherwise.  All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

14.Waivers

No delay or failure by any party hereto in exercising, protecting or enforcing any of its rights, titles, interests or remedies hereunder, and no course of dealing or performance with respect thereto, shall constitute a waiver thereof.  The express waiver by a party hereto of any right, title, interest or remedy in a particular instance or circumstance shall not constitute a waiver thereof in any other instance or circumstance.  All rights and remedies shall be cumulative and not exclusive of any other rights or remedies.

15.Amendments in Writing

No amendment, modification, waiver, termination or discharge of any provision of this Agreement, or consent to any departure therefrom by either party hereto, shall in any event be effective unless the same shall be in writing, specifically identifying this Agreement and the provision intended to be amended, modified, waived, terminated or discharged and signed by the Company and the Executive, and each such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given.  No provision of this Agreement shall be varied, contradicted or explained by any oral agreement, course of dealing or performance or any other matter not set forth in an agreement in writing and signed by the Company and the Executive.

16.Applicable Law

This Agreement shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Washington, without regard to any rules governing conflicts of laws.

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17.Arbitration; Attorneys’ Fees

Except in connection with enforcing Section 10 hereof, for which legal and equitable remedies may be sought in a court of law, any dispute arising under this Agreement shall be subject to arbitration.  The arbitration proceeding shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”) then in effect, conducted by one arbitrator either mutually agreed upon or selected in accordance with the AAA Rules.  The arbitration shall be conducted in King County, Washington, under the jurisdiction of the Seattle office of the American Arbitration Association.  The arbitrator shall have authority only to interpret and apply the provisions of this Agreement, and shall have no authority to add to, subtract from or otherwise modify the terms of this Agreement.  Any demand for arbitration must be made within sixty (60) days of the event(s) giving rise to the claim that this Agreement has been breached.  The arbitrator’s decision shall be final and binding, and each party agrees to be bound to by the arbitrator’s award, subject only to an appeal therefrom in accordance with the laws of the State of Washington.  Either party may obtain judgment upon the arbitrator’s award in the Superior Court of King, County, Washington.

If it becomes necessary to pursue or defend any legal proceeding, whether in arbitration or court, in order to resolve a dispute arising under this Agreement, the prevailing party in any such proceeding shall be entitled to recover its reasonable costs and attorneys’ fees.  To the extent necessary to prevent Executive from being subject to any additional tax pursuant to Code Section 409A(a)(1)(B), any amounts payable to the Executive pursuant to this paragraph shall be paid in no event later than the year following the year during which such costs and fees were incurred.

18.Severability

If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, for any reason, including, without limitation, the duration of such provision, its geographical scope or the extent of the activities prohibited or required by it, then, to the full extent permitted by law, (a) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intent of the parties hereto as nearly as may be possible, (b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision hereof, and (c) any court or arbitrator having jurisdiction thereover shall have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law.

19.Entire Agreement

This Agreement supersedes and replaces the Original Agreement, and except as described in Section 23 hereof, this Agreement constitutes the entire agreement between the Company and the Executive with respect to the subject matter hereof, and all prior or contemporaneous oral or written communications, understandings or agreements between the

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Company and the Executive with respect to such subject matter, are hereby superseded and nullified in their entireties, except that the Proprietary Information and Invention Agreement between the Company and the Executive shall continue in full force and effect to the extent not superseded by Section 10 hereof.

20.Withholding

The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

21.409A Interpretation Provision

The Company intends that this Agreement fully comply with the payout and other limitations and restrictions imposed under Code Section 409A if and to the extent such Code Section 409A is otherwise applicable to payments under this Agreement and such compliance is necessary to avoid the penalties otherwise imposed under Code Section 409A.  In this connection, the Company and Executive agree that the payout timing provisions and any other terms of this Agreement shall be interpreted and deemed modified, if and to the extent necessary, to comply with the payout and other limitations and restrictions imposed under Code Section 409A if and to the extent such Code Section 409A is otherwise applicable to this Agreement and such compliance is necessary to avoid the penalties otherwise imposed under Code Section 409A.

22.Counterparts

This Agreement may be executed in counterparts, each of which counterparts shall be deemed an original, but all of which together shall constitute one and the same instrument.

23.Coordination with Severance Agreement

The Severance Agreement that the parties entered into provides for certain forms of severance and benefit payments in the event of termination of the Executive’s employment.  This Agreement is in addition to the Severance Agreement and in no way supersedes or nullifies the Severance Agreement.  Nevertheless, it is possible that termination of employment by the Company or by the Executive may fall within the scope of both agreements.  In such event, payments made to the Executive under Section 8.1 hereof shall be coordinated with payments made to the Executive under Section 5.1 of the Severance Agreement as follows:

(a)Accrued Obligations under this Agreement shall be paid first, in which case Accrued Obligations need not be paid under the Severance Agreement;

(b)COBRA Continuation under this Agreement shall be provided first, in which case COBRA Continuation need not be provided under the Severance Agreement; and

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(c)the severance payment required under Section 8.1(d) hereof shall be paid first, in which case only that portion of any severance payment required under Section 5.1(c) of the Severance Agreement that is in excess of the severance payment required under Section 8.1(d) hereof shall be paid in accordance with the provisions of the Severance Agreement.

IN WITNESS WHEREOF, the parties have executed and entered into this Agreement effective on the date first set forth above.

PONIARD PHARMACEUTICALS, INC.
By:	/s/ Caroline Loewy
	Name: Caroline Loewy
	Its:  Chief Financial Officer
EXECUTIVE
By:	/s/ David Karlin
Name:  David Karlin

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APPENDIX A

For purposes of this Agreement, a “Change of Control” shall mean:

(a)A “Board Change” that, for purposes of this Agreement, shall have occurred if a majority (excluding vacant seats) of the seats on the Board are occupied by individuals who were neither (i) nominated by a majority of the Incumbent Directors nor (ii) appointed by directors so nominated.  An “Incumbent Director” is a member of the Board who has been either (i) nominated by a majority of the directors of the Company then in office or (ii) appointed by directors so nominated, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in former Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person (as hereinafter defined) other than the Board; or

(b)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of (i) twenty percent (20%) or more of either (A) the then outstanding shares of Common Stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”), in the case of either (A) or (B) of this clause (i), which acquisition is not approved in advance by a majority of the Incumbent Directors, or (ii) thirty-three percent (33%) or more of either (A) the Outstanding Company Common Stock or (B) the Outstanding Company Voting Securities, in the case of either (A) or (B) of this clause (ii), which acquisition is approved in advance by a majority of the Incumbent Directors; provided, however, that the following acquisitions shall not constitute a Change of Control:  (x) any acquisition by the Company, (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (z) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (i), (ii) and (iii) of subsection (c) of this Appendix A are satisfied; or

(c)Approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case, unless, immediately following such reorganization, merger or consolidation, (i) more than sixty percent (60%) of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all the individuals and entities who were

the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportion as their ownership immediately prior to such reorganization, merger or consolidation of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such reorganization, merger or consolidation and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, thirty-three percent (33%) or more of the Outstanding Company Common Stock or the Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, thirty-three percent (33%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were the Incumbent Directors at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or

(d)Approval by the shareholders of the Company of (i) a complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all or substantially all the assets of the Company, other than to a corporation with respect to which immediately following such sale or other disposition, (A) more than sixty percent (60%) of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, thirty-three percent (33%) or more of the Outstanding Company Common Stock or the Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, thirty-three percent (33%) or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors, and (C) at least a majority of the members of the board of directors of such corporation were approved by a majority of the Incumbent Directors at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of the Company’s assets.

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EX-10.19

Exhibit 10.19

PONIARD PHARMACEUTICALS, INC.
AMENDED AND RESTATED
KEY EXECUTIVE SEVERANCE AGREEMENT

This Amended and Restated Key Executive Severance Agreement (this “Agreement”), dated as of March 3, 2008, is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washington corporation (formerly known as NeoRx Corporation and as supplemented by Section 10, the “Company”), and GERALD MCMAHON (the “Executive”).

The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to ensure that the Company will have the continued dedication of the Executive, notwithstanding the fact that the Executive does not have any form of assurance of job security in his Offer Letter dated April 26, 2004 for employment with the Company (the “Offer Letter”).  The Board believes it is imperative to diminish any distraction of the Executive arising from the personal uncertainty and insecurity that arises in the absence of any assurance of job security by providing the Executive with reasonable compensation and benefit arrangements in the event of termination of the Executive’s employment by the Company under certain defined circumstances.

In order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

1.Term

The initial term of this Agreement (the “Initial Term”) shall be for a period of two (2) years from the date of this Agreement as first appearing above; provided, however, that this Agreement shall automatically renew for successive additional two (2) year periods (“Renewal Terms”), unless notice of nonrenewal is given by either party to the other party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term, and provided further that if a “Change of Control” (as defined in the Change of Control Agreement referenced in Section 16 hereof) occurs during the Term, the Term shall automatically extend for the duration of the Employment Period (as defined in the Change of Control Agreement).  The “Term” of this Agreement shall be the Initial Term plus all Renewal Terms and, if applicable, the duration of the Employment Period.  At the end of the Term, this Agreement shall terminate without further action by either the Company or the Executive.

2.Employment

The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company or successor company is “at will” and may be

terminated by either the Executive or the Company or its successor companies at any time with or without cause, subject to the termination payments prescribed herein.

3.Attention and Effort

During any period of time that the Executive remains in the employ of the Company, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive will devote all of the Executive’s productive time, ability, attention and effort to the business and affairs of the Company and the discharge of the responsibilities assigned to the Executive hereunder, and will seek to perform faithfully and efficiently such responsibilities.  It shall not be a violation of this Agreement for the Executive to hold board of director positions with outside civic organizations or to spend a reasonable amount of time fulfilling the duties of those positions, or to engage in other outside activities permitted by the policies of the Company or as specifically permitted by the Board, so long as such activities do not interfere with the performance of the Executive’s duties hereunder.  Service on a board of directors for a commercial entity will be subject to prior approval of the Board; however, the Company acknowledges and agrees that Executive has previously disclosed his appointment to the board of directors of Trellis Bioscience, Inc.  It is understood and agreed that activities specifically approved or acquiesced in during the Term shall not be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

4.Termination

During the Term, employment of the Executive may be terminated as follows, but, in any case, the nondisclosure provisions set forth in Sections 7.1 and 7.2 hereof and certain obligations under the Invention Agreement (as defined in Section 7.3 hereof) and the Offer Letter shall survive the termination of this Agreement and the termination of the Executive’s employment with the Company:

4.1By the Company or the Executive

At any time during the Term, the Company may terminate the employment of the Executive with or without Cause (as defined below), and the Executive may terminate the Executive’s employment for Good Reason (as defined below) or for any reason, upon giving Notice of Termination (as defined below).

4.2Automatic Termination

This Agreement and the Executive’s employment shall terminate automatically upon the death or Total Disability of the Executive.  The term “Total Disability” as used herein shall mean the Executive’s inability (with such accommodation as may be required by law and which places no undue burden on the Company), as determined by a physician selected by the Company and acceptable to the Executive, to perform the Executive’s essential duties for a period or periods aggregating twelve (12) weeks in any three hundred sixty-five (365) day period as a result of physical or mental illness, loss of legal capacity or any other cause

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beyond the Executive’s control, unless the Executive is granted a leave of absence by the Board.

4.3Notice of Termination

Any termination by the Company or by the Executive during the Term shall be communicated by Notice of Termination to the other party given in accordance with Section 9 hereof.  The term “Notice of Termination” shall mean a written notice that (a) indicates the specific termination provision in this Agreement relied upon and (b) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.  The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

4.4Date of Termination

“Date of Termination” means (a) if the Executive’s employment is terminated by reason of death, the last day of the calendar month in which the Executive’s death occurs, (b) if the Executive’s employment is terminated by reason of Total Disability, immediately upon a determination by the Company of the Executive’s Total Disability, and (c) in all other cases, ten (10) days after the date of personal delivery or mailing of the Notice of Termination.  The Executive’s employment and performance of services will continue during such ten (10) day period; provided, however, that the Company may, upon notice to the Executive and without reducing the Executive’s compensation during such period, excuse the Executive from any or all of the Executive’s duties during such period.

5.Termination Payments

In the event of termination of the Executive’s employment during the Term, all compensation and benefits shall terminate, except as specifically provided in this Section 5.

5.1Termination by the Company Other Than for Cause or by the Executive for Good Reason

If during the Term the Company terminates the Executive’s employment other than for Cause or the Executive terminates the Executive’s employment for Good Reason, the Executive shall be entitled to:

(a)receive payment of the following accrued obligations (the “Accrued Obligations”):

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(i)the Executive’s then current annual base salary through the Date of Termination to the extent not theretofore paid;

(ii)any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and

(iii)any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid;

(b)for one year after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and the Executive’s family members, if applicable, that the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and

(c)an amount as severance pay equal to one hundred percent (100%) of the Executive’s then current annual base salary for the fiscal year in which the Date of Termination occurs, subject to payment and potential reduction as set forth in Sections 5.5 and 5.9 hereof.

5.2Termination for Cause or Other Than for Good Reason

If during the Term the Executive’s employment shall be terminated by the Company for Cause or by the Executive for other than Good Reason, this Agreement shall terminate without further obligation on the part of the Company to the Executive, other than the Company’s obligation to pay the Executive the Accrued Obligations to the extent theretofore unpaid.

5.3Expiration of Term

In the event the Executive’s employment is not terminated prior to expiration of the Term, this Agreement shall terminate without further obligation on the part of the Company to the Executive.

5.4Termination Because of Death or Total Disability

If the Executive’s employment is terminated during the Term by reason of the Executive’s death or Total Disability, this Agreement shall terminate automatically without further obligation on the part of the Company to the Executive or the Executive’s legal representatives under this Agreement, other than the Company’s obligation to pay the Executive the Accrued Obligations (which shall be paid to the Executive’s estate or

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beneficiary, as applicable in the case of the Executive’s death) and to provide COBRA Continuation.

5.5Payment Schedule and Offset for Other Earnings

All payments of Accrued Obligations, or any portion thereof payable pursuant to this Section 5, other than deferred compensation pursuant to Section 5.1(a)(ii), shall be made to the Executive within ten (10) working days of the Date of Termination.  Deferred compensation pursuant to Section 5.1(a)(ii) shall be payable pursuant to the terms of the deferred compensation program.  Any severance payments payable to the Executive pursuant to Section 5.1(c) shall be made to the Executive in the form of salary continuation, payable at normal payroll intervals during the one year period following the Date of Termination (“Payment Period”).  For purposes of determining the payment schedule, other than for deferred compensation pursuant to Section 5.1(a)(ii), to the extent that the payment schedule in this Section 5.5 would subject payments to the distribution requirements set forth in Section 409A(a)(2) of the Internal Revenue Code of 1986, as amended (“Code”), because the Date of Termination is different than the date that a person would be deemed to have had a separation from service within the meaning of Code Section 409A(a)(2)(i), the Date of Termination shall be treated as the latest date so as to not subject such payments to the distribution requirements set forth in Code Section 409A(a)(2).  Notwithstanding the preceding provisions of this Section 5, if necessary to meet the requirements of subparagraphs (A)(i) and (B)(i) of Code Section 409A(a)(2), the amounts that would normally be paid during the first six months after the Executive’s separation from service within the meaning of Code Section 409A(a)(2) shall not be paid to an Executive who is a specified employee (as defined in Code Section 409A(a)(2)(B)(i) in accordance with the procedures established by the Compensation Committee) until the six-month anniversary of the Executive’s separation from service.  Any severance payments payable to the Executive pursuant to Section 5.1(c) on or after the date of nine (9) months after the Date of Termination (“Offset Period”) shall be subject to offset for other earnings received by the Executive as follows:

(a)The Executive shall have no affirmative duty to seek other employment or otherwise mitigate lost earnings during any part of the Payment Period.

(b)The Executive shall disclose to the Company any earnings received (or that the Executive had the right to receive) from employment, consulting or performance of other personal services during the Offset Period, and the source(s) of such earnings.

(c)The Company, in each payroll period during the Offset Period that a severance payment is due, shall have the right to offset on a dollar-for-dollar basis all such earnings that the Executive received during that payroll period.

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5.6Cause

For purposes of this Agreement, “Cause” means cause given by the Executive to the Company and shall include, without limitation, the occurrence of one or more of the following events:

(a)a clear refusal to carry out any material lawful duties of the Executive or any directions of the Board reasonably consistent with those duties;

(b)persistent failure to carry out any lawful duties of the Executive or any directions of the Board reasonably consistent with those duties; provided, however, that the Executive has been given reasonable notice and opportunity to correct any such failure;

(c)violation by the Executive of a state or federal criminal law involving the commission of a crime against the Company or any other criminal act involving moral turpitude;

(d)current abuse by the Executive of alcohol or controlled substances; deception, fraud, misrepresentation or dishonesty by the Executive; or any incident materially compromising the Executive’s reputation or ability to represent the Company with investors, customers or the public; or

(e)any other material violation of any provision of this Agreement by the Executive, subject to the notice and opportunity to cure requirements of Section 8 hereof.

5.7Good Reason

For purposes of this Agreement, “Good Reason” means:

(a)reduction of the Executive’s annual base salary to a level below the level in effect on the date of this Agreement, regardless of any change in the Executive’s duties or responsibilities;

(b)the assignment to the Executive of any duties materially inconsistent with the Executive’s position, authority, duties or responsibilities or any other action by the Company that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(c)the Company’s requiring the Executive to be based at any office or location more than thirty (30) miles from the Company’s current location in Seattle, Washington or from the city of San Francisco, California;

(d)any failure by the Company to comply with and satisfy Section 10 hereof, provided, however, that the Company’s successor has received at least ten (10) days’ prior

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written notice from the Company or the Executive of the requirements of Section 10 hereof; or

(e)any other material violation of any provision of this Agreement by the Company;

provided, however, that the Executive has notified the Company of such salary reduction, assignment, failure, situation or violation within ninety (90) days of its occurrence and there has been compliance with the notice and opportunity to cure requirements of Section 8 hereof.

5.8General Release of Claims

As a condition to the payment contemplated by Section 5.1(c), the Executive shall execute a general release and waiver of claims against the Company in a form satisfactory to the Company in its sole discretion.  By way of example and not limitation, the general release and waiver of claims will include any claims for wages, bonuses, employment benefits, or damages of any kind whatsoever, arising out of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, any theory of wrongful discharge, any legal restriction on the Company’s right to terminate employment, or any federal, state or other governmental statute or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, the federal Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Washington Law Against Discrimination or similar California law, or any other legal limitation on the employment relationship.  Such release and waiver shall be delivered to the Company no later than the fifteenth day of the third month of the fiscal year following the year in which the Date of Termination occurs.

5.9Dispute Regarding Existence of Good Reason for Termination

In the event the Company disputes whether Good Reason existed for the Executive to terminate the Executive’s employment for Good Reason, the Company shall pay salary continuation as provided in Section 5.5 until the earliest of (i) settlement by the parties, (ii) determination by arbitration in accordance with Section 14 hereof that Good Reason did not exist, and (iii) completion of the payments required by Section 5.5 and Section 5.1(c) hereof.  If, pursuant to Section 14 hereof, an arbitrator determines that Good Reason did not exist, the arbitrator shall also decide whether the Executive had a reasonable, good-faith basis for claiming that there was Good Reason to terminate.  If the arbitrator determines that there was not such a basis, the Executive shall be obligated to repay promptly to the Company the salary continuation payments; if the arbitrator determines that there was such a basis, the Executive shall not be obligated to repay the salary continuation.

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6.Representations, Warranties and Other Conditions

In order to induce the Company to enter into this Agreement, the Executive represents and warrants to the Company as follows:

6.1Health

The Executive is in good health and knows of no physical or mental disability that, with any accommodation that may be required by law and that places no undue burden on the Company, would prevent the Executive from fulfilling the Executive’s obligations hereunder.  The Executive agrees, if the Company requests, to submit to reasonable periodic medical examinations by a physician or physicians designated, paid for and arranged by the Company.  The Executive agrees that the examination’s medical report shall be provided to the Company.

6.2No Violation of Other Agreements

The Executive represents that neither the execution nor the performance of this Agreement by the Executive will violate or conflict in any way with any other agreement or obligations by which the Executive may be bound.

7.Nondisclosure; Return of Materials

7.1Nondisclosure

Except as required by the Executive’s employment with the Company, the Executive will not, at any time during the term of employment by the Company, or at any time thereafter, directly, indirectly or otherwise, use, communicate, disclose, disseminate, lecture upon or publish articles relating to any confidential, proprietary or trade secret information without the prior written consent of the Company.  The Executive understands that the Company will be relying on this covenant in continuing the Executive’s employment, paying the Executive’s compensation, granting the Executive any promotions or raises, or entrusting the Executive with any information that helps the Company compete with others.

7.2Return of Materials

All documents, records, notebooks, notes, memoranda, drawings or other documents made or compiled by the Executive at any time while employed by the Company, or in the Executive’s possession, including any and all copies thereof, shall be the property of the Company and shall be held by the Executive in trust and solely for the benefit of the Company, and shall be delivered to the Company by the Executive upon termination of employment or at any other time upon request by the Company.

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7.3Invention and Proprietary Information Agreement

The parties have executed an Invention and Proprietary Information Agreement, in the form attached as Exhibit C to the Offer Letter (“Invention Agreement”) and acknowledge that their respective obligations thereunder shall apply to the entire period of Executive’s employment with the Company and shall survive the execution of this Agreement, the termination of this Agreement and the termination of the Executive’s employment with the Company.

8.Notice and Cure of Breach

Whenever a breach of this Agreement by either party is relied upon as justification for any action taken by the other party pursuant to any provision of this Agreement, other than clause (a), (b), (c) or (d) of Section 5.6 hereof, before such action is taken, the party asserting the breach of this Agreement shall give the other party at least twenty (20) days’ prior written notice of the existence and the nature of such breach before taking further action hereunder and shall give the party purportedly in breach of this Agreement the opportunity to correct such breach during the twenty (20) day period.

9.Form of Notice

Every notice required by the terms of this Agreement shall be given in writing by serving the same upon the party to whom it was addressed personally or by registered or certified mail, return receipt requested, at the address set forth below or at such other address as may hereafter be designated by notice given in compliance with the terms hereof:

If to the Executive:	Gerald McMahon
	[Address]
If to the Company:	Poniard Pharmaceuticals, Inc.
	300 Elliott Avenue West, Suite 500
	Seattle, Washington 98119
	Attn: Corporate Secretary
With a copy to:	Perkins Coie LLP
	1201 Third Avenue, 48th Floor
	Seattle, Washington 98101-3099
	Attn: James R. Lisbakken

Except as set forth in Section 4.4 hereof, if notice is mailed, such notice shall be effective upon mailing.

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10.Assignment

This Agreement is personal to the Executive and shall not be assignable by the Executive.

The Company shall assign to and require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, the “Company” shall mean Poniard Pharmaceuticals, Inc. and any affiliated company or successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by contract, operation of law or otherwise; and as long as such successor assumes and agrees to perform this Agreement, the termination of the Executive’s employment by one such entity and the immediate hiring and continuation of the Executive’s employment by the succeeding entity shall not be deemed to constitute a termination or trigger any severance obligation under this Agreement.  All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

11.Waivers

No delay or failure by any party hereto in exercising, protecting or enforcing any of its rights, titles, interests or remedies hereunder, and no course of dealing or performance with respect thereto, shall constitute a waiver thereof.  The express waiver by a party hereto of any right, title, interest or remedy in a particular instance or circumstance shall not constitute a waiver thereof in any other instance or circumstance.  All rights and remedies shall be cumulative and not exclusive of any other rights or remedies.

12.Amendments in Writing

No amendment, modification, waiver, termination or discharge of any provision of this Agreement, or consent to any departure therefrom by either party hereto, shall in any event be effective unless the same shall be in writing, specifically identifying this Agreement and the provision intended to be amended, modified, waived, terminated or discharged and signed by the Company and the Executive, and each such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given.  No provision of this Agreement shall be varied, contradicted or explained by any oral agreement, course of dealing or performance or any other matter not set forth in an agreement in writing and signed by the Company and the Executive.

13.Applicable Law and Venue

This Agreement shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Washington, without regard to any rules governing conflicts of laws.  Executive

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irrevocably consents to the jurisdiction and venue of the state and federal courts located in King County, Washington, and agrees not to bring any action, or seek to remove or transfer any action, relating to this Agreement in or to any other court, other than a state or federal court located in King County, Washington.

14.Arbitration; Attorneys’ Fees

Except in connection with enforcing Section 7 hereof, for which legal and equitable remedies may be sought in a court of law, any dispute arising under this Agreement shall be subject to arbitration.  The arbitration proceeding shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”) then in effect, conducted by one (1) arbitrator either mutually agreed upon or selected in accordance with the AAA Rules.  The arbitration shall be conducted in King County, Washington, under the jurisdiction of the Seattle office of the American Arbitration Association.  The arbitrator shall have authority only to interpret and apply the provisions of this Agreement, and shall have no authority to add to, subtract from or otherwise modify the terms of this Agreement.  Any demand for arbitration must be made within sixty (60) days of the event(s) giving rise to the claim that this Agreement has been breached.  The arbitrator’s decision shall be final and binding, and each party agrees to be bound by the arbitrator’s award, subject only to an appeal therefrom in accordance with the laws of the State of Washington.  Either party may obtain judgment upon the arbitrator’s award in the Superior Court of King County, Washington.

If it becomes necessary to pursue or defend any legal proceeding, whether in arbitration or court, in order to resolve a dispute arising under this Agreement, the prevailing party in any such proceeding shall be entitled to recover its reasonable costs and attorneys’ fees.  To the extent necessary to prevent Executive from being subject to any additional tax pursuant to Code Section 409A(a)(1)(B), any amounts payable to the Executive pursuant to this paragraph shall be paid in no event later than the year following the year during which such costs and fees were incurred.

15.Severability

If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, for any reason, including, without limitation, the duration of such provision, its geographical scope or the extent of the activities prohibited or required by it, then, to the full extent permitted by law, (a) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intent of the parties hereto as nearly as may be possible, (b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision hereof, and (c) any court or arbitrator having jurisdiction thereover shall have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law.

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16.Coordination with Change of Control Agreement

The Company and the Executive are entering into an Amended and Restated Change of Control Agreement (the “Change of Control Agreement”), which agreement provides for certain forms of severance and benefit payments in the event of termination of Executive’s employment under certain defined circumstances.  This Agreement is in addition to the Change of Control Agreement, providing certain assurances to the Executive in circumstances that the Change of Control Agreement does not cover, and in no way supersedes or nullifies the Change of Control Agreement.  Nevertheless, it is possible that a termination of employment by the Company or by the Executive may fall within the scope of both agreements.  In such event, payments made to the Executive under Section 5.1 hereof shall be coordinated with payments made to the Executive under Section 8.1 of the Change of Control Agreement as follows:

(a)Accrued Obligations under this Agreement need not be paid if paid under the Change of Control Agreement;

(b)COBRA Continuation under this Agreement need not be provided if provided under the Change of Control Agreement; and

(c)the severance payment required under Section 5.1(c) hereof (and paid pursuant to Section 5.5 hereof) need not be paid to the extent a severance payment is made under Section 8.1(d) of the Change of Control Agreement, i.e., the credit from Section 8.1(d) of the Change of Control Agreement is applied as amounts become due under Section 5.5 hereof.

17.Excess Parachute Payments

Unless provided by Section 8.8 of the Change of Control Agreement, if any portion of the payments or benefits under this Agreement or any other agreement or benefit plan of the Company (including stock options) would be characterized as an “excess parachute payment” to the Executive under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive shall be paid any excise tax that the Executive owes under Section 4999 of the Code as a result of such characterization, such excise tax to be paid to the Executive at least ten (10) days prior to the date that the Executive is obligated to make the excise tax payment.  The determination of whether and to what extent any payments or benefits would be “excess parachute payments” and the date by which any excise tax shall be due, shall be determined in writing by recognized tax counsel selected by the Company and reasonably acceptable to the Executive.  Without limitation on the foregoing, the payments made pursuant to this Section 17 shall be made no later than the end of the year following the year in which the Executive remits such excise tax to the IRS.

18.Entire Agreement

This Agreement supersedes and replaces the Key Executive SeveranceAgreement, dated as of May 11, 2004, between the parties, and except as described in Section 16 hereof,

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this Agreement constitutes the entire agreement between the Company and the Executive with respect to the subject matter hereof, and all prior or contemporaneous oral or written communications, understandings or agreements between the Company and the Executive with respect to such subject matter are hereby superseded and nullified in their entireties, except that the Invention Agreement between the Executive and the Company and the Offer Letter, shall continue in full force and effect to the extent not superseded by Sections 7.1 and 7.2 hereof.

19.Withholding

The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

20.409A Interpretation Provision

The Company intends that this Agreement fully comply with the payout and other limitations and restrictions imposed under Code Section 409A if and to the extent such Code Section 409A is otherwise applicable to payments under this Agreement and such compliance is necessary to avoid the penalties otherwise imposed under Code Section 409A. In this connection, the Company and Executive agree that the payout timing provisions and any other terms of this Agreement shall be interpreted and deemed modified, if and to the extent necessary, to comply with the payout and other limitations and restrictions imposed under Code Section 409A if and to the extent such Code Section 409A is otherwise applicable to this Agreement and such compliance is necessary to avoid the penalties otherwise imposed under Code Section 409A.

21.Counterparts

This Agreement may be executed in counterparts, each of which counterpart shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed and entered into this Agreement effective on the date first set forth above.

PONIARD PHARMACEUTICALS, INC.
By:	/s/ Caroline Loewy
	Name: Caroline Loewy
	Its:  Chief Financial Officer

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EXECUTIVE
By:	/s/ Gerald McMahon
	Name:  Gerald McMahon

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EX-10.20

Exhibit 10.20

PONIARD PHARMACEUTICALS, INC.
AMENDED AND RESTATED
CHANGE OF CONTROL AGREEMENT (CEO)

This Amended and Restated Change of Control Agreement (CEO) (this “Agreement”), dated as of March 3, 2008, is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washington corporation (formerly known as NeoRx Corporation and as supplemented by Section 13, the “Company”), and GERALD MCMAHON (the “Executive”).

The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to ensure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined in Section 1 hereof) of the Company.  The Board believes it is imperative to diminish the inevitable distraction of the Executive arising from the personal uncertainties and risks created by a pending or threatened Change of Control, to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with reasonable compensation and benefit arrangements upon a Change of Control.

In order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

1.Definitions

1.1           “Change of Control” shall have the definition set forth in Appendix A hereto, which is hereby incorporated by reference.

1.2           “Change of Control Date” shall mean the first date on which a Change of Control occurs.

1.3           “Employment Period” shall mean the two (2) year period commencing on the Change of Control Date and ending on the second anniversary of such date.

1.4           “Offer Letter” shall mean the offer letter dated April 26, 2004 establishing Executive’s employment with the Company.

1.5           “Original Agreement” shall mean the Change of Control Agreement, dated as of May 11, 2004, between the parties, as attached to the Offer Letter.

1.6           “Severance Agreement” shall mean the Amended and Restated Key Executive Severance Agreement, dated as of the date hereof, between the parties, as it may be

amended from time to time, that provides for certain benefits related to termination of the Executive’s employment that are unrelated to a Change of Control.

2.Term

The initial term of this Agreement (“Initial Term”) shall be for a period of two (2) years from the date of this Agreement as first appearing above; provided, however, that this Agreement shall automatically renew for successive additional two (2) year periods (“Renewal Terms”) unless notice of nonrenewal is given by either party to the other at least ninety (90) days prior to the end of the Initial Term or any Renewal Term, and provided further that if a Change in Control occurs during the Term, the Term shall automatically extend for the duration of the Employment Period.  The “Term” of this Agreement shall be the Initial Term plus all Renewal Terms and, if applicable, the duration of the Employment Period.  At the end of the Term, this Agreement shall terminate without further action by either the Company or the Executive.

3.Employment

3.1          Employment Period

During the Employment Period, the Company hereby agrees to continue the Executive in its employ or in the employ of its affiliated companies, and the Executive hereby agrees to remain in the employ of the Company or its affiliated companies, in accordance with the terms and provisions of this Agreement; provided, however, that either the Company or the Executive may terminate the employment relationship subject to the terms of this Agreement.

3.2          Position and Duties

During the Employment Period, the Executive’s position, authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the ninety (90) day period immediately preceding the Change of Control Date.

3.3          Location

During the Employment Period, the Executive’s services shall be performed at the Company’s offices on the Change of Control Date at which the Executive was employed or any office that is subsequently designated by the Company and is less than thirty (30) miles from such location.

3.4          Employment at Will

The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the

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employment of the Executive by the Company or its affiliated companies is “at will” and may be terminated by either the Executive or the Company or its affiliated companies at any time with or without cause.  Moreover, if prior to the Change of Control Date, the Executive’s employment with the Company or its affiliated companies terminates for any reason, then the Executive shall have no further rights under this Agreement; provided, however, that the Company may not avoid liability for any termination payments that would have been required during the Employment Period pursuant to Section 8 hereof by terminating the Executive prior to the Employment Period where such termination is carried out in anticipation of a Change of Control and the principal motivating purpose is to avoid liability for such termination payments.

4.Attention and Effort

During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive will devote all of the Executive’s productive time, ability, attention and effort to the business and affairs of the Company and the discharge of the responsibilities assigned to the Executive hereunder, and will use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities.  It shall not be a violation of this Agreement for the Executive to hold board of director positions with outside civic organizations or to spend a reasonable amount of time fulfilling the duties of those positions, or to engage in other outside activities permitted by the policies of the Company or as specifically permitted by the Board, so long as such activities do not interfere with the performance of the Executive’s duties hereunder.  Service on a board of directors for a commercial entity will be subject to prior approval of the Board; however, the Company acknowledges and agrees that the Executive has previously disclosed the Executive’s appointment to the board of directors of Trellis Bioscience, Inc.  It is expressly understood and agreed that such activities specifically approved or acquiesced in during the Employment Period shall not be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

5.Compensation

As long as the Executive remains employed by the Company during the Employment Period, the Company agrees to pay or cause to be paid to the Executive, and the Executive agrees to accept in exchange for the services rendered hereunder by the Executive, the following compensation:

5.1          Salary

The Executive shall receive an annual base salary (the “Annual Base Salary”), at least equal to the annual salary established by the Board or the Compensation Committee of the Board (the “Compensation Committee”) for the fiscal year in which the Change of Control Date occurs.  The Annual Base Salary shall be paid in substantially equal installments and at the same intervals as the salaries of other executives of the Company are paid.  The Board or the Compensation Committee shall review the Annual Base Salary at

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least annually and shall determine in good faith and consistent with any generally applicable Company policy any increases for future years.

5.2          Bonus

In addition to the Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual performance bonus (the “Annual Performance Bonus”) in cash at least equal to the average annualized (for any fiscal year consisting of less than twelve (12) full months) bonus paid or payable to the Executive by the Company and its affiliated companies in respect of the Executive’s performance during the three fiscal years (or such shorter period of employment) immediately preceding the fiscal year in which the Change of Control Date occurs.  Each Annual Performance Bonus shall be paid in the fiscal year following the fiscal year for which the Annual Performance Bonus is awarded, but no later than the fifteenth day of the third month of such subsequent fiscal year, unless the Executive shall elect to defer the receipt of the Annual Performance Bonus in accordance with the terms of the Company’s deferred compensation program.

6.Benefits

6.1          Incentive, Retirement and Welfare Benefit Plans; Vacation

As long as the Executive remains employed by the Company during the Employment Period, the Executive shall be entitled to participate, subject to and in accordance with applicable eligibility requirements, in such fringe benefit programs as shall be generally made available to other executives of the Company and its affiliated companies from time to time during the Employment Period by action of the Board (or any person or committee appointed by the Board to determine fringe benefit programs and other emoluments), including, without limitation, paid vacations; any stock purchase, savings or retirement plan, practice, policy or program; and all welfare benefit plans, practices, policies or programs (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans or programs).

6.2          Expenses

As long as the Executive remains employed by the Company during the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable employment expenses incurred by the Executive in accordance with the policies, practices and procedures of the Company and its affiliated companies in effect for the executives of the Company and its affiliated companies during the Employment Period.  Without limitation on the foregoing, reimbursement shall be made no later than the end of the fourth month of the year following the year in which the expense was incurred.

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7.Termination

During the Employment Period, employment of the Executive may be terminated as follows, but, in any case, the nondisclosure provisions set forth in Section 10 hereof and certain obligations under the Invention Agreement (as defined in Section 10.3 hereof) and the Offer Letter shall survive the termination of this Agreement and the termination of the Executive’s employment with the Company:

7.1          By the Company or the Executive

At any time during the Employment Period, the Company may terminate the employment of the Executive with or without Cause (as defined below), and the Executive may terminate the Executive’s employment for Good Reason (as defined below) or for any reason, upon giving the Notice of Termination (as defined below).

7.2          Automatic Termination

This Agreement and the Executive’s employment during the Employment Period shall terminate automatically upon the death or Total Disability of the Executive.  The term “Total Disability” as used herein shall mean the Executive’s inability (with such accommodation as may be required by law and which places no undue burden on the Company), as determined by a physician selected by the Company and acceptable to the Executive, to perform the duties set forth in Section 3.2 hereof for a period or periods aggregating twelve (12) weeks in any three hundred sixty-five (365) day period as a result of physical or mental illness, loss of legal capacity or any other cause beyond the Executive’s control, unless the Executive is granted a leave of absence by the Board.  The Executive and the Company hereby acknowledge that the duties specified in Section 3.2 hereof are essential to the Executive’s position and that Executive’s ability to perform those duties is the essence of this Agreement.

7.3          Notice of Termination

Any termination by the Company or by the Executive during the Employment Period shall be communicated by the Notice of Termination to the other party given in accordance with Section 12 hereof.  The term “Notice of Termination” shall mean a written notice that (a) indicates the specific termination provision in this Agreement relied upon and (b) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.  The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

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7.4          Date of Termination

During the Employment Period, “Date of Termination” means (a) if the Executive’s employment is terminated by reason of death, at the end of the calendar month in which the Executive’s death occurs, (b) if the Executive’s employment is terminated by reason of Total Disability, immediately upon a determination by the Company of the Executive’s Total Disability, and (c) in all other cases, ten (10) days after the date of personal delivery or mailing of the Notice of Termination.  The Executive’s employment and performance of services will continue during such ten (10) day period; provided, however, that the Company may, upon notice to the Executive and without reducing the Executive’s compensation during such period, excuse the Executive from any or all of the Executive’s duties during such period.

8.Termination Payments

In the event of termination of the Executive’s employment during the Employment Period, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this Section 8.

8.1          Termination by the Company Other Than for Cause or by the Executive for Good Reason

If during the Employment Period the Company terminates the Executive’s employment other than for Cause or the Executive terminates the Executive’s employment for Good Reason, the Executive shall be entitled to:

(a)           receive payment of the following accrued obligations (the “Accrued Obligations”):

(i)            the Annual Base Salary through the Date of Termination to the extent not theretofore paid;

(ii)           the product of (x) the Annual Performance Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is three hundred sixty-five (365);

(iii)          any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and

(iv)          any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid;

(b)           for eighteen months after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer,

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whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and the Executive’s family members, if applicable, which the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”);

(c)           an amount as severance pay equal to one (1) times the Annual Performance Bonus payable with respect to the fiscal year in which the Date of Termination occurs;

(d)           an amount as severance pay equal to two (2) times the Annual Base Salary for the fiscal year in which the Date of Termination occurs; and

(e)           immediate vesting of all outstanding stock options previously granted to the Executive by the Company.

8.2          Termination for Cause or Other Than for Good Reason

If during the Employment Period the Executive’s employment shall be terminated by the Company for Cause or by the Executive for other than Good Reason, this Agreement shall terminate without further obligation on the part of the Company to the Executive, other than the Company’s obligation to pay the Executive (a) the Annual Base Salary through the Date of Termination, (b)  the amount of any compensation previously deferred by the Executive in accordance with the terms of the Company’s deferred compensation program, and (c) any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent theretofore unpaid.

8.3          Expiration of Term

In the event the Executive’s employment is not terminated prior to expiration of the Term, this Agreement shall terminate without further obligation on the part of the Company to the Executive, other than the Company’s obligation to pay the Executive the product of (a) the Annual Performance Bonus payable with respect to the fiscal year in which the Term expired and (b) a fraction the numerator of which is the number of days in the current fiscal year through the end of the Term and the denominator of which is three hundred sixty-five (365).  Such payment will be made in the fiscal year following the fiscal year in which the Term expired no later than the fifteenth day of the third month of such subsequent fiscal year.

8.4          Termination Because of Death or Total Disability

If during the Employment Period the Executive’s employment is terminated by reason of the Executive’s death or Total Disability, this Agreement shall terminate automatically without further obligation on the part of the Company to the Executive or the Executive’s legal representatives under this Agreement, other than the Company’s obligation to pay the

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Executive the Accrued Obligations (which shall be paid to the Executive’s estate or beneficiary, as applicable in the case of the Executive’s death), and to provide COBRA Continuation.

8.5          Payment Schedule

All payments of Accrued Obligations, or any portion thereof payable pursuant to this Section 8, other than deferred compensation pursuant to Section 8.1(a)(iii), shall be made to the Executive within ten (10) working days of the Date of Termination.  Deferred compensation pursuant to Section 8.1(a)(iii) shall be payable pursuant to the terms of the deferred compensation program.  Any payments payable to the Executive pursuant to Section 8.1(c) and (d) hereof shall be made to the Executive in a lump sum within ten (10) working days of the Date of Termination.  For purposes of determining the payment schedule, other than for deferred compensation pursuant to Section 8.1(a)(iii), to the extent that the payment schedule in this Section 8.5 would subject payments to the distribution requirements set forth in Section 409A(a)(2) of the Internal Revenue Code of 1986, as amended (“Code”), because the Date of Termination is different than the date that a person would be deemed to have had a separation from service within the meaning of Code Section 409A(a)(2)(i), the Date of Termination shall be treated as the latest date so as to not subject such payments to the distribution requirements set forth in Code Section 409A(a)(2).  Notwithstanding the preceding provisions of this Section 8, if necessary to meet the requirements of subparagraphs (A)(i) and (B)(i) of Code Section 409A(a)(2), the amounts that would normally be paid during the first six months after the Executive’s separation from service within the meaning of Code Section 409A(a)(2) shall not be paid to an Executive who is a specified employee (as defined in Code Section 409A(a)(2)(B)(i) in accordance with the procedures established by the Compensation Committee) until the six-month anniversary of the Executive’s separation from service.

8.6          Cause

For purposes of this Agreement, “Cause” means cause given by the Executive to the Company and shall include, without limitation, the occurrence of one (1) or more of the following events:

(a)           a clear refusal to carry out any material lawful duties of the Executive or any directions of the Board, all reasonably consistent with the duties described in Section 3.2 hereof;

(b)           persistent failure to carry out any lawful duties of the Executive described in Section 3.2 hereof or any directions of the Board reasonably consistent with the duties herein set forth to be performed by the Executive, provided, however, that the Executive has been given reasonable notice and opportunity to correct any such failure;

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(c)           violation by the Executive of a state or federal criminal law involving the commission of a crime against the Company or any other criminal act involving moral turpitude;

(d)           current abuse by the Executive of alcohol or controlled substances; deception, fraud, misrepresentation or dishonesty by the Executive; or any incident materially compromising the Executive’s reputation or ability to represent the Company with investors, customers or the public; or

(e)           any other material violation of any provision of this Agreement by the Executive, subject to the notice and opportunity-to-cure requirements of Section 11 hereof.

8.7          Good Reason

For purposes of this Agreement, “Good Reason” means

(a)           the assignment to the Executive of any duties materially inconsistent with the Executive’s position, authority, duties or responsibilities as contemplated by Section 3.2 hereof or any other action by the Company that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(b)           any failure by the Company to comply with any of the provisions of Section 5 or Section 6 hereof, other than an isolated and inadvertent failure not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(c)           the Company’s requiring the Executive to be based at any office or location other than that described in Section 3.3 hereof;

(d)           any failure by the Company to comply with and satisfy Section 13 hereof; provided, however, that the Company’s successor has received at least ten (10) days’ prior written notice from the Company or the Executive of the requirements of Section 13 hereof; or

(e)           any other material violation of any provision of this Agreement by the Company;

provided, however, that the Executive has notified the Company of such assignment, failure, situation or violation within ninety (90) days of its occurrence and there has been compliance with the notice and opportunity-to-cure requirements of Section 11 hereof.

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8.8          Excess Parachute Limitation

If any portion of the payments or benefits for the Executive under this Agreement, the Severance Agreement, or any other agreement or benefit plan of the Company (including stock option plan) would be characterized as an “excess parachute payment” to the Executive under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive shall be paid any excise tax that the Executive owes under Section 4999 of the Code as a result of such characterization, such excise tax to be paid to the Executive at least ten (10) days prior to the date that the Executive is obligated to make the excise tax payment.  The determination of whether and to what extent any payments or benefits would be “excess parachute payments” and the date by which any excise tax shall be due, shall be determined in writing by recognized tax counsel selected by the Company and reasonably acceptable to the Executive.  Without limitation on the foregoing, the payments made pursuant to this Section 8.8 shall be made no later than the end of the year following the year in which the Executive remits such excise tax to the IRS.

8.9          Release

As a condition to receiving the payments and benefits under this Section 8, the Executive shall execute a general release and waiver of all claims against the Company, which release and waiver shall be in a form acceptable to the Company, in its reasonable discretion, and delivered to the Company no later than the fifteenth day of the third month of the fiscal year following the year in which the Date of Termination occurs.

9.Representations, Warranties and Other Conditions

In order to induce the Company to enter into this Agreement, the Executive represents and warrants to the Company as follows:

9.1          Health

The Executive is in good health and knows of no physical or mental disability that, with any accommodation that may be required by law and that places no undue burden on the Company, would prevent the Executive from fulfilling the Executive’s obligations hereunder.  The Executive agrees, if the Company requests, to submit to reasonable periodic medical examinations by a physician or physicians designated by, paid for and arranged by the Company.  The Executive agrees that the examination’s medical report shall be provided to the Company.

9.2          No Violation of Other Agreements

The Executive represents that neither the execution nor the performance of this Agreement by the Executive will violate or conflict in any way with any other agreement or obligations by which the Executive may be bound.

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10.Nondisclosure; Return of Materials

10.1        Nondisclosure

Except as required by the Executive’s employment with the Company, the Executive will not, at any time during the term of employment by the Company, or at any time thereafter, directly, indirectly or otherwise, use, communicate, disclose, disseminate, lecture upon or publish articles relating to any confidential, proprietary or trade secret information without the prior written consent of the Company.  The Executive understands that the Company will be relying on this Agreement in continuing the Executive’s employment, paying the Executive compensation, granting the Executive any promotions or raises, or entrusting the Executive with any information that helps the Company compete with others.

10.2        Return of Materials

All documents, records, notebooks, notes, memoranda, drawings or other documents made or compiled by the Executive at any time, or in the Executive’s possession, including any and all copies thereof, shall be the property of the Company and shall be held by the Executive in trust and solely for the benefit of the Company, and shall be delivered to the Company by the Executive upon termination of employment or at any other time upon request by the Company.

10.3        Invention and Proprietary Information Agreement

The parties have executed concurrently with the Original Agreement the NeoRx Corporation Invention and Proprietary Information Agreement, in the form attached to the Offer Letter as Exhibit C (“Invention Agreement”) and acknowledge that their respective obligations thereunder shall apply to the entire period of Executive’s employment with the Company and shall survive the execution of this Agreement, the termination of this Agreement and the termination of the Executive’s employment with the Company.

11.Notice and Cure of Breach

Whenever a breach of this Agreement by either party is relied upon as justification for any action taken by the other party pursuant to any provision of this Agreement, other than clause (a), (b), (c) or (d) of Section 8.6 hereof, before such action is taken, the party asserting the breach of this Agreement shall give the other party at least twenty (20) days’ prior written notice of the existence and the nature of such breach before taking further action hereunder and shall give the party purportedly in breach of this Agreement the opportunity to correct such breach during the twenty (20) day period.

12.Form of Notice

Every notice required by the terms of this Agreement shall be given in writing by serving the same upon the party to whom it was addressed personally or by registered or

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certified mail, return receipt requested, at the address set forth below or at such other address as may hereafter be designated by notice given in compliance with the terms hereof:

If to the Executive:	Gerald McMahon
	[Address]
If to the Company:	Poniard Pharmaceuticals, Inc.
	300 Elliott Avenue West, Suite 500
	Seattle, Washington 98119
	Attn: Corporate Secretary
With a copy to:	Perkins Coie LLP
	1201 Third Avenue, 48th Floor
	Seattle, Washington 98101-3099
	Attn: James R. Lisbakken

Except as set forth in Section 7.4 hereof, if notice is mailed, such notice shall be effective upon mailing.

13.Assignment

This Agreement is personal to the Executive and shall not be assignable by the Executive.

The Company shall assign to and require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, “Company” shall mean Poniard Pharmaceuticals, Inc. and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law, or otherwise.  All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

14.Waivers

No delay or failure by any party hereto in exercising, protecting or enforcing any of its rights, titles, interests or remedies hereunder, and no course of dealing or performance with respect thereto, shall constitute a waiver thereof.  The express waiver by a party hereto of any right, title, interest or remedy in a particular instance or circumstance shall not constitute a waiver thereof in any other instance or circumstance.  All rights and remedies shall be cumulative and not exclusive of any other rights or remedies.

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15.Amendments in Writing

No amendment, modification, waiver, termination or discharge of any provision of this Agreement, or consent to any departure therefrom by either party hereto, shall in any event be effective unless the same shall be in writing, specifically identifying this Agreement and the provision intended to be amended, modified, waived, terminated or discharged and signed by the Company and the Executive, and each such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given.  No provision of this Agreement shall be varied, contradicted or explained by any oral agreement, course of dealing or performance or any other matter not set forth in an agreement in writing and signed by the Company and the Executive.

16.Applicable Law

This Agreement shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Washington, without regard to any rules governing conflicts of laws.  Executive irrevocably consents to the jurisdiction and venue of the state and federal courts located in King County, Washington, and agrees not to bring any action, or seek to remove or transfer any action, relating to this Agreement in or to any other court, other than a state or federal court located in King County, Washington.

17.Arbitration; Attorneys’ Fees

Except in connection with enforcing Section 10 hereof, for which legal and equitable remedies may be sought in a court of law, any dispute arising under this Agreement shall be subject to arbitration.  The arbitration proceeding shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”) then in effect, conducted by one arbitrator either mutually agreed upon or selected in accordance with the AAA Rules.  The arbitration shall be conducted in King County, Washington, under the jurisdiction of the Seattle office of the American Arbitration Association.  The arbitrator shall have authority only to interpret and apply the provisions of this Agreement, and shall have no authority to add to, subtract from or otherwise modify the terms of this Agreement.  Any demand for arbitration must be made within sixty (60) days of the event(s) giving rise to the claim that this Agreement has been breached.  The arbitrator’s decision shall be final and binding, and each party agrees to be bound to by the arbitrator’s award, subject only to an appeal therefrom in accordance with the laws of the State of Washington.  Either party may obtain judgment upon the arbitrator’s award in the Superior Court of King County, Washington.

If it becomes necessary to pursue or defend any legal proceeding, whether in arbitration or court, in order to resolve a dispute arising under this Agreement, the prevailing party in any such proceeding shall be entitled to recover its reasonable costs and attorneys’ fees.  To the extent necessary to prevent Executive from being subject to any additional tax pursuant to Code Section 409A(a)(1)(B), any amounts payable to the Executive pursuant to

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this paragraph shall be paid in no event later than the year following the year during which such costs and fees were incurred.

18.Severability

If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, for any reason, including, without limitation, the duration of such provision, its geographical scope or the extent of the activities prohibited or required by it, then, to the full extent permitted by law, (a) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intent of the parties hereto as nearly as may be possible, (b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision hereof, and (c) any court or arbitrator having jurisdiction thereover shall have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law.

19.Entire Agreement

This Agreement supercedes and replaces the Original Agreement, and except as described in Section 23 hereof, this Agreement constitutes the entire agreement between the Company and the Executive with respect to the subject matter hereof, and all prior or contemporaneous oral or written communications, understandings or agreements between the Company and the Executive with respect to such subject matter, are hereby superseded and nullified in their entireties, except that the Proprietary Information and Invention Agreement and the Offer Letter to which it and the Original Agreement are Exhibits shall continue in full force and effect to the extent not specifically superseded herein.

20.Withholding

The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

21.409A Interpretation Provision

The Company intends that this Agreement fully comply with the payout and other limitations and restrictions imposed under Code Section 409A if and to the extent such Code Section 409A is otherwise applicable to payments under this Agreement and such compliance is necessary to avoid the penalties otherwise imposed under Code Section 409A.  In this connection, the Company and Executive agree that the payout timing provisions and any other terms of this Agreement shall be interpreted and deemed modified, if and to the extent necessary, to comply with the payout and other limitations and restrictions imposed under Code Section 409A if and to the extent such Code Section 409A is otherwise applicable to this Agreement and such compliance is necessary to avoid the penalties otherwise imposed under Code Section 409A.

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22.Counterparts

This Agreement may be executed in counterparts, each of which counterparts shall be deemed an original, but all of which together shall constitute one and the same instrument.

23.Coordination with Severance Agreement

The Severance Agreement that the parties entered into provides for certain forms of severance and benefit payments in the event of termination of the Executive’s employment.  This Agreement is in addition to the Severance Agreement and in no way supersedes or nullifies the Severance Agreement.  Nevertheless, it is possible that termination of employment by the Company or by the Executive may fall within the scope of both agreements.  In such event, payments made to the Executive under Section 8.1 hereof shall be coordinated with payments made to the Executive under Section 5.1 of the Severance Agreement as follows:

(a)           Accrued Obligations under this Agreement shall be paid first, in which case Accrued Obligations need not be paid under the Severance Agreement;

(b)           COBRA Continuation under this Agreement shall be provided first, in which case COBRA Continuation need not be provided under the Severance Agreement; and

(c)           the severance payment required under Section 8.1(d) hereof shall be paid first, in which case only that portion of any severance payment required under Section 5.1(c) of the Severance Agreement that is in excess of the severance payment required under Section 8.1(d) hereof shall be paid in accordance with the provisions of the Severance Agreement.

IN WITNESS WHEREOF, the parties have executed and entered into this Agreement effective on the date first set forth above.

PONIARD PHARMACEUTICALS, INC.
By:	/s/ Caroline Loewy
	Name: Carloline Loewy
	Its: Chief Financial Officer
EXECUTIVE
By:	/s/ Gerald McMahon
	Name: Gerald McMahon

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APPENDIX A

For purposes of this Agreement, a “Change of Control” shall mean:

(a)           A “Board Change” that, for purposes of this Agreement, shall have occurred if a majority (excluding vacant seats) of the seats on the Board are occupied by individuals who were neither (i) nominated by a majority of the Incumbent Directors nor (ii) appointed by directors so nominated.  An “Incumbent Director” is a member of the Board who has been either (i) nominated by a majority of the directors of the Company then in office or (ii) appointed by directors so nominated, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in former Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person (as hereinafter defined) other than the Board; or

(b)           The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of (i) twenty percent (20%) or more of either (A) the then outstanding shares of Common Stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”), in the case of either (A) or (B) of this clause (i), which acquisition is not approved in advance by a majority of the Incumbent Directors, or (ii) thirty-three percent (33%) or more of either (A) the Outstanding Company Common Stock or (B) the Outstanding Company Voting Securities, in the case of either (A) or (B) of this clause (ii), which acquisition is approved in advance by a majority of the Incumbent Directors; provided, however, that the following acquisitions shall not constitute a Change of Control:  (x) any acquisition by the Company, (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (z) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (i), (ii) and (iii) of subsection (c) of this Appendix A are satisfied; or

(c)           Approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case, unless, immediately following such reorganization, merger or consolidation, (i) more than sixty percent (60%) of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all the individuals and entities who were

the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportion as their ownership immediately prior to such reorganization, merger or consolidation of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such reorganization, merger or consolidation and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, thirty-three percent (33%) or more of the Outstanding Company Common Stock or the Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, thirty-three percent (33%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were the Incumbent Directors at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or

(d)           Approval by the shareholders of the Company of (i) a complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all or substantially all the assets of the Company, other than to a corporation with respect to which immediately following such sale or other disposition, (A) more than sixty percent (60%) of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, thirty-three percent (33%) or more of the Outstanding Company Common Stock or the Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, thirty-three percent (33%) or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors, and (C) at least a majority of the members of the board of directors of such corporation were approved by a majority of the Incumbent Directors at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of the Company’s assets.

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EX-10.21

Exhibit 10.21

PONIARD PHARMACEUTICALS, INC.
AMENDED AND RESTATED
KEY EXECUTIVE SEVERANCE AGREEMENT

This Amended and Restated Key Executive Severance Agreement (this “Agreement”), dated as of March 3, 2008, is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washington corporation (formerly known as NeoRx Corporation and as supplemented by Section 10, the “Company”), and RONALD MARTELL (the “Executive”).

The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to ensure that the Company will have the continued dedication of the Executive, notwithstanding the fact that the Executive does not have any form of traditional employment contract or other assurance of job security.  The Board believes it is imperative to diminish any distraction of the Executive arising from the personal uncertainty and insecurity that arises in the absence of any assurance of job security by providing the Executive with reasonable compensation and benefit arrangements in the event of termination of the Executive’s employment by the Company under certain defined circumstances.

In order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

1.Term

The initial term of this Agreement (the “Initial Term”) shall be for a period of one (1) year from the date of this Agreement as first appearing above; provided, however, that this Agreement shall automatically renew for successive additional one (1) year periods (“Renewal Terms”), unless notice of nonrenewal is given by either party to the other party at least nine (9) months prior to the end of the Initial Term or any Renewal Term, and provided further that if a Change of Control (as defined in the Change of Control Agreement referenced in Section 16 hereof) occurs during the Term, the Term shall automatically extend for the duration of the Employment Period (as defined in the Change of Control Agreement).  The “Term” of this Agreement shall be the Initial Term plus all Renewal Terms and, if applicable, the duration of the Employment Period.  At the end of the Term, this Agreement shall terminate without further action by either the Company or the Executive.

2.Employment

The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company or by any affiliated or successor company is

“at will” and may be terminated by either the Executive or the Company or its affiliated companies at any time with or without cause, subject to the termination payments prescribed herein.

3.Attention and Effort

During any period of time that the Executive remains in the employ of the Company, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive will devote all of the Executive’s productive time, ability, attention and effort to the business and affairs of the Company and the discharge of the responsibilities assigned to the Executive hereunder, and will seek to perform faithfully and efficiently such responsibilities.  It shall not be a violation of this Agreement for the Executive to (a) serve on corporate, civic or charitable boards or committees, (b) deliver lectures, fulfill speaking engagements or teach at educational institutions, (c) manage personal investments, or (d) engage in activities permitted by the policies of the Company or as specifically permitted by the Company, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities in accordance with this Agreement.  It is expressly understood and agreed that to the extent any such activities have been conducted by the Executive prior to the Term, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) during the Term shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

4.Termination

During the Term, employment of the Executive may be terminated as follows, but, in any case, the nondisclosure provisions set forth in Section 7 hereof shall survive the termination of this Agreement and the termination of the Executive’s employment with the Company:

4.1By the Company or the Executive

At any time during the Term, the Company may terminate the employment of the Executive with or without Cause (as defined below), and the Executive may terminate the Executive’s employment for Good Reason (as defined below) or for any reason, upon giving Notice of Termination (as defined below).

4.2Automatic Termination

This Agreement and the Executive’s employment shall terminate automatically upon the death or Total Disability of the Executive.  The term “Total Disability” as used herein shall mean the Executive’s inability (with such accommodation as may be required by law and which places no undue burden on the Company), as determined by a physician selected by the Company and acceptable to the Executive, to perform the Executive’s essential duties for a period or periods aggregating twelve (12) weeks in any three hundred sixty-five (365) day period as a result of physical or mental illness, loss of legal capacity or any other cause

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beyond the Executive’s control, unless the Executive is granted a leave of absence by the Board.

4.3Notice of Termination

Any termination by the Company or by the Executive during the Term shall be communicated by Notice of Termination to the other party given in accordance with Section 9 hereof.  The term “Notice of Termination” shall mean a written notice that (a) indicates the specific termination provision in this Agreement relied upon and (b) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.  The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

4.4Date of Termination

“Date of Termination” means (a) if the Executive’s employment is terminated by reason of death, the last day of the calendar month in which the Executive’s death occurs, (b) if the Executive’s employment is terminated by reason of Total Disability, immediately upon a determination by the Company of the Executive’s Total Disability, and (c) in all other cases, ten (10) days after the date of personal delivery or mailing of the Notice of Termination.  The Executive’s employment and performance of services will continue during such ten (10) day period; provided, however, that the Company may, upon notice to the Executive and without reducing the Executive’s compensation during such period, excuse the Executive from any or all of the Executive’s duties during such period.

5.Termination Payments

In the event of termination of the Executive’s employment during the Term, all compensation and benefits shall terminate, except as specifically provided in this Section 5.

5.1Termination by the Company Other Than for Cause or by the Executive for Good Reason

If during the Term the Company terminates the Executive’s employment other than for Cause or the Executive terminates the Executive’s employment for Good Reason, the Executive shall be entitled to:

(a)receive payment of the following accrued obligations (the “Accrued Obligations”):

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(i)the Executive’s then current annual base salary through the Date of Termination to the extent not theretofore paid;

(ii)any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and

(iii)any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid;

(b)for nine (9) months after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and the Executive’s family members, if applicable, that the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and

(c)an amount as severance pay equal to seventy five percent (75%) of the Executive’s then current annual base salary for the fiscal year in which the Date of Termination occurs, subject to payment as set forth in Sections 5.5 and 5.9 hereof.

5.2Termination for Cause or Other Than for Good Reason

If during the Term the Executive’s employment shall be terminated by the Company for Cause or by the Executive for other than Good Reason, this Agreement shall terminate without further obligation on the part of the Company to the Executive, other than the Company’s obligation to pay the Executive the Accrued Obligations to the extent theretofore unpaid.

5.3Expiration of Term

In the event the Executive’s employment is not terminated prior to expiration of the Term, this Agreement shall terminate without further obligation on the part of the Company to the Executive.

5.4Termination Because of Death or Total Disability

If the Executive’s employment is terminated during the Term by reason of the Executive’s death or Total Disability, this Agreement shall terminate automatically without further obligation on the part of the Company to the Executive or the Executive’s legal representatives under this Agreement, other than the Company’s obligation to pay the Executive the Accrued Obligations (which shall be paid to the Executive’s estate or

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beneficiary, as applicable in the case of the Executive’s death) and to provide COBRA Continuation.

5.5Payment Schedule

All payments of Accrued Obligations, or any portion thereof payable pursuant to this Section 5, other than deferred compensation pursuant to Section 5.1(a)(ii), shall be made to the Executive within ten (10) working days of the Date of Termination.  Deferred compensation pursuant to Section 5.1(a)(ii) shall be payable pursuant to the terms of the deferred compensation program.  Any severance payments payable to the Executive pursuant to Section 5.1(c) shall be made to the Executive in the form of salary continuation, payable at normal payroll intervals during the nine (9) month period following the Date of Termination (“Payment Period”).  For purposes of determining the payment schedule, other than for deferred compensation pursuant to Section 5.1(a)(ii), to the extent that the payment schedule in this Section 5.5 would subject payments to the distribution requirements set forth in Section 409A(a)(2) of the Internal Revenue Code of 1986, as amended (“Code”), because the Date of Termination is different than the date that a person would be deemed to have had a separation from service within the meaning of Code Section 409A(a)(2)(i), the Date of Termination shall be treated as the latest date so as to not subject such payments to the distribution requirements set forth in Code Section 409A(a)(2).  Notwithstanding the preceding provisions of this Section 5, if necessary to meet the requirements of subparagraphs (A)(i) and (B)(i) of Code Section 409A(a)(2), the amounts that would normally be paid during the first six months after the Executive’s separation from service within the meaning of Code Section 409A(a)(2) shall not be paid to an Executive  who is a specified employee (as defined in Code Section 409A(a)(2)(B)(i) in accordance with the procedures established by the Compensation Committee) until the six-month anniversary of the Executive’s separation from service.

5.6Cause

For purposes of this Agreement, “Cause” means cause given by the Executive to the Company and shall include, without limitation, the occurrence of one or more of the following events:

(a)a clear refusal to carry out any material lawful duties of the Executive or any directions of the Board or senior management of the Company reasonably consistent with those duties;

(b)persistent failure to carry out any lawful duties of the Executive or any directions of the Board or senior management reasonably consistent with those duties; provided, however, that the Executive has been given reasonable notice and opportunity to correct any such failure;

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(c)violation by the Executive of a state or federal criminal law involving the commission of a crime against the Company or any other criminal act involving moral turpitude;

(d)current abuse by the Executive of alcohol or controlled substances; deception, fraud, misrepresentation or dishonesty by the Executive; or any incident materially compromising the Executive’s reputation or ability to represent the Company with investors, customers or the public; or

(e)any other material violation of any provision of this Agreement by the Executive, subject to the notice and opportunity to cure requirements of Section 8 hereof.

5.7Good Reason

For purposes of this Agreement, “Good Reason” means:

(a)reduction of the Executive’s annual base salary to a level below the level in effect on the date of this Agreement, regardless of any change in the Executive’s duties or responsibilities;

(b)the assignment to the Executive of any duties materially inconsistent with the Executive’s position, authority, duties or responsibilities or any other action by the Company that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(c)the Company’s requiring the Executive to be based at any office or location more than fifty (50) miles from the city in which the Executive is currently employed by the Company, i.e., San Francisco, California or Seattle, Washington;

(d)any failure by the Company to comply with and satisfy Section 10 hereof, provided, however, that the Company’s successor has received at least ten (10) days’ prior written notice from the Company or the Executive of the requirements of Section 10 hereof; or

(e)any other material violation of any provision of this Agreement by the Company;

provided, however, that the Executive has notified the Company of such salary reduction, assignment, failure, situation or violation within ninety (90) days of its occurrence and there has been compliance with the notice and opportunity to cure requirements of Section 8 hereof.

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5.8General Release of Claims

As a condition to the payment contemplated by this Section 5, the Executive shall execute a general release and waiver of claims against the Company in a form satisfactory to the Company in its sole discretion.  By way of example and not limitation, the general release and waiver of claims will include any claims for wages, bonuses, employment benefits, or damages of any kind whatsoever, arising out of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, any theory of wrongful discharge, any legal restriction on the Company’s right to terminate employment, or any federal, state or other governmental statute or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, the federal Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Washington Law Against Discrimination, or any other legal limitation on the employment relationship.  Such release and waiver shall be delivered to the Company no later than the fifteenth day of the third month of the fiscal year following the year in which the Date of Termination occurs.

5.9Dispute Regarding Existence of Good Reason for Termination

In the event the Company disputes whether Good Reason existed for the Executive to terminate the Executive’s employment for Good Reason, the Company shall pay salary continuation as provided in Section 5.5 until the earliest of (i) settlement by the parties, (ii) determination by arbitration in accordance with Section 14 hereof that Good Reason did not exist, and (iii) completion of the payments required by Section 5.5 and Section 5.1(c) hereof.  If, pursuant to Section 14 hereof, an arbitrator determines that Good Reason did not exist, the arbitrator shall also decide whether the Executive had a reasonable, good-faith basis for claiming that there was Good Reason to terminate.  If the arbitrator determines that there was not such a basis, the Executive shall be obligated to repay promptly to the Company the salary continuation payments; if the arbitrator determines that there was such a basis, the Executive shall not be obligated to repay the salary continuation.

6.Representations, Warranties and Other Conditions

In order to induce the Company to enter into this Agreement, the Executive represents and warrants to the Company as follows:

6.1Health

The Executive is in good health and knows of no physical or mental disability that, with any accommodation that may be required by law and that places no undue burden on the Company, would prevent the Executive from fulfilling the Executive’s obligations hereunder.  The Executive agrees, if the Company requests, to submit to reasonable periodic medical examinations by a physician or physicians designated, paid for and arranged by the Company.  The Executive agrees that the examination’s medical report shall be provided to the Company.

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6.2No Violation of Other Agreements

The Executive represents that neither the execution nor the performance of this Agreement by the Executive will violate or conflict in any way with any other agreement or obligations by which the Executive may be bound.

7.Nondisclosure; Return of Materials

7.1Nondisclosure

Except as required by the Executive’s employment with the Company, the Executive will not, at any time during the term of employment by the Company, or at any time thereafter, directly, indirectly or otherwise, use, communicate, disclose, disseminate, lecture upon or publish articles relating to any confidential, proprietary or trade secret information without the prior written consent of the Company.  The Executive understands that the Company will be relying on this covenant in continuing the Executive’s employment, paying the Executive’s compensation, granting the Executive any promotions or raises, or entrusting the Executive with any information that helps the Company compete with others.

7.2Return of Materials

All documents, records, notebooks, notes, memoranda, drawings or other documents made or compiled by the Executive at any time while employed by the Company, or in the Executive’s possession, including any and all copies thereof, shall be the property of the Company and shall be held by the Executive in trust and solely for the benefit of the Company, and shall be delivered to the Company by the Executive upon termination of employment or at any other time upon request by the Company.

8.Notice and Cure of Breach

Whenever a breach of this Agreement by either party is relied upon as justification for any action taken by the other party pursuant to any provision of this Agreement, other than clause (a), (b), (c) or (d) of Section 5.6 hereof, before such action is taken, the party asserting the breach of this Agreement shall give the other party at least twenty (20) days’ prior written notice of the existence and the nature of such breach before taking further action hereunder and shall give the party purportedly in breach of this Agreement the opportunity to correct such breach during the twenty (20) day period.

9.Form of Notice

Every notice required by the terms of this Agreement shall be given in writing by serving the same upon the party to whom it was addressed personally or by registered or certified mail, return receipt requested, at the address set forth below or at such other address as may hereafter be designated by notice given in compliance with the terms hereof:

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If to the Executive:	Ronald Martell
	[Address]
If to the Company:	Poniard Pharmaceuticals, Inc.
	300 Elliott Avenue West, Suite 500
	Seattle, Washington 98119
	Attn: Chief Executive Officer
With a copy to:	Perkins Coie LLP
	1201 Third Avenue, 48th Floor
	Seattle, Washington 98101-3099
	Attn: James R. Lisbakken

Except as set forth in Section 4.4 hereof, if notice is mailed, such notice shall be effective upon mailing.

10.Assignment

This Agreement is personal to the Executive and shall not be assignable by the Executive.

The Company shall assign to and require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, the “Company” shall mean Poniard Pharmaceuticals, Inc. and any affiliated company or successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by contract, operation of law or otherwise; and as long as such successor assumes and agrees to perform this Agreement, the termination of the Executive’s employment by one such entity and the immediate hiring and continuation of the Executive’s employment by the succeeding entity shall not be deemed to constitute a termination or trigger any severance obligation under this Agreement.  All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

11.Waivers

No delay or failure by any party hereto in exercising, protecting or enforcing any of its rights, titles, interests or remedies hereunder, and no course of dealing or performance with respect thereto, shall constitute a waiver thereof.  The express waiver by a party hereto of any right, title, interest or remedy in a particular instance or circumstance shall not constitute a waiver thereof in any other instance or circumstance.  All rights and remedies shall be cumulative and not exclusive of any other rights or remedies.

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12.Amendments In Writing

No amendment, modification, waiver, termination or discharge of any provision of this Agreement, or consent to any departure therefrom by either party hereto, shall in any event be effective unless the same shall be in writing, specifically identifying this Agreement and the provision intended to be amended, modified, waived, terminated or discharged and signed by the Company and the Executive, and each such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given.  No provision of this Agreement shall be varied, contradicted or explained by any oral agreement, course of dealing or performance or any other matter not set forth in an agreement in writing and signed by the Company and the Executive.

13.Applicable Law

This Agreement shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Washington, without regard to any rules governing conflicts of laws.

14.Arbitration; Attorneys’ Fees

Except in connection with enforcing Section 7 hereof, for which legal and equitable remedies may be sought in a court of law, any dispute arising under this Agreement shall be subject to arbitration.  The arbitration proceeding shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”) then in effect, conducted by one (1) arbitrator either mutually agreed upon or selected in accordance with the AAA Rules.  The arbitration shall be conducted in King County, Washington, under the jurisdiction of the Seattle office of the American Arbitration Association.  The arbitrator shall have authority only to interpret and apply the provisions of this Agreement, and shall have no authority to add to, subtract from or otherwise modify the terms of this Agreement.  Any demand for arbitration must be made within sixty (60) days of the event(s) giving rise to the claim that this Agreement has been breached.  The arbitrator’s decision shall be final and binding, and each party agrees to be bound by the arbitrator’s award, subject only to an appeal therefrom in accordance with the laws of the State of Washington.  Either party may obtain judgment upon the arbitrator’s award in the Superior Court of King County, Washington.

If it becomes necessary to pursue or defend any legal proceeding, whether in arbitration or court, in order to resolve a dispute arising under this Agreement, the prevailing party in any such proceeding shall be entitled to recover its reasonable costs and attorneys’ fees.  To the extent necessary to prevent Executive from being subject to any additional tax pursuant to Code Section 409A(a)(1)(B), any amounts payable to the Executive pursuant to this paragraph shall be paid in no event later than the year following the year during which such costs and fees were incurred.

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15.Severability

If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, for any reason, including, without limitation, the duration of such provision, its geographical scope or the extent of the activities prohibited or required by it, then, to the full extent permitted by law, (a) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intent of the parties hereto as nearly as may be possible, (b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision hereof, and (c) any court or arbitrator having jurisdiction thereover shall have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law.

16.Coordination With Change of Control Agreement

The Company and the Executive are entering into an Amended and Restated Change of Control Agreement (the “Change of Control Agreement”), which agreement provides for certain forms of severance and benefit payments in the event of termination of Executive’s employment under certain defined circumstances.  This Agreement is in addition to the Change of Control Agreement, providing certain assurances to the Executive in circumstances that the Change of Control Agreement does not cover, and in no way supersedes or nullifies the Change of Control Agreement.  Nevertheless, it is possible that a termination of employment by the Company or by the Executive may fall within the scope of both agreements.  In such event, payments made to the Executive under Section 5.1 hereof shall be coordinated with payments made to the Executive under Section 8.1 of the Change of Control Agreement as follows:

(a)Accrued Obligations under this Agreement need not be paid if paid under the Change of Control Agreement;

(b)COBRA Continuation under this Agreement need not be provided if provided under the Change of Control Agreement; and

(c)the severance payment required under Section 5.1(c) hereof (and paid pursuant to Section 5.5 hereof) need not be paid to the extent a severance payment is made under Section 8.1(d) of the Change of Control Agreement, i.e., the credit from Section 8.1(d) of the Change of Control Agreement is applied as amounts become due under Section 5.5 hereof.

17.Excess Parachute Payments

Unless provided by Section 8.8 of the Change of Control Agreement, if any portion of the payments or benefits under this Agreement or any other agreement or benefit plan of the Company (including stock options) would be characterized as an “excess parachute payment” to the Executive under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive shall be paid any excise tax that the Executive owes under

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Section 4999 of the Code as a result of such characterization, such excise tax to be paid to the Executive at least ten (10) days prior to the date that the Executive is obligated to make the excise tax payment.  The determination of whether and to what extent any payments or benefits would be “excess parachute payments” and the date by which any excise tax shall be due, shall be determined in writing by recognized tax counsel selected by the Company and reasonably acceptable to the Executive.  Without limitation on the foregoing, the payments made pursuant to this Section 17 shall be made no later than the end of the year following the year in which the Executive remits such excise tax to the IRS.

18.Entire Agreement

This Agreement supersedes and replaces the Key Executive Severance Agreement, dated as of May 7, 2007, between the parties, and except as described in Section 16 hereof, this Agreement constitutes the entire agreement between the Company and the Executive with respect to the subject matter hereof, and all prior or contemporaneous oral or written communications, understandings or agreements between the Company and the Executive with respect to such subject matter, are hereby superseded and nullified in their entireties, except that the Proprietary Information and Invention Agreement between the Executive and the Company shall continue in full force and effect to the extent not superseded by Section 10 hereof.

19.Withholding

The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

20.409A Interpretation Provision

The Company intends that this Agreement fully comply with the payout and other limitations and restrictions imposed under Code Section 409A if and to the extent such Code Section 409A is otherwise applicable to payments under this Agreement and such compliance is necessary to avoid the penalties otherwise imposed under Code Section 409A. In this connection, the Company and Executive agree that the payout timing provisions and any other terms of this Agreement shall be interpreted and deemed modified, if and to the extent necessary, to comply with the payout and other limitations and restrictions imposed under Code Section 409A if and to the extent such Code Section 409A is otherwise applicable to this Agreement and such compliance is necessary to avoid the penalties otherwise imposed under Code Section 409A.

21.Counterparts

This Agreement may be executed in counterparts, each of which counterpart shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties have executed and entered into this Agreement effective on the date first set forth above.

PONIARD PHARMACEUTICALS, INC.
By:	/s/ Caroline Loewy
	Name: Caroline Loewy
	Its: Chief Financial Officer
EXECUTIVE
By:	/s/ Ronald Martell
	Name: Ronald Martell

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EX-10.22

Exhibit 10.22

PONIARD PHARMACEUTICALS, INC.

AMENDED AND RESTATED

CHANGE OF CONTROL AGREEMENT

(SENIOR EXECUTIVE)

This Amended and Restated Change of Control Agreement (Senior Executive) (this “Agreement”), dated as of March 3, 2008, is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washington corporation (formerly known as NeoRx Corporation and as supplemented by Section 13, the “Company”), and RONALD MARTELL (the “Executive”).

The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to ensure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined in Section 1 hereof) of the Company.  The Board believes it is imperative to diminish the inevitable distraction of the Executive arising from the personal uncertainties and risks created by a pending or threatened Change of Control, to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with reasonable compensation and benefit arrangements upon a Change of Control.

In order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

1.Definitions

1.1“Change of Control” shall have the definition set forth in Appendix A hereto, which is hereby incorporated by reference.

1.2“Change of Control Date” shall mean the first date on which a Change of Control occurs.

1.3“Employment Period” shall mean the two (2) year period commencing on the Change of Control Date and ending on the second anniversary of such date.

1.4“Original Agreement” shall mean the Change of Control Agreement, dated as of May 7, 2007, between the parties.

1.5“Severance Agreement” shall mean the Amended and Restated Key Executive Severance Agreement, dated as of the date hereof, between the parties, as it may be amended from time to time, that provides for certain benefits related to termination of the Executive’s employment that are unrelated to a Change of Control.

2.Term

The initial term of this Agreement (“Initial Term”) shall be for a period of one (1) year from the date this Agreement as first appearing above; provided, however, that this Agreement shall automatically renew for successive additional one (1) year periods (“Renewal Terms”) unless notice of nonrenewal is given by either party to the other at least ninety (90) days prior to the end of the Initial Term or any Renewal Term, and provided further that if a Change in Control occurs during the Term, the Term shall automatically extend for the duration of the Employment Period.  The “Term” of this Agreement shall be the Initial Term plus all Renewal Terms and, if applicable, the duration of the Employment Period.  At the end of the Term, this Agreement shall terminate without further action by either the Company or the Executive.

3.Employment

3.1Employment Period

During the Employment Period, the Company hereby agrees to continue the Executive in its employ or in the employ of its affiliated companies, and the Executive hereby agrees to remain in the employ of the Company or its affiliated companies, in accordance with the terms and provisions of this Agreement; provided, however, that either the Company or the Executive may terminate the employment relationship subject to the terms of this Agreement.

3.2Position and Duties

During the Employment Period, the Executive’s position, authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the ninety (90) day period immediately preceding the Change of Control Date.

3.3Location

During the Employment Period, the Executive’s services shall be performed at the Company’s offices on the Change of Control Date at which the Executive was employed or any office that is subsequently designated by the Company and is less than thirty (30) miles from such location.

3.4Employment at Will

The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company or its affiliated companies is “at will” and may be terminated by either the Executive or the Company or its affiliated companies at any time with or without cause.  Moreover, if prior to the Change of Control Date, the Executive’s

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employment with the Company or its affiliated companies terminates for any reason, then the Executive shall have no further rights under this Agreement; provided, however, that the Company may not avoid liability for any termination payments that would have been required during the Employment Period pursuant to Section 8 hereof by terminating the Executive prior to the Employment Period where such termination is carried out in anticipation of a Change of Control and the principal motivating purpose is to avoid liability for such termination payments.

4.Attention and Effort

During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive will devote all of the Executive’s productive time, ability, attention and effort to the business and affairs of the Company and the discharge of the responsibilities assigned to the Executive hereunder, and will use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities.  It shall not be a violation of this Agreement for the Executive to (a) serve on corporate, civic or charitable boards or committees, (b) deliver lectures, fulfill speaking engagements or teach at educational institutions, (c) manage personal investments, or (d) engage in activities permitted by the policies of the Company or as specifically permitted by the Company, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities in accordance with this Agreement.  It is expressly understood and agreed that to the extent any such activities have been conducted by the Executive prior to the Employment Period, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) during the Employment Period shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

5.Compensation

As long as the Executive remains employed by the Company during the Employment Period, the Company agrees to pay or cause to be paid to the Executive, and the Executive agrees to accept in exchange for the services rendered hereunder by the Executive, the following compensation:

5.1Salary

The Executive shall receive an annual base salary (the “Annual Base Salary”), at least equal to the annual salary established by the Board or the Compensation Committee of the Board (the “Compensation Committee”) or the Chief Executive Officer for the fiscal year in which the Change of Control Date occurs.  The Annual Base Salary shall be paid in substantially equal installments and at the same intervals as the salaries of other executives of the Company are paid.  The Board or the Compensation Committee or the Chief Executive Officer shall review the Annual Base Salary at least annually and shall determine in good faith and consistent with any generally applicable Company policy any increases for future years.

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5.2Bonus

In addition to the Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual performance bonus (the “Annual Performance Bonus”) in cash at least equal to the average annualized (for any fiscal year consisting of less than twelve (12) full months) bonus paid or payable to the Executive by the Company and its affiliated companies in respect of the Executive’s performance during the three fiscal years (or such shorter period of employment) immediately preceding the fiscal year in which the Change of Control Date occurs.  Each Annual Performance Bonus shall be paid in the fiscal year following the fiscal year for which the Annual Performance Bonus is awarded, but no later than the fifteenth day of the third month of such subsequent fiscal year, unless the Executive shall elect to defer the receipt of the Annual Performance Bonus in accordance with the terms of the Company’s deferred compensation program.

6.Benefits

6.1Incentive, Retirement and Welfare Benefit Plans; Vacation

As long as the Executive remains employed by the Company during the Employment Period, the Executive shall be entitled to participate, subject to and in accordance with applicable eligibility requirements, in such fringe benefit programs as shall be generally made available to other executives of the Company and its affiliated companies from time to time during the Employment Period by action of the Board (or any person or committee appointed by the Board to determine fringe benefit programs and other emoluments), including, without limitation, paid vacations; any stock purchase, savings or retirement plan, practice, policy or program; and all welfare benefit plans, practices, policies or programs (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans or programs).

6.2Expenses

As long as the Executive remains employed by the Company during the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable employment expenses incurred by the Executive in accordance with the policies, practices and procedures of the Company and its affiliated companies in effect for the executives of the Company and its affiliated companies during the Employment Period.  Without limitation on the foregoing, reimbursement shall be made no later than the end of the fourth month of the year following the year in which the expense was incurred.

7.Termination

During the Employment Period, employment of the Executive may be terminated as follows, but, in any case, the nondisclosure provisions set forth in Section 10 hereof shall survive the termination of this Agreement and the termination of the Executive’s employment with the Company:

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7.1By the Company or the Executive

At any time during the Employment Period, the Company may terminate the employment of the Executive with or without Cause (as defined below), and the Executive may terminate the Executive’s employment for Good Reason (as defined below) or for any reason, upon giving the Notice of Termination (as defined below).

7.2Automatic Termination

This Agreement and the Executive’s employment during the Employment Period shall terminate automatically upon the death or Total Disability of the Executive.  The term “Total Disability” as used herein shall mean the Executive’s inability (with such accommodation as may be required by law and which places no undue burden on the Company), as determined by a physician selected by the Company and acceptable to the Executive, to perform the duties set forth in Section 3.2 hereof for a period or periods aggregating twelve (12) weeks in any three hundred sixty-five (365) day period as a result of physical or mental illness, loss of legal capacity or any other cause beyond the Executive’s control, unless the Executive is granted a leave of absence by the Board.  The Executive and the Company hereby acknowledge that the duties specified in Section 3.2 hereof are essential to the Executive’s position and that Executive’s ability to perform those duties is the essence of this Agreement.

7.3Notice of Termination

Any termination by the Company or by the Executive during the Employment Period shall be communicated by the Notice of Termination to the other party given in accordance with Section 12 hereof.  The term “Notice of Termination” shall mean a written notice that (a) indicates the specific termination provision in this Agreement relied upon and (b) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.  The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

7.4Date of Termination

During the Employment Period, “Date of Termination” means (a) if the Executive’s employment is terminated by reason of death, at the end of the calendar month in which the Executive’s death occurs, (b) if the Executive’s employment is terminated by reason of Total Disability, immediately upon a determination by the Company of the Executive’s Total Disability, and (c) in all other cases, ten (10) days after the date of personal delivery or mailing of the Notice of Termination.  The Executive’s employment and performance of services will continue during such ten (10) day period; provided, however, that the Company

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may, upon notice to the Executive and without reducing the Executive’s compensation during such period, excuse the Executive from any or all of the Executive’s duties during such period.

8.Termination Payments

In the event of termination of the Executive’s employment during the Employment Period, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this Section 8.

8.1Termination by the Company Other Than for Cause or by the Executive for Good Reason

If during the Employment Period the Company terminates the Executive’s employment other than for Cause or the Executive terminates the Executive’s employment for Good Reason, the Executive shall be entitled to:

(a)receive payment of the following accrued obligations (the “Accrued Obligations”):

(i)the Annual Base Salary through the Date of Termination to the extent not theretofore paid;

(ii)the product of (x) the Annual Performance Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is three hundred sixty-five (365);

(iii)any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and

(iv)any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid;

(b)for one year after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and the Executive’s family members, if applicable, which the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”);

(c)an amount as severance pay equal to one (1) times the Annual Performance Bonus payable with respect to the fiscal year in which the Date of Termination occurs;

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(d)an amount as severance pay equal to one (1) times the Annual Base Salary for the fiscal year in which the Date of Termination occurs; and

(e)immediate vesting of all outstanding stock options previously granted to the Executive by the Company.

8.2Termination for Cause or Other Than for Good Reason

If during the Employment Period the Executive’s employment shall be terminated by the Company for Cause or by the Executive for other than Good Reason, this Agreement shall terminate without further obligation on the part of the Company to the Executive, other than the Company’s obligation to pay the Executive (a) the Annual Base Salary through the Date of Termination, (b)  the amount of any compensation previously deferred by the Executive in accordance with the terms of the Company’s deferred compensation program, and (c) any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent theretofore unpaid.

8.3Expiration of Term

In the event the Executive’s employment is not terminated prior to expiration of the Term, this Agreement shall terminate without further obligation on the part of the Company to the Executive, other than the Company’s obligation to pay the Executive the product of (a) the Annual Performance Bonus payable with respect to the fiscal year in which the Term expired and (b) a fraction the numerator of which is the number of days in the current fiscal year through the end of the Term and the denominator of which is three hundred sixty-five (365).  Such payment will be made in the fiscal year following the fiscal year in which the Term expired no later than the fifteenth day of the third month of such subsequent fiscal year.

8.4Termination Because of Death or Total Disability

If during the Employment Period the Executive’s employment is terminated by reason of the Executive’s death or Total Disability, this Agreement shall terminate automatically without further obligation on the part of the Company to the Executive or the Executive’s legal representatives under this Agreement, other than the Company’s obligation to pay the Executive the Accrued Obligations (which shall be paid to the Executive’s estate or beneficiary, as applicable in the case of the Executive’s death), and to provide COBRA Continuation.

8.5Payment Schedule

All payments of Accrued Obligations, or any portion thereof payable pursuant to this Section 8, other than deferred compensation pursuant to Section 8.1(a)(iii), shall be made to the Executive within ten (10) working days of the Date of Termination.  Deferred compensation pursuant to Section 8.1(a)(iii) shall be payable pursuant to the terms of the deferred compensation program.  Any payments payable to the Executive pursuant to

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Section 8.1(c) and (d) hereof shall be made to the Executive in a lump sum within ten (10) working days of the Date of Termination.  For purposes of determining the payment schedule, other than for deferred compensation pursuant to Section 8.1(a)(iii), to the extent

that the payment schedule in this Section 8.5 would subject payments to the distribution requirements set forth in Section 409A(a)(2) of the Internal Revenue Code of 1986, as amended (“Code”), because the Date of Termination is different than the date that a person would be deemed to have had a separation from service within the meaning of Code Section 409A(a)(2)(i), the Date of Termination shall be treated as the latest date so as to not subject such payments to the distribution requirements set forth in Code Section 409A(a)(2).  Notwithstanding the preceding provisions of this Section 8, if necessary to meet the requirements of subparagraphs (A)(i) and (B)(i) of Code Section 409A(a)(2), the amounts that would normally be paid during the first six months after the Executive’s separation from service within the meaning of Code Section 409A(a)(2) shall not be paid to an Executive who is a specified employee (as defined in Code Section 409A(a)(2)(B)(i) in accordance with the procedures established by the Compensation Committee) until the six-month anniversary of the Executive’s separation from service.

8.6Cause

For purposes of this Agreement, “Cause” means cause given by the Executive to the Company and shall include, without limitation, the occurrence of one (1) or more of the following events:

(a)a clear refusal to carry out any material lawful duties of the Executive or any directions of the Board or senior management of the Company, all reasonably consistent with the duties described in Section 3.2 hereof;

(b)persistent failure to carry out any lawful duties of the Executive described in Section 3.2 hereof or any directions of the Board or senior management reasonably consistent with the duties herein set forth to be performed by the Executive, provided, however, that the Executive has been given reasonable notice and opportunity to correct any such failure;

(c)violation by the Executive of a state or federal criminal law involving the commission of a crime against the Company or any other criminal act involving moral turpitude;

(d)current abuse by the Executive of alcohol or controlled substances; deception, fraud, misrepresentation or dishonesty by the Executive; or any incident materially compromising the Executive’s reputation or ability to represent the Company with investors, customers or the public; or

(e)any other material violation of any provision of this Agreement by the Executive, subject to the notice and opportunity-to-cure requirements of Section 11 hereof.

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8.7Good Reason

For purposes of this Agreement, “Good Reason” means

(a)the assignment to the Executive of any duties materially inconsistent with the Executive’s position, authority, duties or responsibilities as contemplated by Section 3.2 hereof or any other action by the Company that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(b)any failure by the Company to comply with any of the provisions of Section 5 or Section 6 hereof, other than an isolated and inadvertent failure not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(c)the Company’s requiring the Executive to be based at any office or location other than that described in Section 3.3 hereof;

(d)any failure by the Company to comply with and satisfy Section 13 hereof; provided, however, that the Company’s successor has received at least ten (10) days’ prior written notice from the Company or the Executive of the requirements of Section 13 hereof; or

(e)any other material violation of any provision of this Agreement by the Company;

provided, however, that the Executive has notified the Company of such assignment, failure, situation or violation within ninety (90) days of its occurrence and there has been compliance with the notice and opportunity-to-cure requirements of Section 11 hereof.

8.8Excess Parachute Limitation

If any portion of the payments or benefits for the Executive under this Agreement, the Severance Agreement, or any other agreement or benefit plan of the Company (including stock option plan) would be characterized as an “excess parachute payment” to the Executive under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive shall be paid any excise tax that the Executive owes under Section 4999 of the Code as a result of such characterization, such excise tax to be paid to the Executive at least ten (10) days prior to the date that the Executive is obligated to make the excise tax payment.  The determination of whether and to what extent any payments or benefits would be “excess parachute payments” and the date by which any excise tax shall be due, shall be determined in writing by recognized tax counsel selected by the Company and reasonably acceptable to the Executive.  Without limitation on the foregoing, the payments made pursuant to this

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Section 8.8 shall be made no later than the end of the year following the year in which the Executive remits such excise tax to the IRS.

8.9Release

As a condition to receiving the payments and benefits under this Section 8, the Executive shall execute a general release and waiver of all claims against the Company, which release and waiver shall be in a form acceptable to the Company, in its reasonable discretion, and delivered to the Company no later than the fifteenth day of the third month of the fiscal year following the year in which the Date of Termination occurs.

9.Representations, Warranties and Other Conditions

In order to induce the Company to enter into this Agreement, the Executive represents and warrants to the Company as follows:

9.1Health

The Executive is in good health and knows of no physical or mental disability that, with any accommodation that may be required by law and that places no undue burden on the Company, would prevent the Executive from fulfilling the Executive’s obligations hereunder.  The Executive agrees, if the Company requests, to submit to reasonable periodic medical examinations by a physician or physicians designated by, paid for and arranged by the Company.  The Executive agrees that the examination’s medical report shall be provided to the Company.

9.2No Violation of Other Agreements

The Executive represents that neither the execution nor the performance of this Agreement by the Executive will violate or conflict in any way with any other agreement or obligations by which the Executive may be bound.

10.Nondisclosure; Return of Materials

10.1Nondisclosure

Except as required by the Executive’s employment with the Company, the Executive will not, at any time during the term of employment by the Company, or at any time thereafter, directly, indirectly or otherwise, use, communicate, disclose, disseminate, lecture upon or publish articles relating to any confidential, proprietary or trade secret information without the prior written consent of the Company.  The Executive understands that the Company will be relying on this Agreement in continuing the Executive’s employment, paying the Executive compensation, granting the Executive any promotions or raises, or entrusting the Executive with any information that helps the Company compete with others.

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10.2Return of Materials

All documents, records, notebooks, notes, memoranda, drawings or other documents made or compiled by the Executive at any time, or in the Executive’s possession, including any and all copies thereof, shall be the property of the Company and shall be held by the Executive in trust and solely for the benefit of the Company, and shall be delivered to the Company by the Executive upon termination of employment or at any other time upon request by the Company.

11.Notice and Cure of Breach

Whenever a breach of this Agreement by either party is relied upon as justification for any action taken by the other party pursuant to any provision of this Agreement, other than clause (a), (b), (c) or (d) of Section 8.6 hereof, before such action is taken, the party asserting the breach of this Agreement shall give the other party at least twenty (20) days’ prior written notice of the existence and the nature of such breach before taking further action hereunder and shall give the party purportedly in breach of this Agreement the opportunity to correct such breach during the twenty (20) day period.

12.Form of Notice

Every notice required by the terms of this Agreement shall be given in writing by serving the same upon the party to whom it was addressed personally or by registered or certified mail, return receipt requested, at the address set forth below or at such other address as may hereafter be designated by notice given in compliance with the terms hereof:

If to the Executive:	Ronald Martell
	[Address]
If to the Company:	Poniard Pharmaceuticals, Inc.
	300 Elliott Avenue West, Suite 500
	Seattle, Washington 98119
	Attn: Chief Executive Officer
With a copy to:	Perkins Coie LLP
	1201 Third Avenue, 48th Floor
	Seattle, Washington 98101-3099
	Attn: James R. Lisbakken

Except as set forth in Section 7.4 hereof, if notice is mailed, such notice shall be effective upon mailing.

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13.Assignment

This Agreement is personal to the Executive and shall not be assignable by the Executive.

The Company shall assign to and require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, “Company” shall mean Poniard Pharmaceuticals, Inc. and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law, or otherwise.  All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

14.Waivers

No delay or failure by any party hereto in exercising, protecting or enforcing any of its rights, titles, interests or remedies hereunder, and no course of dealing or performance with respect thereto, shall constitute a waiver thereof.  The express waiver by a party hereto of any right, title, interest or remedy in a particular instance or circumstance shall not constitute a waiver thereof in any other instance or circumstance.  All rights and remedies shall be cumulative and not exclusive of any other rights or remedies.

15.Amendments in Writing

No amendment, modification, waiver, termination or discharge of any provision of this Agreement, or consent to any departure therefrom by either party hereto, shall in any event be effective unless the same shall be in writing, specifically identifying this Agreement and the provision intended to be amended, modified, waived, terminated or discharged and signed by the Company and the Executive, and each such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given.  No provision of this Agreement shall be varied, contradicted or explained by any oral agreement, course of dealing or performance or any other matter not set forth in an agreement in writing and signed by the Company and the Executive.

16.Applicable Law

This Agreement shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Washington, without regard to any rules governing conflicts of laws.

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17.Arbitration; Attorneys’ Fees

Except in connection with enforcing Section 10 hereof, for which legal and equitable remedies may be sought in a court of law, any dispute arising under this Agreement shall be subject to arbitration.  The arbitration proceeding shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”) then in effect, conducted by one arbitrator either mutually agreed upon or selected in accordance with the AAA Rules.  The arbitration shall be conducted in King County, Washington, under the jurisdiction of the Seattle office of the American Arbitration Association.  The arbitrator shall have authority only to interpret and apply the provisions of this Agreement, and shall have no authority to add to, subtract from or otherwise modify the terms of this Agreement.  Any demand for arbitration must be made within sixty (60) days of the event(s) giving rise to the claim that this Agreement has been breached.  The arbitrator’s decision shall be final and binding, and each party agrees to be bound to by the arbitrator’s award, subject only to an appeal therefrom in accordance with the laws of the State of Washington.  Either party may obtain judgment upon the arbitrator’s award in the Superior Court of King, County, Washington.

If it becomes necessary to pursue or defend any legal proceeding, whether in arbitration or court, in order to resolve a dispute arising under this Agreement, the prevailing party in any such proceeding shall be entitled to recover its reasonable costs and attorneys’ fees.  To the extent necessary to prevent Executive from being subject to any additional tax pursuant to Code Section 409A(a)(1)(B), any amounts payable to the Executive pursuant to this paragraph shall be paid in no event later than the year following the year during which such costs and fees were incurred.

18.Severability

If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, for any reason, including, without limitation, the duration of such provision, its geographical scope or the extent of the activities prohibited or required by it, then, to the full extent permitted by law, (a) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intent of the parties hereto as nearly as may be possible, (b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision hereof, and (c) any court or arbitrator having jurisdiction thereover shall have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law.

19.Entire Agreement

This Agreement supersedes and replaces the Original Agreement, and except as described in Section 23 hereof, this Agreement constitutes the entire agreement between the Company and the Executive with respect to the subject matter hereof, and all prior or contemporaneous oral or written communications, understandings or agreements between the

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Company and the Executive with respect to such subject matter, are hereby superseded and nullified in their entireties, except that the Proprietary Information and Invention Agreement between the Company and the Executive shall continue in full force and effect to the extent not superseded by Section 10 hereof.

20.Withholding

The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

21.409A Interpretation Provision

The Company intends that this Agreement fully comply with the payout and other limitations and restrictions imposed under Code Section 409A if and to the extent such Code Section 409A is otherwise applicable to payments under this Agreement and such compliance is necessary to avoid the penalties otherwise imposed under Code Section 409A.  In this connection, the Company and Executive agree that the payout timing provisions and any other terms of this Agreement shall be interpreted and deemed modified, if and to the extent necessary, to comply with the payout and other limitations and restrictions imposed under Code Section 409A if and to the extent such Code Section 409A is otherwise applicable to this Agreement and such compliance is necessary to avoid the penalties otherwise imposed under Code Section 409A.

22.Counterparts

This Agreement may be executed in counterparts, each of which counterparts shall be deemed an original, but all of which together shall constitute one and the same instrument.

23.Coordination with Severance Agreement

The Severance Agreement that the parties entered into provides for certain forms of severance and benefit payments in the event of termination of the Executive’s employment.  This Agreement is in addition to the Severance Agreement and in no way supersedes or nullifies the Severance Agreement.  Nevertheless, it is possible that termination of employment by the Company or by the Executive may fall within the scope of both agreements.  In such event, payments made to the Executive under Section 8.1 hereof shall be coordinated with payments made to the Executive under Section 5.1 of the Severance Agreement as follows:

(a)Accrued Obligations under this Agreement shall be paid first, in which case Accrued Obligations need not be paid under the Severance Agreement;

(b)COBRA Continuation under this Agreement shall be provided first, in which case COBRA Continuation need not be provided under the Severance Agreement; and

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(c)the severance payment required under Section 8.1(d) hereof shall be paid first, in which case only that portion of any severance payment required under Section 5.1(c) of the Severance Agreement that is in excess of the severance payment required under Section 8.1(d) hereof shall be paid in accordance with the provisions of the Severance Agreement.

IN WITNESS WHEREOF, the parties have executed and entered into this Agreement effective on the date first set forth above.

PONIARD PHARMACEUTICALS, INC.
By:		/s/ Caroline Loewy
		Name: Caroline Loewy
		Its: Chief Financial Officer
EXECUTIVE
By:	/s/ Ronald Martell
	Name: Ronald Martell

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APPENDIX A

For purposes of this Agreement, a “Change of Control” shall mean:

(a)A “Board Change” that, for purposes of this Agreement, shall have occurred if a majority (excluding vacant seats) of the seats on the Board are occupied by individuals who were neither (i) nominated by a majority of the Incumbent Directors nor (ii) appointed by directors so nominated.  An “Incumbent Director” is a member of the Board who has been either (i) nominated by a majority of the directors of the Company then in office or (ii) appointed by directors so nominated, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in former Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person (as hereinafter defined) other than the Board; or

(b)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of (i) twenty percent (20%) or more of either (A) the then outstanding shares of Common Stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”), in the case of either (A) or (B) of this clause (i), which acquisition is not approved in advance by a majority of the Incumbent Directors, or (ii) thirty-three percent (33%) or more of either (A) the Outstanding Company Common Stock or (B) the Outstanding Company Voting Securities, in the case of either (A) or (B) of this clause (ii), which acquisition is approved in advance by a majority of the Incumbent Directors; provided, however, that the following acquisitions shall not constitute a Change of Control:  (x) any acquisition by the Company, (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (z) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (i), (ii) and (iii) of subsection (c) of this Appendix A are satisfied; or

(c)Approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case, unless, immediately following such reorganization, merger or consolidation, (i) more than sixty percent (60%) of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all the individuals and entities who were

the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportion as their ownership immediately prior to such reorganization, merger or consolidation of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such reorganization, merger or consolidation and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, thirty-three percent (33%) or more of the Outstanding Company Common Stock or the Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, thirty-three percent (33%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were the Incumbent Directors at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or

(d)Approval by the shareholders of the Company of (i) a complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all or substantially all the assets of the Company, other than to a corporation with respect to which immediately following such sale or other disposition, (A) more than sixty percent (60%) of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, thirty-three percent (33%) or more of the Outstanding Company Common Stock or the Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, thirty-three percent (33%) or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors, and (C) at least a majority of the members of the board of directors of such corporation were approved by a majority of the Incumbent Directors at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of the Company’s assets.

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EX-10.24

Exhibit 10.24

PONIARD PHARMACEUTICALS, INC.
AMENDED AND RESTATED
KEY EXECUTIVE SEVERANCE AGREEMENT

This Amended and Restated Key Executive Severance Agreement (this “Agreement”), dated as of March 3, 2008, is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washington corporation (formerly known as NeoRx Corporation and as supplemented by Section 10, the “Company”), and CAROLINE LOEWY (the “Executive”).

The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to ensure that the Company will have the continued dedication of the Executive, notwithstanding the fact that the Executive does not have any form of traditional employment contract or other assurance of job security. The Board believes it is imperative to diminish any distraction of the Executive arising from the personal uncertainty and insecurity that arises in the absence of any assurance of job security by providing the Executive with reasonable compensation and benefit arrangements in the event of termination of the Executive’s employment by the Company under certain defined circumstances.

In order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

1.Term

The initial term of this Agreement (the “Initial Term”) shall be for a period of one (1) year from the date of this Agreement as first appearing above; provided, however, that this Agreement shall automatically renew for successive additional one (1) year periods (“Renewal Terms”), unless notice of nonrenewal is given by either party to the other party at least nine (9) months prior to the end of the Initial Term or any Renewal Term, and provided further that if a Change of Control (as defined in the Change of Control Agreement referenced in Section 16 hereof) occurs during the Term, the Term shall automatically extend for the duration of the Employment Period (as defined in the Change of Control Agreement). The “Term” of this Agreement shall be the Initial Term plus all Renewal Terms and, if applicable, the duration of the Employment Period. At the end of the Term, this Agreement shall terminate without further action by either the Company or the Executive.

2.Employment

The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company or by any affiliated or successor company is

“at will” and may be terminated by either the Executive or the Company or its affiliated companies at any time with or without cause, subject to the termination payments prescribed herein.

3.Attention and Effort

During any period of time that the Executive remains in the employ of the Company, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive will devote all of the Executive’s productive time, ability, attention and effort to the business and affairs of the Company and the discharge of the responsibilities assigned to the Executive hereunder, and will seek to perform faithfully and efficiently such responsibilities. It shall not be a violation of this Agreement for the Executive to (a) serve on corporate, civic or charitable boards or committees, (b) deliver lectures, fulfill speaking engagements or teach at educational institutions, (c) manage personal investments, or (d) engage in activities permitted by the policies of the Company or as specifically permitted by the Company, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities in accordance with this Agreement. It is expressly understood and agreed that to the extent any such activities have been conducted by the Executive prior to the Term, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) during the Term shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

4.Termination

During the Term, employment of the Executive may be terminated as follows, but, in any case, the nondisclosure provisions set forth in Section 7 hereof shall survive the termination of this Agreement and the termination of the Executive’s employment with the Company:

4.1By the Company or the Executive

At any time during the Term, the Company may terminate the employment of the Executive with or without Cause (as defined below), and the Executive may terminate the Executive’s employment for Good Reason (as defined below) or for any reason, upon giving Notice of Termination (as defined below).

4.2Automatic Termination

This Agreement and the Executive’s employment shall terminate automatically upon the death or Total Disability of the Executive. The term “Total Disability” as used herein shall mean the Executive’s inability (with such accommodation as may be required by law and which places no undue burden on the Company), as determined by a physician selected by the Company and acceptable to the Executive, to perform the Executive’s essential duties for a period or periods aggregating twelve (12) weeks in any three hundred sixty-five (365) day period as a result of physical or mental illness, loss of legal capacity or any other cause

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beyond the Executive’s control, unless the Executive is granted a leave of absence by the Board.

4.3Notice of Termination

Any termination by the Company or by the Executive during the Term shall be communicated by Notice of Termination to the other party given in accordance with Section 9 hereof. The term “Notice of Termination” shall mean a written notice that (a) indicates the specific termination provision in this Agreement relied upon and (b) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

4.4Date of Termination

“Date of Termination” means (a) if the Executive’s employment is terminated by reason of death, the last day of the calendar month in which the Executive’s death occurs, (b) if the Executive’s employment is terminated by reason of Total Disability, immediately upon a determination by the Company of the Executive’s Total Disability, and (c) in all other cases, ten (10) days after the date of personal delivery or mailing of the Notice of Termination. The Executive’s employment and performance of services will continue during such ten (10) day period; provided, however, that the Company may, upon notice to the Executive and without reducing the Executive’s compensation during such period, excuse the Executive from any or all of the Executive’s duties during such period.

5.Termination Payments

In the event of termination of the Executive’s employment during the Term, all compensation and benefits shall terminate, except as specifically provided in this Section 5.

5.1Termination by the Company Other Than for Cause or by the Executive for Good Reason

If during the Term the Company terminates the Executive’s employment other than for Cause or the Executive terminates the Executive’s employment for Good Reason, the Executive shall be entitled to:

(a)receive payment of the following accrued obligations (the “Accrued Obligations”):

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(i)the Executive’s then current annual base salary through the Date of Termination to the extent not theretofore paid;

(ii)any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and

(iii)any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid;

(b)for nine (9) months after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and the Executive’s family members, if applicable, that the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”); and

(c)an amount as severance pay equal to seventy five percent (75%) of the Executive’s then current annual base salary for the fiscal year in which the Date of Termination occurs, subject to payment as set forth in Sections 5.5 and 5.9 hereof.

5.2Termination for Cause or Other Than for Good Reason

If during the Term the Executive’s employment shall be terminated by the Company for Cause or by the Executive for other than Good Reason, this Agreement shall terminate without further obligation on the part of the Company to the Executive, other than the Company’s obligation to pay the Executive the Accrued Obligations to the extent theretofore unpaid.

5.3Expiration of Term

In the event the Executive’s employment is not terminated prior to expiration of the Term, this Agreement shall terminate without further obligation on the part of the Company to the Executive.

5.4Termination Because of Death or Total Disability

If the Executive’s employment is terminated during the Term by reason of the Executive’s death or Total Disability, this Agreement shall terminate automatically without further obligation on the part of the Company to the Executive or the Executive’s legal representatives under this Agreement, other than the Company’s obligation to pay the Executive the Accrued Obligations (which shall be paid to the Executive’s estate or

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beneficiary, as applicable in the case of the Executive’s death) and to provide COBRA Continuation.

5.5Payment Schedule

All payments of Accrued Obligations, or any portion thereof payable pursuant to this Section 5, other than deferred compensation pursuant to Section 5.1(a)(ii), shall be made to the Executive within ten (10) working days of the Date of Termination. Deferred compensation pursuant to Section 5.1(a)(ii) shall be payable pursuant to the terms of the deferred compensation program. Any severance payments payable to the Executive pursuant to Section 5.1(c) shall be made to the Executive in the form of salary continuation, payable at normal payroll intervals during the nine (9) month period following the Date of Termination (“Payment Period”). For purposes of determining the payment schedule, other than for deferred compensation pursuant to Section 5.1(a)(ii), to the extent that the payment schedule in this Section 5.5 would subject payments to the distribution requirements set forth in Section 409A(a)(2) of the Internal Revenue Code of 1986, as amended (“Code”), because the Date of Termination is different than the date that a person would be deemed to have had a separation from service within the meaning of Code Section 409A(a)(2)(i), the Date of Termination shall be treated as the latest date so as to not subject such payments to the distribution requirements set forth in Code Section 409A(a)(2). Notwithstanding the preceding provisions of this Section 5, if necessary to meet the requirements of subparagraphs (A)(i) and (B)(i) of Code Section 409A(a)(2), the amounts that would normally be paid during the first six months after the Executive’s separation from service within the meaning of Code Section 409A(a)(2) shall not be paid to an Executive  who is a specified employee (as defined in Code Section 409A(a)(2)(B)(i) in accordance with the procedures established by the Compensation Committee) until the six-month anniversary of the Executive’s separation from service.

5.6Cause

For purposes of this Agreement, “Cause” means cause given by the Executive to the Company and shall include, without limitation, the occurrence of one or more of the following events:

(a)a clear refusal to carry out any material lawful duties of the Executive or any directions of the Board or senior management of the Company reasonably consistent with those duties;

(b)persistent failure to carry out any lawful duties of the Executive or any directions of the Board or senior management reasonably consistent with those duties; provided, however, that the Executive has been given reasonable notice and opportunity to correct any such failure;

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(c)violation by the Executive of a state or federal criminal law involving the commission of a crime against the Company or any other criminal act involving moral turpitude;

(d)current abuse by the Executive of alcohol or controlled substances; deception, fraud, misrepresentation or dishonesty by the Executive; or any incident materially compromising the Executive’s reputation or ability to represent the Company with investors, customers or the public; or

(e)any other material violation of any provision of this Agreement by the Executive, subject to the notice and opportunity to cure requirements of Section 8 hereof.

5.7Good Reason

For purposes of this Agreement, “Good Reason” means:

(a)reduction of the Executive’s annual base salary to a level below the level in effect on the date of this Agreement, regardless of any change in the Executive’s duties or responsibilities;

(b)the assignment to the Executive of any duties materially inconsistent with the Executive’s position, authority, duties or responsibilities or any other action by the Company that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(c)the Company’s requiring the Executive to be based at any office or location more than fifty (50) miles from the city in which the Executive is currently employed by the Company, i.e., San Francisco, California or Seattle, Washington;

(d)any failure by the Company to comply with and satisfy Section 10 hereof, provided, however, that the Company’s successor has received at least ten (10) days’ prior written notice from the Company or the Executive of the requirements of Section 10 hereof; or

(e)any other material violation of any provision of this Agreement by the Company;

provided, however, that the Executive has notified the Company of such salary reduction, assignment, failure, situation or violation within ninety (90) days of its occurrence and there has been compliance with the notice and opportunity to cure requirements of Section 8 hereof.

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5.8General Release of Claims

As a condition to the payment contemplated by this Section 5, the Executive shall execute a general release and waiver of claims against the Company in a form satisfactory to the Company in its sole discretion. By way of example and not limitation, the general release and waiver of claims will include any claims for wages, bonuses, employment benefits, or damages of any kind whatsoever, arising out of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, any theory of wrongful discharge, any legal restriction on the Company’s right to terminate employment, or any federal, state or other governmental statute or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, the federal Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Washington Law Against Discrimination, or any other legal limitation on the employment relationship. Such release and waiver shall be delivered to the Company no later than the fifteenth day of the third month of the fiscal year following the year in which the Date of Termination occurs.

5.9Dispute Regarding Existence of Good Reason for Termination

In the event the Company disputes whether Good Reason existed for the Executive to terminate the Executive’s employment for Good Reason, the Company shall pay salary continuation as provided in Section 5.5 until the earliest of (i) settlement by the parties, (ii) determination by arbitration in accordance with Section 14 hereof that Good Reason did not exist, and (iii) completion of the payments required by Section 5.5 and Section 5.1(c) hereof. If, pursuant to Section 14 hereof, an arbitrator determines that Good Reason did not exist, the arbitrator shall also decide whether the Executive had a reasonable, good-faith basis for claiming that there was Good Reason to terminate. If the arbitrator determines that there was not such a basis, the Executive shall be obligated to repay promptly to the Company the salary continuation payments; if the arbitrator determines that there was such a basis, the Executive shall not be obligated to repay the salary continuation.

6.Representations, Warranties and Other Conditions

In order to induce the Company to enter into this Agreement, the Executive represents and warrants to the Company as follows:

6.1Health

The Executive is in good health and knows of no physical or mental disability that, with any accommodation that may be required by law and that places no undue burden on the Company, would prevent the Executive from fulfilling the Executive’s obligations hereunder. The Executive agrees, if the Company requests, to submit to reasonable periodic medical examinations by a physician or physicians designated, paid for and arranged by the Company. The Executive agrees that the examination’s medical report shall be provided to the Company.

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6.2No Violation of Other Agreements

The Executive represents that neither the execution nor the performance of this Agreement by the Executive will violate or conflict in any way with any other agreement or obligations by which the Executive may be bound.

7.Nondisclosure; Return of Materials

7.1Nondisclosure

Except as required by the Executive’s employment with the Company, the Executive will not, at any time during the term of employment by the Company, or at any time thereafter, directly, indirectly or otherwise, use, communicate, disclose, disseminate, lecture upon or publish articles relating to any confidential, proprietary or trade secret information without the prior written consent of the Company. The Executive understands that the Company will be relying on this covenant in continuing the Executive’s employment, paying the Executive’s compensation, granting the Executive any promotions or raises, or entrusting the Executive with any information that helps the Company compete with others.

7.2Return of Materials

All documents, records, notebooks, notes, memoranda, drawings or other documents made or compiled by the Executive at any time while employed by the Company, or in the Executive’s possession, including any and all copies thereof, shall be the property of the Company and shall be held by the Executive in trust and solely for the benefit of the Company, and shall be delivered to the Company by the Executive upon termination of employment or at any other time upon request by the Company.

8.Notice and Cure of Breach

Whenever a breach of this Agreement by either party is relied upon as justification for any action taken by the other party pursuant to any provision of this Agreement, other than clause (a), (b), (c) or (d) of Section 5.6 hereof, before such action is taken, the party asserting the breach of this Agreement shall give the other party at least twenty (20) days’ prior written notice of the existence and the nature of such breach before taking further action hereunder and shall give the party purportedly in breach of this Agreement the opportunity to correct such breach during the twenty (20) day period.

9.Form of Notice

Every notice required by the terms of this Agreement shall be given in writing by serving the same upon the party to whom it was addressed personally or by registered or certified mail, return receipt requested, at the address set forth below or at such other address as may hereafter be designated by notice given in compliance with the terms hereof:

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If to the Executive:	Caroline Loewy
	[Address]
If to the Company:	Poniard Pharmaceuticals, Inc.
	300 Elliott Avenue West, Suite 500
	Seattle, Washington 98119
	Attn: Chief Executive Officer
With a copy to:	Perkins Coie LLP
	1201 Third Avenue, 48th Floor
	Seattle, Washington 98101-3099
	Attn: James R. Lisbakken

Except as set forth in Section 4.4 hereof, if notice is mailed, such notice shall be effective upon mailing.

10.Assignment

This Agreement is personal to the Executive and shall not be assignable by the Executive.

The Company shall assign to and require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, the “Company” shall mean Poniard Pharmaceuticals, Inc. and any affiliated company or successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by contract, operation of law or otherwise; and as long as such successor assumes and agrees to perform this Agreement, the termination of the Executive’s employment by one such entity and the immediate hiring and continuation of the Executive’s employment by the succeeding entity shall not be deemed to constitute a termination or trigger any severance obligation under this Agreement. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

11.Waivers

No delay or failure by any party hereto in exercising, protecting or enforcing any of its rights, titles, interests or remedies hereunder, and no course of dealing or performance with respect thereto, shall constitute a waiver thereof. The express waiver by a party hereto of any right, title, interest or remedy in a particular instance or circumstance shall not constitute a waiver thereof in any other instance or circumstance. All rights and remedies shall be cumulative and not exclusive of any other rights or remedies.

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12.Amendments In Writing

No amendment, modification, waiver, termination or discharge of any provision of this Agreement, or consent to any departure therefrom by either party hereto, shall in any event be effective unless the same shall be in writing, specifically identifying this Agreement and the provision intended to be amended, modified, waived, terminated or discharged and signed by the Company and the Executive, and each such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given. No provision of this Agreement shall be varied, contradicted or explained by any oral agreement, course of dealing or performance or any other matter not set forth in an agreement in writing and signed by the Company and the Executive.

13.Applicable Law

This Agreement shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Washington, without regard to any rules governing conflicts of laws.

14.Arbitration; Attorneys’ Fees

Except in connection with enforcing Section 7 hereof, for which legal and equitable remedies may be sought in a court of law, any dispute arising under this Agreement shall be subject to arbitration. The arbitration proceeding shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”) then in effect, conducted by one (1) arbitrator either mutually agreed upon or selected in accordance with the AAA Rules. The arbitration shall be conducted in King County, Washington, under the jurisdiction of the Seattle office of the American Arbitration Association. The arbitrator shall have authority only to interpret and apply the provisions of this Agreement, and shall have no authority to add to, subtract from or otherwise modify the terms of this Agreement. Any demand for arbitration must be made within sixty (60) days of the event(s) giving rise to the claim that this Agreement has been breached. The arbitrator’s decision shall be final and binding, and each party agrees to be bound by the arbitrator’s award, subject only to an appeal therefrom in accordance with the laws of the State of Washington. Either party may obtain judgment upon the arbitrator’s award in the Superior Court of King County, Washington.

If it becomes necessary to pursue or defend any legal proceeding, whether in arbitration or court, in order to resolve a dispute arising under this Agreement, the prevailing party in any such proceeding shall be entitled to recover its reasonable costs and attorneys’ fees. To the extent necessary to prevent Executive from being subject to any additional tax pursuant to Code Section 409A(a)(1)(B), any amounts payable to the Executive pursuant to this paragraph shall be paid in no event later than the year following the year during which such costs and fees were incurred.

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15.Severability

If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, for any reason, including, without limitation, the duration of such provision, its geographical scope or the extent of the activities prohibited or required by it, then, to the full extent permitted by law, (a) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intent of the parties hereto as nearly as may be possible, (b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision hereof, and (c) any court or arbitrator having jurisdiction thereover shall have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law.

16.Coordination With Change of Control Agreement

The Company and the Executive are entering into an Amended and Restated Change of Control Agreement (the “Change of Control Agreement”), which agreement provides for certain forms of severance and benefit payments in the event of termination of Executive’s employment under certain defined circumstances. This Agreement is in addition to the Change of Control Agreement, providing certain assurances to the Executive in circumstances that the Change of Control Agreement does not cover, and in no way supersedes or nullifies the Change of Control Agreement. Nevertheless, it is possible that a termination of employment by the Company or by the Executive may fall within the scope of both agreements. In such event, payments made to the Executive under Section 5.1 hereof shall be coordinated with payments made to the Executive under Section 8.1 of the Change of Control Agreement as follows:

(a)Accrued Obligations under this Agreement need not be paid if paid under the Change of Control Agreement;

(b)COBRA Continuation under this Agreement need not be provided if provided under the Change of Control Agreement; and

(c)the severance payment required under Section 5.1(c) hereof (and paid pursuant to Section 5.5 hereof) need not be paid to the extent a severance payment is made under Section 8.1(d) of the Change of Control Agreement, i.e., the credit from Section 8.1(d) of the Change of Control Agreement is applied as amounts become due under Section 5.5 hereof.

17.Excess Parachute Payments

Unless provided by Section 8.8 of the Change of Control Agreement, if any portion of the payments or benefits under this Agreement or any other agreement or benefit plan of the Company (including stock options) would be characterized as an “excess parachute payment” to the Executive under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive shall be paid any excise tax that the Executive owes under

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Section 4999 of the Code as a result of such characterization, such excise tax to be paid to the Executive at least ten (10) days prior to the date that the Executive is obligated to make the excise tax payment. The determination of whether and to what extent any payments or benefits would be “excess parachute payments” and the date by which any excise tax shall be due, shall be determined in writing by recognized tax counsel selected by the Company and reasonably acceptable to the Executive. Without limitation on the foregoing, the payments made pursuant to this Section 17 shall be made no later than the end of the year following the year in which the Executive remits such excise tax to the IRS.

18.Entire Agreement

This Agreement supersedes and replaces the Key Executive Severance Agreement, dated as of June 23, 2006, between the parties, and except as described in Section 16 hereof, this Agreement constitutes the entire agreement between the Company and the Executive with respect to the subject matter hereof, and all prior or contemporaneous oral or written communications, understandings or agreements between the Company and the Executive with respect to such subject matter, are hereby superseded and nullified in their entireties, except that the Proprietary Information and Invention Agreement between the Executive and the Company shall continue in full force and effect to the extent not superseded by Section 10 hereof.

19.Withholding

The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

20.409A Interpretation Provision

The Company intends that this Agreement fully comply with the payout and other limitations and restrictions imposed under Code Section 409A if and to the extent such Code Section 409A is otherwise applicable to payments under this Agreement and such compliance is necessary to avoid the penalties otherwise imposed under Code Section 409A. In this connection, the Company and Executive agree that the payout timing provisions and any other terms of this Agreement shall be interpreted and deemed modified, if and to the extent necessary, to comply with the payout and other limitations and restrictions imposed under Code Section 409A if and to the extent such Code Section 409A is otherwise applicable to this Agreement and such compliance is necessary to avoid the penalties otherwise imposed under Code Section 409A.

21.Counterparts

This Agreement may be executed in counterparts, each of which counterpart shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties have executed and entered into this Agreement effective on the date first set forth above.

PONIARD PHARMACEUTICALS, INC.
By:	/s/ Gerald McMahon
	Name: Gerald McMahon
	Its:  Chief Executive Officer
EXECUTIVE
By:	/s/ Caroline Loewy
Name:  Caroline Loewy

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EX-10.25

Exhibit 10.25

PONIARD PHARMACEUTICALS, INC.
AMENDED AND RESTATED
CHANGE OF CONTROL AGREEMENT

(SENIOR EXECUTIVE)

This Amended and Restated Change of Control Agreement (Senior Executive) (this “Agreement”), dated as of March 3, 2008, is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washington corporation (formerly known as NeoRx Corporation and as supplemented by Section 13, the “Company”), and CAROLINE LOEWY (the “Executive”).

The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to ensure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined in Section 1 hereof) of the Company.  The Board believes it is imperative to diminish the inevitable distraction of the Executive arising from the personal uncertainties and risks created by a pending or threatened Change of Control, to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with reasonable compensation and benefit arrangements upon a Change of Control.

In order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

1.Definitions

1.1“Change of Control” shall have the definition set forth in Appendix A hereto, which is hereby incorporated by reference.

1.2“Change of Control Date” shall mean the first date on which a Change of Control occurs.

1.3“Employment Period” shall mean the two (2) year period commencing on the Change of Control Date and ending on the second anniversary of such date.

1.4“Original Agreement” shall mean the Change of Control Agreement, dated as of June 23, 2006, between the parties.

1.5“Severance Agreement” shall mean the Amended and Restated Key Executive Severance Agreement, dated as of the date hereof, between the parties, as it may be amended from time to time, that provides for certain benefits related to termination of the Executive’s employment that are unrelated to a Change of Control.

2.Term

The initial term of this Agreement (“Initial Term”) shall be for a period of one (1) year from the date this Agreement as first appearing above; provided, however, that this Agreement shall automatically renew for successive additional one (1) year periods (“Renewal Terms”) unless notice of nonrenewal is given by either party to the other at least ninety (90) days prior to the end of the Initial Term or any Renewal Term, and provided further that if a Change in Control occurs during the Term, the Term shall automatically extend for the duration of the Employment Period.  The “Term” of this Agreement shall be the Initial Term plus all Renewal Terms and, if applicable, the duration of the Employment Period.  At the end of the Term, this Agreement shall terminate without further action by either the Company or the Executive.

3.Employment

3.1Employment Period

During the Employment Period, the Company hereby agrees to continue the Executive in its employ or in the employ of its affiliated companies, and the Executive hereby agrees to remain in the employ of the Company or its affiliated companies, in accordance with the terms and provisions of this Agreement; provided, however, that either the Company or the Executive may terminate the employment relationship subject to the terms of this Agreement.

3.2Position and Duties

During the Employment Period, the Executive’s position, authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the ninety (90) day period immediately preceding the Change of Control Date.

3.3Location

During the Employment Period, the Executive’s services shall be performed at the Company’s offices on the Change of Control Date at which the Executive was employed or any office that is subsequently designated by the Company and is less than thirty (30) miles from such location.

3.4Employment at Will

The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company or its affiliated companies is “at will” and may be terminated by either the Executive or the Company or its affiliated companies at any time with or without cause.  Moreover, if prior to the Change of Control Date, the Executive’s

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employment with the Company or its affiliated companies terminates for any reason, then the Executive shall have no further rights under this Agreement; provided, however, that the Company may not avoid liability for any termination payments that would have been required during the Employment Period pursuant to Section 8 hereof by terminating the Executive prior to the Employment Period where such termination is carried out in anticipation of a Change of Control and the principal motivating purpose is to avoid liability for such termination payments.

4.Attention and Effort

During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive will devote all of the Executive’s productive time, ability, attention and effort to the business and affairs of the Company and the discharge of the responsibilities assigned to the Executive hereunder, and will use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities.  It shall not be a violation of this Agreement for the Executive to (a) serve on corporate, civic or charitable boards or committees, (b) deliver lectures, fulfill speaking engagements or teach at educational institutions, (c) manage personal investments, or (d) engage in activities permitted by the policies of the Company or as specifically permitted by the Company, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities in accordance with this Agreement.  It is expressly understood and agreed that to the extent any such activities have been conducted by the Executive prior to the Employment Period, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) during the Employment Period shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

5.Compensation

As long as the Executive remains employed by the Company during the Employment Period, the Company agrees to pay or cause to be paid to the Executive, and the Executive agrees to accept in exchange for the services rendered hereunder by the Executive, the following compensation:

5.1Salary

The Executive shall receive an annual base salary (the “Annual Base Salary”), at least equal to the annual salary established by the Board or the Compensation Committee of the Board (the “Compensation Committee”) or the Chief Executive Officer for the fiscal year in which the Change of Control Date occurs.  The Annual Base Salary shall be paid in substantially equal installments and at the same intervals as the salaries of other executives of the Company are paid.  The Board or the Compensation Committee or the Chief Executive Officer shall review the Annual Base Salary at least annually and shall determine in good faith and consistent with any generally applicable Company policy any increases for future years.

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5.2Bonus

In addition to the Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual performance bonus (the “Annual Performance Bonus”) in cash at least equal to the average annualized (for any fiscal year consisting of less than twelve (12) full months) bonus paid or payable to the Executive by the Company and its affiliated companies in respect of the Executive’s performance during the three fiscal years (or such shorter period of employment) immediately preceding the fiscal year in which the Change of Control Date occurs.  Each Annual Performance Bonus shall be paid in the fiscal year following the fiscal year for which the Annual Performance Bonus is awarded, but no later than the fifteenth day of the third month of such subsequent fiscal year, unless the Executive shall elect to defer the receipt of the Annual Performance Bonus in accordance with the terms of the Company’s deferred compensation program.

6.Benefits

6.1Incentive, Retirement and Welfare Benefit Plans; Vacation

As long as the Executive remains employed by the Company during the Employment Period, the Executive shall be entitled to participate, subject to and in accordance with applicable eligibility requirements, in such fringe benefit programs as shall be generally made available to other executives of the Company and its affiliated companies from time to time during the Employment Period by action of the Board (or any person or committee appointed by the Board to determine fringe benefit programs and other emoluments), including, without limitation, paid vacations; any stock purchase, savings or retirement plan, practice, policy or program; and all welfare benefit plans, practices, policies or programs (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans or programs).

6.2Expenses

As long as the Executive remains employed by the Company during the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable employment expenses incurred by the Executive in accordance with the policies, practices and procedures of the Company and its affiliated companies in effect for the executives of the Company and its affiliated companies during the Employment Period.  Without limitation on the foregoing, reimbursement shall be made no later than the end of the fourth month of the year following the year in which the expense was incurred.

7.Termination

During the Employment Period, employment of the Executive may be terminated as follows, but, in any case, the nondisclosure provisions set forth in Section 10 hereof shall survive the termination of this Agreement and the termination of the Executive’s employment with the Company:

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7.1By the Company or the Executive

At any time during the Employment Period, the Company may terminate the employment of the Executive with or without Cause (as defined below), and the Executive may terminate the Executive’s employment for Good Reason (as defined below) or for any reason, upon giving the Notice of Termination (as defined below).

7.2Automatic Termination

This Agreement and the Executive’s employment during the Employment Period shall terminate automatically upon the death or Total Disability of the Executive.  The term “Total Disability” as used herein shall mean the Executive’s inability (with such accommodation as may be required by law and which places no undue burden on the Company), as determined by a physician selected by the Company and acceptable to the Executive, to perform the duties set forth in Section 3.2 hereof for a period or periods aggregating twelve (12) weeks in any three hundred sixty-five (365) day period as a result of physical or mental illness, loss of legal capacity or any other cause beyond the Executive’s control, unless the Executive is granted a leave of absence by the Board.  The Executive and the Company hereby acknowledge that the duties specified in Section 3.2 hereof are essential to the Executive’s position and that Executive’s ability to perform those duties is the essence of this Agreement.

7.3Notice of Termination

Any termination by the Company or by the Executive during the Employment Period shall be communicated by the Notice of Termination to the other party given in accordance with Section 12 hereof.  The term “Notice of Termination” shall mean a written notice that (a) indicates the specific termination provision in this Agreement relied upon and (b) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.  The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

7.4Date of Termination

During the Employment Period, “Date of Termination” means (a) if the Executive’s employment is terminated by reason of death, at the end of the calendar month in which the Executive’s death occurs, (b) if the Executive’s employment is terminated by reason of Total Disability, immediately upon a determination by the Company of the Executive’s Total Disability, and (c) in all other cases, ten (10) days after the date of personal delivery or mailing of the Notice of Termination.  The Executive’s employment and performance of services will continue during such ten (10) day period; provided, however, that the Company

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may, upon notice to the Executive and without reducing the Executive’s compensation during such period, excuse the Executive from any or all of the Executive’s duties during such period.

8.Termination Payments

In the event of termination of the Executive’s employment during the Employment Period, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this Section 8.

8.1Termination by the Company Other Than for Cause or by the Executive for Good Reason

If during the Employment Period the Company terminates the Executive’s employment other than for Cause or the Executive terminates the Executive’s employment for Good Reason, the Executive shall be entitled to:

(a)receive payment of the following accrued obligations (the “Accrued Obligations”):

(i)the Annual Base Salary through the Date of Termination to the extent not theretofore paid;

(ii)the product of (x) the Annual Performance Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is three hundred sixty-five (365);

(iii)any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any); and

(iv)any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent not theretofore paid;

(b)for one year after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Company shall pay the Executive’s premiums for health insurance benefit continuation for the Executive and the Executive’s family members, if applicable, which the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had the Executive remained employed by the Company (such continued payment is hereinafter referred to as “COBRA Continuation”);

(c)an amount as severance pay equal to one (1) times the Annual Performance Bonus payable with respect to the fiscal year in which the Date of Termination occurs;

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(d)an amount as severance pay equal to one (1) times the Annual Base Salary for the fiscal year in which the Date of Termination occurs; and

(e)immediate vesting of all outstanding stock options previously granted to the Executive by the Company.

8.2Termination for Cause or Other Than for Good Reason

If during the Employment Period the Executive’s employment shall be terminated by the Company for Cause or by the Executive for other than Good Reason, this Agreement shall terminate without further obligation on the part of the Company to the Executive, other than the Company’s obligation to pay the Executive (a) the Annual Base Salary through the Date of Termination, (b)  the amount of any compensation previously deferred by the Executive in accordance with the terms of the Company’s deferred compensation program, and (c) any accrued vacation pay that would be payable under the Company’s standard policy, in each case to the extent theretofore unpaid.

8.3Expiration of Term

In the event the Executive’s employment is not terminated prior to expiration of the Term, this Agreement shall terminate without further obligation on the part of the Company to the Executive, other than the Company’s obligation to pay the Executive the product of (a) the Annual Performance Bonus payable with respect to the fiscal year in which the Term expired and (b) a fraction the numerator of which is the number of days in the current fiscal year through the end of the Term and the denominator of which is three hundred sixty-five (365).  Such payment will be made in the fiscal year following the fiscal year in which the Term expired no later than the fifteenth day of the third month of such subsequent fiscal year.

8.4Termination Because of Death or Total Disability

If during the Employment Period the Executive’s employment is terminated by reason of the Executive’s death or Total Disability, this Agreement shall terminate automatically without further obligation on the part of the Company to the Executive or the Executive’s legal representatives under this Agreement, other than the Company’s obligation to pay the Executive the Accrued Obligations (which shall be paid to the Executive’s estate or beneficiary, as applicable in the case of the Executive’s death), and to provide COBRA Continuation.

8.5Payment Schedule

All payments of Accrued Obligations, or any portion thereof payable pursuant to this Section 8, other than deferred compensation pursuant to Section 8.1(a)(iii), shall be made to the Executive within ten (10) working days of the Date of Termination.  Deferred compensation pursuant to Section 8.1(a)(iii) shall be payable pursuant to the terms of the deferred compensation program.  Any payments payable to the Executive pursuant to

7

Section 8.1(c) and (d) hereof shall be made to the Executive in a lump sum within ten (10) working days of the Date of Termination.  For purposes of determining the payment schedule, other than for deferred compensation pursuant to Section 8.1(a)(iii), to the extent that the payment schedule in this Section 8.5 would subject payments to the distribution requirements set forth in Section 409A(a)(2) of the Internal Revenue Code of 1986, as amended (“Code”), because the Date of Termination is different than the date that a person would be deemed to have had a separation from service within the meaning of Code Section 409A(a)(2)(i), the Date of Termination shall be treated as the latest date so as to not subject such payments to the distribution requirements set forth in Code Section 409A(a)(2).  Notwithstanding the preceding provisions of this Section 8, if necessary to meet the requirements of subparagraphs (A)(i) and (B)(i) of Code Section 409A(a)(2), the amounts that would normally be paid during the first six months after the Executive’s separation from service within the meaning of Code Section 409A(a)(2) shall not be paid to an Executive who is a specified employee (as defined in Code Section 409A(a)(2)(B)(i) in accordance with the procedures established by the Compensation Committee) until the six-month anniversary of the Executive’s separation from service.

8.6Cause

For purposes of this Agreement, “Cause” means cause given by the Executive to the Company and shall include, without limitation, the occurrence of one (1) or more of the following events:

(a)a clear refusal to carry out any material lawful duties of the Executive or any directions of the Board or senior management of the Company, all reasonably consistent with the duties described in Section 3.2 hereof;

(b)persistent failure to carry out any lawful duties of the Executive described in Section 3.2 hereof or any directions of the Board or senior management reasonably consistent with the duties herein set forth to be performed by the Executive, provided, however, that the Executive has been given reasonable notice and opportunity to correct any such failure;

(c)violation by the Executive of a state or federal criminal law involving the commission of a crime against the Company or any other criminal act involving moral turpitude;

(d)current abuse by the Executive of alcohol or controlled substances; deception, fraud, misrepresentation or dishonesty by the Executive; or any incident materially compromising the Executive’s reputation or ability to represent the Company with investors, customers or the public; or

(e)any other material violation of any provision of this Agreement by the Executive, subject to the notice and opportunity-to-cure requirements of Section 11 hereof.

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8.7Good Reason

For purposes of this Agreement, “Good Reason” means

(a)the assignment to the Executive of any duties materially inconsistent with the Executive’s position, authority, duties or responsibilities as contemplated by Section 3.2 hereof or any other action by the Company that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(b)any failure by the Company to comply with any of the provisions of Section 5 or Section 6 hereof, other than an isolated and inadvertent failure not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(c)the Company’s requiring the Executive to be based at any office or location other than that described in Section 3.3 hereof;

(d)any failure by the Company to comply with and satisfy Section 13 hereof; provided, however, that the Company’s successor has received at least ten (10) days’ prior written notice from the Company or the Executive of the requirements of Section 13 hereof; or

(e)any other material violation of any provision of this Agreement by the Company;

provided, however, that the Executive has notified the Company of such assignment, failure, situation or violation within ninety (90) days of its occurrence and there has been compliance with the notice and opportunity-to-cure requirements of Section 11 hereof.

8.8Excess Parachute Limitation

If any portion of the payments or benefits for the Executive under this Agreement, the Severance Agreement, or any other agreement or benefit plan of the Company (including stock option plan) would be characterized as an “excess parachute payment” to the Executive under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive shall be paid any excise tax that the Executive owes under Section 4999 of the Code as a result of such characterization, such excise tax to be paid to the Executive at least ten (10) days prior to the date that the Executive is obligated to make the excise tax payment.  The determination of whether and to what extent any payments or benefits would be “excess parachute payments” and the date by which any excise tax shall be due, shall be determined in writing by recognized tax counsel selected by the Company and reasonably acceptable to the Executive.  Without limitation on the foregoing, the payments made pursuant to this

9

Section 8.8 shall be made no later than the end of the year following the year in which the Executive remits such excise tax to the IRS.

8.9Release

As a condition to receiving the payments and benefits under this Section 8, the Executive shall execute a general release and waiver of all claims against the Company, which release and waiver shall be in a form acceptable to the Company, in its reasonable discretion, and delivered to the Company no later than the fifteenth day of the third month of the fiscal year following the year in which the Date of Termination occurs.

9.Representations, Warranties and Other Conditions

In order to induce the Company to enter into this Agreement, the Executive represents and warrants to the Company as follows:

9.1Health

The Executive is in good health and knows of no physical or mental disability that, with any accommodation that may be required by law and that places no undue burden on the Company, would prevent the Executive from fulfilling the Executive’s obligations hereunder.  The Executive agrees, if the Company requests, to submit to reasonable periodic medical examinations by a physician or physicians designated by, paid for and arranged by the Company.  The Executive agrees that the examination’s medical report shall be provided to the Company.

9.2No Violation of Other Agreements

The Executive represents that neither the execution nor the performance of this Agreement by the Executive will violate or conflict in any way with any other agreement or obligations by which the Executive may be bound.

10.Nondisclosure; Return of Materials

10.1Nondisclosure

Except as required by the Executive’s employment with the Company, the Executive will not, at any time during the term of employment by the Company, or at any time thereafter, directly, indirectly or otherwise, use, communicate, disclose, disseminate, lecture upon or publish articles relating to any confidential, proprietary or trade secret information without the prior written consent of the Company.  The Executive understands that the Company will be relying on this Agreement in continuing the Executive’s employment, paying the Executive compensation, granting the Executive any promotions or raises, or entrusting the Executive with any information that helps the Company compete with others.

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10.2Return of Materials

All documents, records, notebooks, notes, memoranda, drawings or other documents made or compiled by the Executive at any time, or in the Executive’s possession, including any and all copies thereof, shall be the property of the Company and shall be held by the Executive in trust and solely for the benefit of the Company, and shall be delivered to the Company by the Executive upon termination of employment or at any other time upon request by the Company.

11.Notice and Cure of Breach

Whenever a breach of this Agreement by either party is relied upon as justification for any action taken by the other party pursuant to any provision of this Agreement, other than clause (a), (b), (c) or (d) of Section 8.6 hereof, before such action is taken, the party asserting the breach of this Agreement shall give the other party at least twenty (20) days’ prior written notice of the existence and the nature of such breach before taking further action hereunder and shall give the party purportedly in breach of this Agreement the opportunity to correct such breach during the twenty (20) day period.

12.Form of Notice

Every notice required by the terms of this Agreement shall be given in writing by serving the same upon the party to whom it was addressed personally or by registered or certified mail, return receipt requested, at the address set forth below or at such other address as may hereafter be designated by notice given in compliance with the terms hereof:

If to the Executive:	Caroline Loewy
	[Address]
If to the Company:	Poniard Pharmaceuticals, Inc.
	300 Elliott Avenue West, Suite 500
	Seattle, Washington 98119
	Attn: Chief Executive Officer
With a copy to:	Perkins Coie LLP
	1201 Third Avenue, 48th Floor
	Seattle, Washington 98101-3099
	Attn: James R. Lisbakken

Except as set forth in Section 7.4 hereof, if notice is mailed, such notice shall be effective upon mailing.

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13.Assignment

This Agreement is personal to the Executive and shall not be assignable by the Executive.

The Company shall assign to and require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, “Company” shall mean Poniard Pharmaceuticals, Inc. and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law, or otherwise.  All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

14.Waivers

No delay or failure by any party hereto in exercising, protecting or enforcing any of its rights, titles, interests or remedies hereunder, and no course of dealing or performance with respect thereto, shall constitute a waiver thereof.  The express waiver by a party hereto of any right, title, interest or remedy in a particular instance or circumstance shall not constitute a waiver thereof in any other instance or circumstance.  All rights and remedies shall be cumulative and not exclusive of any other rights or remedies.

15.Amendments in Writing

No amendment, modification, waiver, termination or discharge of any provision of this Agreement, or consent to any departure therefrom by either party hereto, shall in any event be effective unless the same shall be in writing, specifically identifying this Agreement and the provision intended to be amended, modified, waived, terminated or discharged and signed by the Company and the Executive, and each such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given.  No provision of this Agreement shall be varied, contradicted or explained by any oral agreement, course of dealing or performance or any other matter not set forth in an agreement in writing and signed by the Company and the Executive.

16.Applicable Law

This Agreement shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Washington, without regard to any rules governing conflicts of laws.

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17.Arbitration; Attorneys’ Fees

Except in connection with enforcing Section 10 hereof, for which legal and equitable remedies may be sought in a court of law, any dispute arising under this Agreement shall be subject to arbitration.  The arbitration proceeding shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”) then in effect, conducted by one arbitrator either mutually agreed upon or selected in accordance with the AAA Rules.  The arbitration shall be conducted in King County, Washington, under the jurisdiction of the Seattle office of the American Arbitration Association.  The arbitrator shall have authority only to interpret and apply the provisions of this Agreement, and shall have no authority to add to, subtract from or otherwise modify the terms of this Agreement.  Any demand for arbitration must be made within sixty (60) days of the event(s) giving rise to the claim that this Agreement has been breached.  The arbitrator’s decision shall be final and binding, and each party agrees to be bound to by the arbitrator’s award, subject only to an appeal therefrom in accordance with the laws of the State of Washington.  Either party may obtain judgment upon the arbitrator’s award in the Superior Court of King, County, Washington.

If it becomes necessary to pursue or defend any legal proceeding, whether in arbitration or court, in order to resolve a dispute arising under this Agreement, the prevailing party in any such proceeding shall be entitled to recover its reasonable costs and attorneys’ fees.  To the extent necessary to prevent Executive from being subject to any additional tax pursuant to Code Section 409A(a)(1)(B), any amounts payable to the Executive pursuant to this paragraph shall be paid in no event later than the year following the year during which such costs and fees were incurred.

18.Severability

If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, for any reason, including, without limitation, the duration of such provision, its geographical scope or the extent of the activities prohibited or required by it, then, to the full extent permitted by law, (a) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intent of the parties hereto as nearly as may be possible, (b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision hereof, and (c) any court or arbitrator having jurisdiction thereover shall have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law.

19.Entire Agreement

This Agreement supersedes and replaces the Original Agreement, and except as described in Section 23 hereof, this Agreement constitutes the entire agreement between the Company and the Executive with respect to the subject matter hereof, and all prior or contemporaneous oral or written communications, understandings or agreements between the

13

Company and the Executive with respect to such subject matter, are hereby superseded and nullified in their entireties, except that the Proprietary Information and Invention Agreement between the Company and the Executive shall continue in full force and effect to the extent not superseded by Section 10 hereof.

20.Withholding

The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

21.409A Interpretation Provision

The Company intends that this Agreement fully comply with the payout and other limitations and restrictions imposed under Code Section 409A if and to the extent such Code Section 409A is otherwise applicable to payments under this Agreement and such compliance is necessary to avoid the penalties otherwise imposed under Code Section 409A.  In this connection, the Company and Executive agree that the payout timing provisions and any other terms of this Agreement shall be interpreted and deemed modified, if and to the extent necessary, to comply with the payout and other limitations and restrictions imposed under Code Section 409A if and to the extent such Code Section 409A is otherwise applicable to this Agreement and such compliance is necessary to avoid the penalties otherwise imposed under Code Section 409A.

22.Counterparts

This Agreement may be executed in counterparts, each of which counterparts shall be deemed an original, but all of which together shall constitute one and the same instrument.

23.Coordination with Severance Agreement

The Severance Agreement that the parties entered into provides for certain forms of severance and benefit payments in the event of termination of the Executive’s employment.  This Agreement is in addition to the Severance Agreement and in no way supersedes or nullifies the Severance Agreement.  Nevertheless, it is possible that termination of employment by the Company or by the Executive may fall within the scope of both agreements.  In such event, payments made to the Executive under Section 8.1 hereof shall be coordinated with payments made to the Executive under Section 5.1 of the Severance Agreement as follows:

(a)Accrued Obligations under this Agreement shall be paid first, in which case Accrued Obligations need not be paid under the Severance Agreement;

(b)COBRA Continuation under this Agreement shall be provided first, in which case COBRA Continuation need not be provided under the Severance Agreement; and

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(c)the severance payment required under Section 8.1(d) hereof shall be paid first, in which case only that portion of any severance payment required under Section 5.1(c) of the Severance Agreement that is in excess of the severance payment required under Section 8.1(d) hereof shall be paid in accordance with the provisions of the Severance Agreement.

IN WITNESS WHEREOF, the parties have executed and entered into this Agreement effective on the date first set forth above.

PONIARD PHARMACEUTICALS, INC.
By:	/s/ Gerald McMahon
	Name: Gerald McMahon
	Its: Chief Executive Officer
EXECUTIVE
By:	/s/ Caroline Loewy
	Name: Caroline Loewy

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APPENDIX A

For purposes of this Agreement, a “Change of Control” shall mean:

(a)A “Board Change” that, for purposes of this Agreement, shall have occurred if a majority (excluding vacant seats) of the seats on the Board are occupied by individuals who were neither (i) nominated by a majority of the Incumbent Directors nor (ii) appointed by directors so nominated.  An “Incumbent Director” is a member of the Board who has been either (i) nominated by a majority of the directors of the Company then in office or (ii) appointed by directors so nominated, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in former Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person (as hereinafter defined) other than the Board; or

(b)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of (i) twenty percent (20%) or more of either (A) the then outstanding shares of Common Stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”), in the case of either (A) or (B) of this clause (i), which acquisition is not approved in advance by a majority of the Incumbent Directors, or (ii) thirty-three percent (33%) or more of either (A) the Outstanding Company Common Stock or (B) the Outstanding Company Voting Securities, in the case of either (A) or (B) of this clause (ii), which acquisition is approved in advance by a majority of the Incumbent Directors; provided, however, that the following acquisitions shall not constitute a Change of Control:  (x) any acquisition by the Company, (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (z) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (i), (ii) and (iii) of subsection (c) of this Appendix A are satisfied; or

(c)Approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case, unless, immediately following such reorganization, merger or consolidation, (i) more than sixty percent (60%) of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all the individuals and entities who were

the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportion as their ownership immediately prior to such reorganization, merger or consolidation of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such reorganization, merger or consolidation and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, thirty-three percent (33%) or more of the Outstanding Company Common Stock or the Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, thirty-three percent (33%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were the Incumbent Directors at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or

(d)Approval by the shareholders of the Company of (i) a complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all or substantially all the assets of the Company, other than to a corporation with respect to which immediately following such sale or other disposition, (A) more than sixty percent (60%) of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, thirty-three percent (33%) or more of the Outstanding Company Common Stock or the Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, thirty-three percent (33%) or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors, and (C) at least a majority of the members of the board of directors of such corporation were approved by a majority of the Incumbent Directors at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of the Company’s assets.

2

EX-10.36

Exhibit 10.36

*** Indicates confidential material that has been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission.  A complete copy of this agreement has been separately filed with the Securities and Exchange Commission.

COMMERCIAL PICOPLATIN ACTIVE PHARMACEUTICAL INGREDIENT
MANUFACTURING AGREEMENT

BETWEEN

PONIARD PHARMACEUTICALS, INC.

AND

W. C. HERAEUS GMBH

COMMERCIAL PICOPLATIN ACTIVE PHARMACEUTICAL INGREDIENT MANUFACTURING AGREEMENT

TABLE OF CONTENTS

Article 1 Interpretation		2
1.1	Definitions	2
1.2	Currency	5
1.3	Headings	5
1.4	Entire Agreement	5
1.5	Exhibits	6
1.6	Applicable Law and Venue	6
Article 2 Scope of Performance		6
2.1	Heraeus Services	6
2.2	Heraeus Investment and Equipment Installation	6
2.3	Quality Agreement	6
2.4	Manufacturing Report	7
2.5	CM&C Documentation	7
2.6	Processing Changes by PONIARD	7
2.7	Processing Changes by Heraeus	7
2.8	Notification of Deviations	7
2.9	Monitoring of Facilities	7
2.10	No Subcontracting	7
Article 3 Supply of Starting Materials		8
3.1	Supply of Materials	8
3.2	Waste Disposal	8
Article 4 Testing and Samples		8
4.1	Retention Samples	8
4.2	Batch Documentation	8
4.3	Release Testing	8
4.4	Release of Picoplatin API	8
4.5	Shipment and Release of Picoplatin API	9
Article 5 Forecast, Purchase Order, Price, Delivery and Payment		9
5.1	Forecasts	9
5.2	Product Orders.	9
5.3	Purchase Obligation.	9
5.4	Purchase Orders.	10
5.5	Picoplatin API Pricing	10
5.6	Shipping	10
5.7	Invoices	10
5.8	Payment of Invoices	10
5.9	Inspection of Picoplatin API	11
Article 6 Rejected Picoplatin API		11
6.1	Rejection of Nonconforming Picoplatin API	11

6.2	Dispute of Rejected Products	11
6.3	Replacement of Nonconforming Picoplatin API	12
6.4	Destruction of Rejected Products	12
Article 7 Intellectual Property Rights		12
7.1	Title	12
7.2	No Grant of Rights	12
7.3	Grant of License	13
7.4	Ownership of Process Improvements	13
7.5	Patents	13
7.6	Use of Trademarks	13
Article 8 Confidential Information		13
8.1	Obligation of Confidentiality	13
8.2	Disclosure with Consent	14
8.3	Publicity	14
8.4	Disclosure Required by Law	14
8.5	Duration of Obligation	14
Article 9 Representations and Warranties		14
9.1	Heraeus’s Representations and Warranties	14
9.2	PONIARD’s Representations and Warranties	15
9.3	NO OTHER WARRANTIES	16
Article 10 Indemnification		16
10.1	Scope of Indemnification	16
10.2	Indemnification Procedure	17
Article 11 Insurance		17
Article 12 Recalls		17
12.1	Implementation of Recalls	17
12.2	Heraeus’s Liability for Recall	18
12.3	PONIARD’s Liability for Recall	18
Article 13 Term and Termination		18
13.1	Term	18
13.2	Termination	18
13.3	Transfer of Technology	18
13.4	Return of Starting Materials and Equipment	19
13.5	Return of Confidential Information	19
13.6	Survival of Obligations	19
Article 14 General Provisions		20
14.1	Assignment	20
14.2	Force Majeure	20
14.3	Injunction	20
14.4	Notice	20
14.5	Relationship of Parties	21
14.6	Severability	21
14.7	Waiver	21

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EXHIBITS:
EXHIBIT A: PICOPLATIN SPECIFICATIONS AND PACKAGING	23
EXHIBIT B: OUTLINE OF PICOPLATIN MANUFACTURING PROCESS	27
EXHIBIT C: HERAEUS INVESTMENT AND DEDICATED EQUIPMENT FOR PICOPLATIN MANUFACTURE	28
EXHIBIT D: FORECASTING SYSTEM FOR PICOPLATIN	31
EXHIBIT E: COMMERCIAL PRICING PICOPLATIN / CALCULATION OF PAYBACK FOR DEDICATED EQUIPMENT COSTS / PAYBACK FOR DEDICATED EQUIPMENT COSTS	32

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COMMERCIAL PICOPLATIN ACTIVE PHARMACEUTICAL INGREDIENT MANUFACTURING AGREEMENT

THIS COMMERCIAL PICOPLATIN ACTIVE PHARMACEUTICAL INGREDIENT MANUFACTURING AGREEMENT (this “Agreement”) is made and entered into as of the 24 day of March, 2008 (the “Effective Date”)

BETWEEN:

PONIARD PHARMACEUTICALS, INC., a US company having an address at 300 Elliott Avenue, Suite 500, Seattle, Washington  98119, USA

(hereinafter referred to as “PONIARD”)

AND:

W. C. HERAEUS GMBH, a German company having an address at Heraeusstr. 12 – 14, 63450 Hanau, Germany

(hereinafter referred to as “Heraeus”)

WHEREAS:

A.	PONIARD is the owner of or controls certain technology and patent rights regarding the active pharmaceutical agent Picoplatin (also known by the codename “NX473”) which is being developed for use as a human pharmaceutical for oncology therapy;
B.	Heraeus has expertise, personnel, the facility for, and experience in manufacturing active pharmaceutical ingredients and is willing to conduct development and manufacturing activities for PONIARD for the manufacture and supply of the Picoplatin Active Pharmaceutical Ingredient (Picoplatin API, as defined below);
C.	PONIARD and Heraeus have entered into a Mutual Confidential Disclosure Agreement dated October 29, 2004 (the “Confidentiality Agreement”);
D.	Heraeus and PONIARD entered into a Picoplatin Active Pharmaceutical Ingredient Manufacturing Agreement on July 27, 2006. The subject matter of this agreement is the development and manufacture of the active pharmaceutical ingredient (API) Picoplatin by Heraeus for the purpose of clinical trials and development activities.
E.	PONIARD is now interested in Heraeus manufacturing the active pharmaceutical ingredient Picoplatin and delivering it to PONIARD for manufacture of final dosage pharmaceutical products which are intended to be used for commercial purposes by PONIARD and may be used for additional clinical trials and development activities.
F.	Already at the beginning of 2008 Heraeus has to make an investment in production equipment for a commercial delivery of Picoplatin API starting 2009.

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Article 1 Interpretation

1.1 Definitions

In this Agreement, the following terms shall have the meanings set forth below:

(a)	“Act” means the U.S. Food, Drug and Cosmetic Act of 1934 and the Public Health Service Act of 1944 and the regulations and guidelines promulgated thereunder, as the same may be amended from time to time;
(b)	“Affiliate” means any corporation or non-corporate business entity, which directly or indirectly controls, is controlled by, or is under common control with a party. A corporation or non-corporate business entity shall be regarded as in control of another corporation if it owns or directly or indirectly controls at least fifty percent (50%) of the voting stock of the other corporation or
	(i)	in the absence of the ownership of at least fifty percent (50%) of the voting stock of a corporation, or
	(ii)	in the case of a non-corporate entity, the power to direct or cause the direction of the management and policies of such corporation or non-corporate entity, as applicable;
(c)	“Batch” or “Lot” means, with respect to the Picoplatin API, each separate and distinct quantity of Picoplatin API processed under continuous conditions and designated by a batch or lot number;
(d)	“Batch Record” means the complete detailed manufacturing and control instructions and specifications for the each Batch or Lot of Picoplatin API, written and signed by Heraeus;
(e)	“Business Days” means a day that is not a Saturday or a Sunday or a national holiday in the United States or Germany;
(f)	“Certificate of Analysis” means a document certifying a Batch or Lot of Picoplatin API meets the Specifications, signed and dated by a duly authorized representative of the Quality Control or Quality Assurance Department of Heraeus;
(g)	“Certificate of Compliance” means a document certifying that the Batch or Lot of Picoplatin API was Processed according to cGMP Requirements and the Specifications, signed and dated by a duly authorized representative of Heraeus;
(h)	“cGMP Requirements” means
	(i)	the current Good Manufacturing Practices established by the FDA, TPD and EMEA and the applicable FDA, TPD and EMEA regulations, policies or guidelines in effect for the manufacture, processing, packing and holding of API products, and
	(ii)	the corresponding requirements of each other applicable jurisdiction for which PONIARD informs Heraeus from time to time in writing that the Picoplatin API is to be used in such jurisdiction and to which Heraeus agrees it can meet such requirements;
(i)	“Confidential Information” means any and all know-how, information and/or techniques disclosed by PONIARD or Heraeus to the other, as the case may be, relating to their respective technologies, products, research, processes and other activities and information, including, without limiting the generality of the foregoing, all research results, formulae, manufacturing methods and processes, data, specifications, plans, drawings, prototypes, models, documents,

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	recordings, instructions, manuals, papers, reports, studies, findings, business methods, operating procedures, production capacities, prices, market share and other market data, customer information or other materials of any nature whatsoever, whether written or otherwise, relating to same, provided that such disclosures shall not be considered “Confidential Information” for the purpose of this Agreement if and when it:
	(i)	is made subject to an order by judicial or administrative process requiring PONIARD or Heraeus, as the case may be, to disclose any Confidential Information of the other, provided however, that either party shall promptly notify the other and allow the other reasonable time to oppose such process before disclosing any of the Confidential Information of the other;
	(ii)	is or becomes generally available to the general public other than through a breach of this Agreement;
	(iii)	is obtained by PONIARD or Heraeus from a Third Party with a valid right to disclose it, provided that such Third Party is not under a confidentiality obligation to PONIARD or Heraeus, as the case may be;
	(iv)	is independently developed without reference to the other’s Confidential Information as evidenced by PONIARD’s or Heraeus’s (as the case may be) business records; or
	(v)	was possessed by either party prior to receipt from the other, other than through prior disclosure by PONIARD or Heraeus, as the case may be, as evidenced by their business records;
(j)	“Confidentiality Agreement” has the meaning ascribed thereto in Recital C;
(k)	“Delivery Date” means the date that Picoplatin API is to be delivered to a PONIARD designated carrier at Heraeus’s facilities;
(l)	“Dedicated Equipment Cost” means the cost of equipment dedicated to the manufacture of Picoplatin API as described in Exhibit C;
(m)	“EMEA” means the European Medicines Evaluation Agency and any successor thereto;
(n)	“Environmental Laws” means all applicable requirements under applicable statutes, regulations, rules, ordinances, codes, licenses, permits, orders, approvals, plans or other authorizations, as amended from time to time, of all applicable national, state and local governments and regulatory authorities thereof and all applicable judicial, administrative or regulatory judgments or orders, relating to the protection of human health or the environment, including, without limitation, any and all occupational health and safety requirements and procedures for the safe handling of the Picoplatin API and any Waste;
(o)	“Facility” means Heraeus’s manufacturing facility located at Heraeusstr. 12 – 14, 63450 Hanau, Germany;
(p)	“FDA” means the United States Food and Drug Administration and any successor thereto;
(q)	“Improvements” means, in relation to any Intellectual Property, any and all adaptations, improvements, enhancements, revisions and derivative works (whether complete or incomplete) thereof;
(r)	“Installation Qualification” means the documented verification required to comply with cGMP Requirements that all key aspects of the installation of the equipment and ancillary systems used or to be used in the Manufacturing Process adhere to the approved designs and the recommendations of the manufacturer;

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(s)	“Intellectual Property” means anything that is protected by any patents, trademarks, copyrights, trade secrets or any other intellectual or industrial property rights whatsoever and worldwide (whether registered or unregistered and including rights in any application for any of the foregoing);
(t)	“Manufacturing Process” means the activities set out in Exhibit B, the Master Batch Record and Heraeus’s standard operating procedures for the Processing and packaging of the Picoplatin API;
(u)	“Manufacturing Report” means a report prepared by Heraeus summarizing the manufacturing Batches and stability study data relating to Picoplatin API;
(v)	“Master Batch Record” means the complete detailed manufacturing and control instructions and specifications for the Manufacturing Process for Picoplatin API written and signed by Heraeus, as defined by the cGMP Requirements, and agreed to by both parties, and as may be revised by both parties from time to time;
(w)	“Materials” means raw materials, solvents and packaging used in the Processing to produce the Picoplatin API;
(x)	“NDA” means a New Drug Application, as defined in the Act and applicable regulations promulgated thereunder, as amended from time to time, and any foreign equivalent;
(y)	“Operational Qualification” means the documented verification required to comply with cGMP Requirements that the equipment and ancillary systems used in the Manufacturing Process perform as intended throughout anticipated operating ranges;
(z)	“Picoplatin Active Pharmaceutical Ingredient” (“Picoplatin API”) means (SP-4-3)-(cis)-Amminedichloro-[2-methylpyridine]platinum(II);
(aa)	“Picoplatin Drug Product” means the product produced from Picoplatin API for human use by PONIARD or its designee;
(bb)	“Picoplatin NDA Approval” means approval of an NDA necessary for commercial sale in a jurisdiction;
(cc)	“PONIARD Know How” means all inventions, ideas, manufacturing methods, processes, technical data, documentation, technology and other know how now or hereafter owned by or licensed to PONIARD, in, to or covering (i) Picoplatin API, (ii) Picoplatin Drug Product, or (iii) the manufacture, use or sale of Picoplatin API or Picoplatin Drug Product, including, without limitation, Improvements to any of the foregoing;
(dd)	“PONIARD Patent Rights” means United States and foreign patents and patent applications now or hereafter owned or controlled by PONIARD and under which Heraeus would need a license or sublicense to lawfully produce Picoplatin API for PONIARD under this Agreement;
(ee)	“Process Improvements” means any Improvements to the Manufacturing Process of Picoplatin API developed by Heraeus or PONIARD in connection with this Agreement that relate to or are useful or necessary for the Processing of Picoplatin API;
(ff)	“Processing” means the performance of the Manufacturing Process or a portion thereof and “Process,” “Processing” and “Processed” shall have comparable meanings;
(gg)	“Purchase Order” means written orders from PONIARD to Heraeus which shall specify (a) the quantity of Picoplatin API ordered, (b) shipping instructions (e.g. choice of container, temperature requirements), (c) delivery dates, and (d) delivery destinations;
(hh)	“Quality Agreement” means the addendum to this Agreement under which the parties allocate pharmaceutical quality responsibilities as set forth in Section 2.3;

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(ii)	“Recall” means:
	(i)	any action by PONIARD, Heraeus or any of their respective Affiliates, to recover possession of Picoplatin API shipped to Third Parties; or
	(ii)	any action by the FDA or any other applicable Regulatory Authority in any jurisdiction, to detain or destroy the Picoplatin API or prevent release of the Picoplatin API;
(jj)	“Regulatory Authority” means any federal, state, local or international regulatory agency, department, bureau, or other governmental agency having jurisdiction over the manufacture, use, sale, or distribution of the Picoplatin API, including, but not limited to, the FDA, TPD, and EMEA;
(kk)	“Released Batch Records” means the completed Batch Record and associated deviation reports, investigation reports and Certificates of Analysis created for each Batch or Lot of Picoplatin API as described in Section 4.2;
(ll)	“Specifications” means the specifications attached hereto in Exhibit A for which the Picoplatin API and packaging must comply to be considered acceptable, as may be revised from time to time by both parties as part of the regulatory process with the approval of applicable Regulatory Authorities;
(mm)	“Testing Documentation” means the documentation describing the results from testing to determine whether a Batch or Lot of Picoplatin API meets the requirements set out in the Specification as described in Section 4.3;
(nn)	“Third Party” shall mean any person or entity other than PONIARD or Heraeus and their respective Affiliates;
(oo)	“TPD” means the Health Canada Therapeutic Products Directorate and any successor thereto;
(pp)	“Validation Protocol” means the protocols developed by PONIARD and Heraeus setting out predetermined specifications and quality attributes to be met and the procedures to be adopted for any validation activities hereunder;
(qq)	“Validation Report” means the reports prepared by PONIARD and/or Heraeus describing the findings of any validation activities and comparing them against the applicable Validation Protocol; and
(rr)	“Waste” shall mean all rejects or waste relating to the manufacture or packaging of the Picoplatin API, including but not limited to rejected, or unusable Picoplatin API or Materials.

1.2 Currency

In this Agreement, all references to money or payments shall mean the lawful currency of the European Union and all payments made hereunder shall be made in that currency (Euro).

1.3 Headings

The headings in this Agreement are solely for convenience of reference and shall not be used for purposes of interpreting or construing the provisions hereof.

1.4 Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, and supersedes all prior written or oral agreements or understandings with respect thereto.  No party shall claim any amendment, modification, or release from any provision hereof by acknowledgement or

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acceptance or purchase order forms or otherwise, unless in writing signed by an authorized representative of each party.

1.5Exhibits

The Exhibits listed below and attached hereto shall be deemed to form an integral part of this Agreement:

Exhibit A	Picoplatin Specifications and Packaging
Exhibit B	Outline of Picoplatin Manufacturing Process
Exhibit C	Heraeus Investment and Dedicated Equipment for Picoplatin Manufacture
Exhibit D	Forecasting System for Picoplatin
Exhibit E	Commercial Pricing Picoplatin
	Calculation of Payback for Dedicated Equipment Costs
	Payback for Dedicated Equipment Costs

In the event of a conflict between the terms and conditions set out in this Agreement and the terms and conditions set out in any Exhibit hereto, the terms and conditions set out in this Agreement shall govern.

1.6Applicable Law and Venue

This Agreement shall be construed, interpreted and governed by the substantive laws of Switzerland, without regard to conflict of law principles to the contrary.  All disputes arising out of or in connection with the present Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce in Paris, France, by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be Paris, France. The language of arbitration shall be English.

Article 2 Scope of Performance

2.1Heraeus Services

Heraeus shall manufacture Picoplatin API according to cGMP Requirements, the Specifications and the Manufacturing Process and shall deliver Picoplatin API to PONIARD according to the form and package as described in Exhibit A.  Heraeus shall furnish all Materials, labor, equipment and facilities necessary for the manufacturing of the Picoplatin API and all other activities set out in this Agreement, including, without limitation, in-process and finished product quality control analyses, storage and packaging of the Picoplatin API, and shipping of the Picoplatin API in accordance with PONIARD’s instructions.

2.2Heraeus Investment and Equipment Installation

Heraeus shall undertake to finance and install the equipment listed in Exhibit C – hereinafter referred to as “Investment” - within the time frame defined in Exhibit C.  PONIARD shall undertake to repay Heraeus for the Investment in the amount mentioned in Exhibit C based on manufacture and delivery of Picoplatin API by Heraeus as defined in Section 5.3, Purchase Obligation.  Heraeus will own the equipment and will undertake any necessary on-going maintenance and qualification of the equipment to ensure it continues to meet cGMP Requirements during its use for the manufacture of Picoplatin API.

2.3Quality Agreement

For the manufacturing of Picoplatin API by Heraeus, the parties shall conclude a Quality Agreement to allocate and coordinate the pharmaceutical quality responsibilities.  In case of any inconsistencies between this Agreement and the Quality Agreement, the Quality Agreement will prevail for matters of

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quality and regulatory compliance and this Agreement shall prevail for all business, legal, or financial issues, unless otherwise explicitly agreed to in writing by the parties.

2.4Manufacturing Report

Within 30 days following the annual anniversary of the first Picoplatin NDA Approval, Heraeus shall provide to PONIARD a Manufacturing Report concerning the Picoplatin API data from the 12 months preceding the NDA approval anniversary.

2.5CMC Documentation

Heraeus shall supply all information required by PONIARD in support of the Chemistry, Manufacturing & Control (“CMC”) section of PONIARD’s regulatory filings for Picoplatin API.  Heraeus shall cooperate with, and provide timely support and assistance to, any consultant that PONIARD selects to write the documentation described in this Section 2.5.

2.6Processing Changes by PONIARD

PONIARD and Heraeus shall agree in writing to any changes to the Specifications, any applicable Validation Protocols, any other specified analytical procedure or process specified by PONIARD or any starting materials used in the Processing of Picoplatin API, and the relevant documents and related exhibits to this Agreement shall be revised accordingly.  Any such changes made by PONIARD that significantly impact the cost of Processing, including any such changes to accommodate the cGMP Requirements of countries other than the United States, Canada or members of the European Union, and which Heraeus is capable of implementing, shall be reflected in a corresponding equitable increase or decrease in the fees paid by PONIARD under this Agreement, which increase or decrease shall be set forth in an amendment to this Agreement signed by both parties.

2.7Processing Changes by Heraeus

Heraeus shall make no changes to:

(a)The Manufacturing Process, Specifications, development protocols, any applicable Validation Protocols or any other specified analytical procedure or process specified by both parties; or

(b)any starting materials used in the Processing to produce the Picoplatin API;

without the prior written consent of PONIARD.

2.8Notification of Deviations

During the Processing to produce each Batch, Heraeus shall provide notice to PONIARD of any deviations and nonconformities from the approved Manufacturing Process. The promptness of notification shall be commensurate with the potential impact of the deviation or nonconformance.

2.9Monitoring of Facilities

PONIARD shall have the right to have representatives of its (or its designee’s) quality assurance or manufacturing personnel present in Heraeus’s facilities to observe the manufacturing activities.  Heraeus shall use its best efforts to prevent Third Parties from observing Picoplatin API Batch Processing at the Facility.

2.10No Subcontracting

Heraeus shall not subcontract to any Third Party any of the development or Processing activities to be performed by Heraeus under this Article 2 without the prior written consent of PONIARD.

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Article 3 Supply of Starting Materials

3.1Supply of Materials

Heraeus shall be responsible for the planning and supply of all Materials required for the Processing to produce each Batch of Picoplatin API purchased by PONIARD in accordance with Section 5.2 and shall order all Materials from vendors mutually agreed to by the parties.  Heraeus shall not change the vendor of any Materials without the prior written consent of PONIARD.  Before release for use, Heraeus shall conduct testing of all such Materials following Heraeus’s standard operating procedures, or as otherwise approved by PONIARD.

3.2Waste Disposal

Heraeus shall hire, direct, and pay for waste contractors to remove all Waste from the Facility in accordance with all applicable material safety data sheets.  Heraeus shall ensure that all Waste disposal at the Facility shall be performed by or for Heraeus in accordance with all applicable Environmental Laws of Germany.

Article 4 Testing and Samples

4.1Retention Samples

For each Lot, Heraeus shall maintain retention samples and store such samples in accordance with cGMP Requirements and Heraeus’s internal quality assurance standard operating procedures, and shall notify PONIARD in writing before disposing of any such samples.  Upon written request from PONIARD and at PONIARD’s expense, Heraeus shall grant to PONIARD the right to examine any such retention samples.

4.2Batch Documentation

For each Batch Processed under this Agreement, Heraeus shall deliver the following to PONIARD no later than *** (***) Business Days following the completion of product packaging for each Batch:

(a)a copy of Heraeus’s quality assurance reviewed Released Batch Record for the Batch;

(b)a copy of Heraeus’s quality assurance reviewed analytical testing data for the Batch;

(c)a copy of all deviation and investigation reports concerning the Batch;

(d)a Certificate of Compliance; and

(e)a Certificate of Analysis for the Batch.

4.3Release Testing

(a)Heraeus shall perform testing, in accordance with the specifications set out the Exhibits, of each Batch Processed to determine whether such Batch meets the requirements set out in the Specifications.

4.4Release of Picoplatin API

(a)PONIARD shall release each Batch of Picoplatin API manufactured by Heraeus under this Agreement after receipt and approval by PONIARD of the documentation described in Section 4.2.

(b)PONIARD may reject, by written notice to Heraeus, any Batch of Picoplatin API on the grounds that:

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(i)the Picoplatin API does not comply with the Specifications; or

(ii)the Picoplatin API or its Processing does not comply with cGMP Requirements.

PONIARD shall include in each notice of rejection hereunder, a description of the deficiency and copies of any test reports and testing methodology conducted on any samples tested.

(c)Heraeus shall not ship or transfer any rejected Batch without the prior written consent of PONIARD, and PONIARD and Heraeus shall comply with the requirements set out in Article 6.

4.5Shipment and Release of Picoplatin API

Except as otherwise agreed on by PONIARD and Heraeus, Heraeus shall ship each Batch in accordance with Section 5.6 as soon as reasonably possible after release of the Batch by PONIARD.  Heraeus shall store the Picoplatin API *** prior to shipment.

Article 5 Forecast, Purchase Order, Price, Delivery and Payment

5.1Forecasts

Commencing on the Effective Date and prior to *** of each *** thereafter, PONIARD shall provide Heraeus in writing *** forecast, for each *** during the remainder of the Term, of PONIARD’s estimated contract requirements for Picoplatin API (the “Long Range Forecast”). Commencing on the Effective Date and prior to the *** (***) *** of *** thereafter, PONIARD shall provide Heraeus in writing a *** (***) *** rolling forecast of PONIARD’s estimated requirements for the Picoplatin API (the “Rolling Forecast”). Heraeus and PONIARD specifically agree that ***.

5.2Product Orders.

During ***, Heraeus shall supply PONIARD with the quantity of Picoplatin API ordered by PONIARD, unless the quantity for *** exceeds *** (***%) of the Rolling Forecast for ***, in which event Heraeus shall use good faith efforts to supply quantities in excess of *** percent (***%) of the Rolling Forecast for ***.  In no event shall Heraeus be required to supply quantities in excess of its manufacturing capacity of *** kg per ***.  PONIARD shall order from Heraeus not less than ***% of PONIARD’s *** commercial requirements of Picoplatin API, subject to market demands and Heraeus’s capacity to manufacture product.

5.3Purchase Obligation.

In the event PONIARD does not purchase from Heraeus a minimum of *** kg during the period from the Effective Date until Dec 31, 2013, PONIARD shall pay the residual amortization of the Dedicated Equipment Cost based on the formula in Exhibit E.  In the event PONIARD decides not to pursue the development of Picoplatin prior to purchasing such *** kg, PONIARD shall pay the residual amortization of the Dedicated Equipment Cost based on the formula in Exhibit E.  In the event this Agreement is terminated by Poniard pursuant to Section 13.2 or 14.2, Poniard shall not be responsible for paying the residual amortization of Dedicated Equipment Cost based on the formula in Exhibit E.

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5.4Purchase Orders.

PONIARD shall submit Purchase Orders to Heraeus covering PONIARD’s purchases of Picoplatin API pursuant to this Agreement.  PONIARD shall not, without the written consent of Heraeus, designate a Delivery Date in a Purchase Order earlier than *** (***) months from the date PONIARD submits the Purchase Order.

Heraeus shall provide a confirmation of receipt of each Purchase Order confirming the Delivery Date that Heraeus will meet and setting forth Heraeus’s filling date for such order.  Upon sending of the confirmation, such Purchase Order shall become a “Firm Purchase Order.”

If Heraeus is unable to meet the Delivery Date specified by PONIARD, Heraeus shall so notify PONIARD within *** business days of receiving PONIARD’s Purchase Order and provide to PONIARD an alternative Delivery Date, which shall not be more than *** (***) calendar days later than the initial Delivery Date designated by PONIARD in its Purchase Order.

To the extent of any conflict between Purchase Orders submitted by PONIARD, Heraeus’s confirmation and this Agreement, this Agreement shall control.

5.5Picoplatin API Pricing

PONIARD shall pay Heraeus the fees specified in Exhibit E and in accordance with the terms of this Agreement.  Except as otherwise provided in this Agreement, PONIARD shall not be responsible for any changes in the fees unless expressly agreed by PONIARD in writing.  PONIARD shall make all requests for additional work to be performed under this Agreement in writing under Section 2.6, and Heraeus shall provide PONIARD a cost estimate for such work.

5.6Shipping

All Batches ordered by PONIARD under Section 5.4 and documentation therefor shall be properly packed, marked and shipped to the PONIARD-designated facilities in accordance with the Specifications, the terms of this Agreement, and PONIARD’s reasonable written instructions for shipping and packaging.  For purposes of this Agreement, delivery of the Picoplatin API by Heraeus to PONIARD shall be deemed to have taken place upon delivery of the shipment to a PONIARD-designated carrier at Heraeus’s facilities.  PONIARD shall pay all shipping charges (including freight insurance) actually incurred by Heraeus to ship the Picoplatin API to PONIARD in accordance with PONIARD’s shipping instructions.  If Heraeus pays on behalf of PONIARD any shipping or other charges required to be paid by PONIARD under this Section, Heraeus shall include such charges on its invoice to PONIARD under Section 5.7.

5.7Invoices

Heraeus shall issue invoices to PONIARD for each purchase order placed under Section 5.4 per the payment terms stated on the purchase order or after the release under Section 4.4 of the Batch corresponding to the purchase order.  All such invoices shall include any applicable sales tax and shipping costs as separate line items and shall not be issued prior to acceptance of the Picoplatin API by PONIARD (Section 5.9).

5.8Payment of Invoices

Each invoice provided by Heraeus to PONIARD hereunder shall be paid by PONIARD to Heraeus by check or wire transfer of funds within thirty (30) calendar days after the receipt of the invoice.  The payment of any invoice hereunder shall not in any way be deemed to be an acceptance of any Batch, or a waiver of the requirements for release thereof.

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5.9Inspection of Picoplatin API

Within *** (***) working days after receipt of the Released Batch Record, the Testing Documentation Certificate of Analysis and Certificate of Compliance at Poniard, Poniard shall determine whether material conforms to the Product Specifications and was manufactured according to cGMP Requirements and is therefore deemed accepted.

Poniard is obligated to inspect each batch of Picoplatin API manufactured and delivered by Heraeus for conformance with the Specifications within *** (***) working days of receipt of the Picoplatin API and if the product meets the Specifications, is therefore deemed accepted.  However, PONIARD shall have the right to revoke acceptance if, within *** (***) months of receipt of the Batch, PONIARD discovers latent defects not reasonably discoverable during a proper chemical incoming goods inspection at time of acceptance.  If nonconformance with the Specifications of the delivered Picoplatin API is of such kind that it could not be detected during a proper chemical incoming goods inspection, PONIARD shall be obligated to send a written notice of defects to Heraeus regarding any nonconformance with the Specifications within *** (***) working days as of the date of getting knowledge of such nonconformance with the Specifications.  If PONIARD fails to notify Heraeus in writing within the applicable time periods set forth in this Section 5.9 that any shipment of Picoplatin API does not conform to the Specifications, then PONIARD shall be deemed to have accepted the Product and waived its right to revoke acceptance.

PONIARD may reject the shipment of Picoplatin API following release of the Batch pursuant to this Section 5.9 if Heraeus shipped the Picoplatin API in a manner that does not comply with PONIARD’s transportation and storage requirements or if PONIARD has grounds for rejection under Section 4.4(b).  All notices rejecting a shipment hereunder shall include a description of the grounds for rejection.  Heraeus shall not be liable for damage or loss to the Picoplatin API occurring following delivery of the Picoplatin API to PONIARD’s designated carrier, except where caused by Heraeus failing to provide proper instructions to PONIARD’s designated carrier or failure of Heraeus to properly package the Picoplatin API.

Article 6 Rejected Picoplatin API

6.1Rejection of Nonconforming Picoplatin API

If PONIARD detects nonconformance with the Specifications of Picoplatin API or cGMP Requirements, PONIARD shall notify Heraeus of the rejection including a detailed explanation of the nonconformance according to Section 4.4 or 5.9.  Upon receipt of such notice, Heraeus shall investigate such alleged nonconformance, and (a) if Heraeus agrees that such Picoplatin API was nonconforming at the time of delivery, Heraeus shall replace the Picoplatin API pursuant to Section 6.3 or (b) if Heraeus disagrees with PONIARD’s determination that such Picoplatin API was nonconforming at the time of delivery, Heraeus shall dispute the rejection pursuant to Section 6.2.

6.2Dispute of Rejected Products

Heraeus may, at its option, within *** (***) Business Days of receipt of any notice rejecting any Batch pursuant to Section 4.4 or 6.1 challenge such rejection by notifying PONIARD of such challenge in writing.

(a)In the event that Heraeus challenges a rejection caused by nonconformance of the Picoplatin API to the Specifications, PONIARD and Heraeus shall conduct a joint investigation to determine the cause of the failure.  If the parties cannot resolve this challenge within *** (***) Business Days after PONIARD’s receipt of Heraeus’s challenge, then the parties shall submit a sample of the Picoplatin API to an independent testing laboratory acceptable to both parties for testing against the Specifications.  The test results of the independent laboratory testing shall be final and

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binding upon PONIARD and Heraeus, and the fees and expense of such testing shall be borne by the party against which the independent laboratory makes its findings.

(b)In the event that Heraeus challenges a rejection caused by nonconformance to the cGMP Requirements, PONIARD and Heraeus shall conduct a joint investigation to determine the cause of the failure. If the parties cannot resolve this challenge within *** (***) Business Days after PONIARD’s receipt of Heraeus’s challenge, then the parties shall mutually agree to appoint an independent consultant with specific expertise in the cGMP area of dispute whose judgement will be final and binding upon PONIARD and Heraeus, and the fees and expense of such consultation shall be borne by the party against which the consultant makes their findings.

6.3Replacement of Nonconforming Picoplatin API

In the event that a shipment of Picoplatin API is nonconforming, Heraeus shall be obligated to deliver to PONIARD, within *** (***) working days from the date either of agreement by Heraeus of nonconformance or of determination of nonconformance pursuant to Section 6.2, conforming Picoplatin API as substitute.  If during the above mentioned grace period Heraeus should not deliver any Picoplatin API as substitute free of charge or if the Picoplatin API delivered subsequently should not be in conformance with the Specifications, PONIARD may withdraw from the respective Firm Purchase Order and claim damages from Heraeus instead of performance.  Such damages, in terms of amount, shall be limited to *** of the nonconforming quantity of Picoplatin API delivered.  Any claim for any loss of profit or loss of sales or any other economic loss shall be excluded unless Heraeus has caused such nonconformance of Picoplatin API intentionally.  PONIARD shall pay for the replacement Picoplatin API unless it has previously paid for the nonconforming Picoplatin API.

6.4Destruction of Rejected Products

PONIARD shall be obligated to return any rejected Picoplatin API to Heraeus, but only after the parties have followed the procedures specified under Section 6.3.  If the nonconformance was due to Heraeus’s negligence or misconduct or to Heraeus’s breach of its obligations under this Agreement, as may be agreed by Heraeus or determined by the independent testing laboratory or consultant named in Section 6.2, Heraeus shall receive the net platinum value of the rejected Picoplatin API and shall bear the costs associated with Picoplatin API replacement.  In the event that PONIARD chooses to return Picoplatin API conforming to the Specification at the time of delivery and which is fully paid by PONIARD for destruction, PONIARD shall receive the net platinum value of the rejected Picoplatin API.

Article 7 Intellectual Property Rights

7.1Title

Title to all work in process, including documentation, to manufacture the Picoplatin API, and all completed Picoplatin API, shall at all times remain in PONIARD.  The parties agree that, as between the parties, each party owns its respective Confidential Information and that PONIARD owns all PONIARD Patent Rights and PONIARD Know How.  Heraeus shall not intentionally use in the Manufacturing Process any Intellectual Property owned by any Third Party, except with the prior written consent of PONIARD.

7.2No Grant of Rights

Except as otherwise provided herein, neither party hereto shall be deemed by this Agreement to have been granted any right, title or interest in the Intellectual Property of the other party, expressly or by implication.

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7.3Grant of License

During the term of this Agreement, PONIARD hereby grants to Heraeus a paid up, royalty-free, non-exclusive license, without the right to sublicense, to PONIARD’s Know How and PONIARD Patent Rights reasonably necessary to conduct the manufacturing activities described in Article 2 to supply to PONIARD Picoplatin API hereunder, but only for such purposes.  The parties agree that the grant contained in this Section 7.3 is personal to Heraeus only, and Heraeus agrees to make use of PONIARD Patent Rights or PONIARD Know How only in accordance with this license and only by Heraeus.

7.4Ownership of Process Improvements

Any Process Improvements (whether or not patentable) developed by Heraeus shall be solely owned by PONIARD and shall be deemed to be PONIARD’s Confidential Information, and PONIARD may obtain patent, copyright and other Intellectual Property protection therein worldwide. Heraeus agrees to promptly disclose and hereby assigns to PONIARD as they occur any such Process Improvements developed by Heraeus during the course of fulfilling its obligations under this Agreement.  PONIARD shall grant a fully paid, royalty free, worldwide nonexclusive license without the right to sublicense, to Heraeus to use the Process Improvements without restriction except for the manufacture of Picoplatin API for a party other than PONIARD.

7.5Patents

With respect to any Process Improvements as defined in Article 1 (ee), PONIARD shall decide, at its sole discretion, whether, when and where to file any patent applications and whether to abandon any patents or patent applications.  Upon request by PONIARD, and at PONIARD’s cost, Heraeus shall provide PONIARD with reasonable assistance in obtaining or enforcing any Intellectual Property protection in PONIARD’s name covering any Process Improvements.

7.6Use of Trademarks

Nothing contained herein shall give either party any right to use any trademark of the other party except for labeling the Picoplatin API for PONIARD.  All trademarks and service marks adopted by PONIARD to identify the Picoplatin API are and shall remain the property of PONIARD.

Article 8 Confidential Information

8.1Obligation of Confidentiality

It is contemplated that in the course of the performance of this Agreement each party may, from time to time, disclose Confidential Information to the other.  Each party agrees:

(a)not, without the prior written consent of the other party, to disclose, publish or distribute any Confidential Information of the other party to any Third Party other than its attorneys, accountants, employees and agents who are under an obligation of confidentiality on terms substantially similar to those set out in this Agreement, who have been informed of the confidential nature of the Confidential Information and who require such information in the performance of their duties;

(b)not to use, copy, duplicate, reproduce, translate or adapt, either directly or indirectly, any of the Confidential Information of the other party for any purpose other than the performance of this Agreement, without the other party’s prior written approval; and

(c)to take all reasonable steps to prevent material in its possession that contains or refers to Confidential Information of the other party from being discovered, used or copied by Third

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Parties and that it shall use reasonable steps to protect and safeguard all Confidential Information of the other party in its possession from all unauthorized use or disclosure.

8.2Disclosure with Consent

A party receiving Confidential Information may, with the written consent of the disclosing party, disclose such Confidential Information to entities or persons other than its attorneys, accountants, employees and agents on such terms and conditions as the disclosing party may specify.

8.3Publicity

During the term of this Agreement, the parties agree that no press release or public announcement regarding this Agreement or the relationship of the parties (except to the extent that it may be legally required) shall be made unless mutually agreed to prior to the release or dissemination of any such press release or public announcement.

8.4Disclosure Required by Law

No provision of this Agreement shall be construed so as to preclude any disclosure of Confidential Information of Heraeus by PONIARD as may be inherent in or reasonably necessary to the securing from any Regulatory Authority of any necessary approval or license, including, without limitation, the filing of a NDA or a Validation Report with the FDA or its foreign equivalents.

8.5Duration of Obligation

Unless otherwise agreed between the parties, the obligations of the parties relating to Confidential Information set out in this Article 8 shall expire *** (***) years after expiration or earlier termination of this Agreement.

8.6Terms of the Agreement

The terms and existence of this Agreement shall be deemed the Confidential Information of PONIARD.

Article 9 Representations and Warranties

9.1Heraeus’s Representations and Warranties

Heraeus hereby represents and warrants to PONIARD as follows:

(a)Heraeus has been duly organized and is validly subsisting and in good standing in its jurisdiction of organization, has the power to enter this Agreement and to carry on the business as now being conducted;

(b)the financial statements of Heraeus furnished to PONIARD have been prepared by Heraeus’s accountants, are true, correct and complete in all material respects and present fairly the financial condition of Heraeus as of the date thereof, including Heraeus’s assets and liabilities as of such date and the revenues, expenses and results of Heraeus’s operations for the preceding fiscal year;

(c)Heraeus is up-to-date and not in default in respect of all payments to be made by it under any loans, agreements or other financing arrangements with any financial institution or other person;

(d)Heraeus shall conduct the manufacturing of the Picoplatin API hereunder in a competent, workmanlike fashion and in accordance with cGMP Requirements, the Master Batch Record, the Specifications and any applicable Validation Protocols at the Facility and all related manufacturing facilities and equipment shall satisfy Installation Qualification and Operational Qualification requirements, taking into account the requirements of the Project;

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(e)the manufacturing of the Picoplatin API shall be performed by Heraeus in accordance with the schedule set out in the Exhibits A-E, if this is technically feasible;

(f)the Facility, including equipment and systems, complies with cGMP Requirements;

(g)each Batch manufactured by Heraeus under this Agreement and designated in advance by PONIARD as a Batch to be used for final dosage pharmaceutical products which are intended to be used in humans shall comply with the Specifications and shall not be adulterated or misbranded within the meaning of the Act;

(h)all analytical work shall be performed in a manner and in a laboratory which complies with cGMP Requirements and all related testing procedures as well as all equipment shall be validated prior to the Processing;

(i)Heraeus shall not intentionally infringe or misappropriate the intellectual property rights of any Third Party in the Processing of the Picoplatin API or the performance of its obligations under this Agreement.  This shall not apply if the infringement or misappropriation by Heraeus is the result of complying with the instructions of PONIARD;

(j)all personnel furnished by Heraeus to perform the Processing shall be qualified to perform the tasks and functions which they are assigned;

(k)Heraeus is not debarred and has not and shall not use in any capacity the services of any person debarred under the provisions of the Generic Drug Enforcement Act of 1992, as amended from time to time and Heraeus shall immediately notify PONIARD if it or any of its personnel become subject of a debarment investigation by the FDA;

(l)the Processing of the Picoplatin API shall be performed by Heraeus in accordance with all in Germany applicable national, state and local laws, regulations, orders and guidelines, including, without limitation, all Environmental Laws of Germany;

(m)Heraeus has obtained and shall maintain in full force and effect all applicable licenses, permits, certificates, authorizations or approvals from governmental authorities necessary to support the Processing of the Picoplatin API under this Agreement;

(n)Heraeus has not made and shall not make any commitments to Third Parties inconsistent with or in derogation of Heraeus’s obligations under this Agreement, and Heraeus is free of any obligations that would prevent it from entering into this Agreement; and

(o)Heraeus has not made and shall not make, in the performance of the Processing of the Picoplatin API hereunder, any use of the Intellectual Property of any Third Party except as approved in writing by PONIARD.

9.2PONIARD’s Representations and Warranties

PONIARD hereby represents and warrants to Heraeus as follows:

(a)PONIARD has been duly incorporated and organized and is validly subsisting and in good standing in its jurisdiction of incorporation, has the corporate power to enter this Agreement and to carry on the business as now being conducted by it;

(b)PONIARD has obtained and shall maintain in full force and effect all applicable licenses, permits, certificates, authorizations or approvals required to be maintained by PONIARD in order for PONIARD to conduct its business;

(c)PONIARD shall be solely responsible that the Picoplatin API is fit for use as an active pharmaceutical ingredient and that Picoplatin API which has been manufactured by Heraeus in accordance with the Master Batch Record and conforming to the Specifications and delivered to

15

PONIARD will be used for Picoplatin program development activities and clinical studies and commercial sale of Picoplatin Drug Product;

(d)PONIARD shall be responsible that only such Picoplatin API that is in conformance with the Specifications will be used for the manufacture of final dosage pharmaceutical products;

(e)to the best of PONIARD’s knowledge, the PONIARD Know How and/or PONIARD Patent Rights as well as any and all instructions of PONIARD relating to the development, manufacture and delivery of Picoplatin API do not infringe any Third Party property rights. Should further instructions of PONIARD cause Heraeus to infringe any Third Party property rights, PONIARD shall indemnify Heraeus as set forth in 10.1 (a) (vi).

9.3NO OTHER WARRANTIES

THE WARRANTIES SET OUT IN SECTIONS 6.1, 9.1 AND 9.2 ARE THE SOLE WARRANTIES MADE BY EITHER PARTY TO THE OTHER, AND THERE ARE NO OTHER WARRANTIES, REPRESENTATIONS OR GUARANTEES OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, REGARDING THE LABELED PRODUCT OR ANY OTHER MATERIALS OR SERVICES TO BE SUPPLIED HEREUNDER, INCLUDING, BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  Heraeus makes no representation, warranty or guarantee of any kind, express or implied, with respect to the Specifications, any Validation Protocol or any other analytical procedures or processes, and in particular, Heraeus makes no representation, warranty or guarantee that such Specifications, protocols, procedures or processes shall be fit for any particular purpose, and PONIARD shall be obligated to satisfy itself that such Specifications, protocols, procedures and processes are suitable for and compatible with PONIARD’s intended purpose of use.  PONIARD hereby acknowledges that it has been advised by Heraeus to undertake its own due diligence with respect to the Specifications, protocols, procedures and processes provided, specified or agreed to by Heraeus under this Agreement.

Article 10 Indemnification

10.1Scope of Indemnification

(a)PONIARD shall defend, hold harmless and indemnify Heraeus and its Affiliates and their respective directors, officers, employees and agents (“Heraeus Indemnified Parties”), from and against all actions, claims, demands, proceedings, suits, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) (in this Article, “Claims”) of whatsoever kind or nature (including, without limitation, in respect of death, injury, loss or damage to any person or property) arising out of or resulting from any Third Party claim arising out or of resulting from:

(i)the use of the Picoplatin API by PONIARD;

(ii)the conduct of any clinical trials in which the Picoplatin API is used;

(iii)the promotion, marketing, distribution or sale by PONIARD, whether directly or through distributors, of the Picoplatin API; or

(iv)the use of the PONIARD Know How and/or PONIARD Patent Rights or any other instructions of PONIARD relating to the development or manufacture of Picoplatin API;

except to the proportionate extent that any such Claims were caused by the negligence or wrongful conduct of any Heraeus Indemnified Party, the failure of the Picoplatin API to conform to the Specifications or the breach of this Agreement by Heraeus.

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(b)Heraeus shall defend, hold harmless and indemnify PONIARD and its Affiliates and their directors, officers, employees and agents (“PONIARD Indemnified Parties”), from and against all Claims of whatsoever kind or nature including reasonable attorneys’ fees (including, without limitation, in respect of death, injury, loss or damage to any person or property) arising out of or resulting from any Third Party claim arising from or resulting from:

(i)any breach of any representation or warranty of Heraeus contained in this Agreement;

(ii)any failure by Heraeus to comply with the cGMP Requirements;

(iii)any personal injury or product liability relating to or arising from the Picoplatin API supplied by Heraeus under this Agreement, but only to the extent such personal injury or product liability arises from Heraeus’s negligence or wrongful conduct or breach of this Agreement or failure of the Picoplatin API to conform to the Specifications ;

except to the proportionate extent that any such Claim was caused by the negligence or wrongful conduct of any PONIARD Indemnified Party.

10.2Indemnification Procedure

The indemnities contained in this Article 10 shall be conditional on compliance with the terms and conditions set out in this Section 10.2.  The indemnifying party shall defend, contest, or otherwise protect against any such Claims at its own cost and expense provided that within one (1) month after having obtained knowledge of the assertion of such Claims written notice is given, of any Claims for which indemnification might be claimed.  The indemnified party may, but shall not be obligated to, participate at its own expense in a defense thereof by counsel of its own choosing, but the indemnifying party shall be entitled to control the defense unless the indemnified party has relieved the indemnifying party from liability with respect to the particular matter.  If the indemnifying party fails to timely and diligently defend, contest, or otherwise protect against any such Claims, the indemnified party may, but shall not be obligated to, defend, contest, or otherwise protect against the same, and make any compromise or settlement thereof and recover the costs thereof from the indemnifying party, including reasonable legal fees and costs and disbursements, and all amounts paid as a result of such Claims or the compromise or settlement thereof, provided, however, that if the indemnifying party undertakes the timely and diligent defense of such matter, the indemnified party shall not be entitled to recover from the indemnifying party for its costs incurred in the defense thereof.  The indemnified party shall cooperate and provide such assistance as the indemnifying party may reasonably request in connection with the defense of the matter subject to indemnification.  The indemnifying party shall not settle or compromise any Claim without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld.

Article 11 Insurance

Heraeus shall provide to PONIARD evidence that Heraeus has obtained insurance coverage reasonably satisfactory to PONIARD in relation to its manufacturing facilities and the performance of its obligations under this Agreement, including, without limitation, comprehensive general liability insurance, product liability insurance and any additional insurance required by any applicable laws.

Article 12 Recalls

12.1Implementation of Recalls

If either party has grounds to implement a Recall, the party recommending such Recall shall immediately notify the other party in writing of such grounds.  PONIARD shall have the sole responsibility to implement any Recall of the Picoplatin API.  Heraeus shall reasonably cooperate with PONIARD in implementing any Recall of the Picoplatin API.

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Nothing in Article 12.2 or 12.3 is intended to limit the indemnification provisions in Article 10.1.

12.2Heraeus’s Liability for Recall

In the event of a Recall arising from Heraeus’s breach of this Agreement or negligence or willful misconduct, Heraeus shall reimburse or credit PONIARD for any of Heraeus’s manufacturing fees, shipping fees, taxes, platinum cost and other charges, paid by PONIARD to Heraeus in respect of the Recalled Picoplatin API, including any Picoplatin API that cannot be shipped due to the Recall.

12.3PONIARD’s Liability for Recall

In the event of a Recall arising from PONIARD’s breach of this Agreement, PONIARD shall reimburse Heraeus for any costs reasonably expended by Heraeus to effect the Recall.

Article 13 Term and Termination

13.1Term

This Agreement shall be effective on the Effective Date and shall continue until December 31, 2013 thereafter (the “Initial Term”). This Agreement will be renewed automatically for *** commencing at the expiration of the Initial Term and *** commencing at the end of the first renewal term unless either PONIARD terminates the Agreement by giving Heraeus written notice of intent to terminate at least *** (***) months prior to the expiration of the Initial Term or the first renewal term or Heraeus terminates the Agreement by giving PONIARD written notice of intent to terminate at least *** (***) months prior to the expiration of the first renewal term. The Initial Term as may be extended is referred to herein as the “Term.”

13.2Termination

Upon the occurrence of the following events, this Agreement may be terminated on thirty (30) calendar days’ prior written notice:

(a)upon mutual agreement of the parties;

(b)by PONIARD upon any change of control of Heraeus;

(c)by PONIARD if Heraeus or any of its personnel performing services related to this Agreement becomes debarred;

(d)by either party if the other party makes a general assignment for the benefit of creditors, or if a petition in bankruptcy or under any insolvency law is filed by or against the other party and such petition is not dismissed within sixty (60) days after it has been filed; or

(e)by either party upon the breach of any material provision of this Agreement by the other party if the breach is not cured within thirty (30) calendar days after written notice thereof to the party in default;

(f)by Heraeus if PONIARD or any of its personnel dealing with Picoplatin API related to this Agreement becomes debarred.

13.3Transfer of Technology

On expiration or termination of this Agreement through any means and for any reason, the license granted to Heraeus shall terminate and Heraeus shall cooperate with PONIARD by providing to PONIARD, copies or drafts of, to the extent they exist:

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(a)Heraeus’s CM&C documentation in support of PONIARD’s filing of its NDA for Picoplatin;

(b)Development, Manufacturing and Validation Reports relating to the Picoplatin API;

(c)Heraeus’s Master Batch Records for the Picoplatin API;

(d)pertinent analytical reports and manufacturing instructions relating to the Picoplatin API; and

(e)all technology, know how, or other Intellectual Property relating to the Process Improvements, all in a form and with content reasonably satisfactory to PONIARD as required to enable PONIARD’s reasonably competent staff to transfer the Process of manufacturing the Picoplatin API (to the extent such Process exists at the time of termination) to a Third Party or an Affiliate of PONIARD.  Heraeus shall also conduct a technical review meeting with PONIARD to address issues raised by PONIARD regarding the information so provided.  PONIARD shall have a fully-paid, royalty-free, worldwide license, with right to sublicense, under such technology, know how or other Intellectual Property (to the extent not assigned to PONIARD pursuant to Article 7) to use, manufacture, have manufactured, sell and import Picoplatin.

(f)PONIARD shall reimburse Heraeus at a rate of EU *** per hour for personnel costs to assist in the transfer of the information provided in sections (a) – (e).

13.4Return of Starting Materials

On expiration or termination of this Agreement, Heraeus shall, within thirty (30) calendar days, return to PONIARD all supplies of Picoplatin API, process intermediates, and analytical reference materials in its possession or control in any form.  The cost of returning any such supplies shall be at PONIARD’s cost and expense.

13.5Return of Confidential Information

On expiration or termination of this Agreement unless otherwise agreed between the parties, each party shall:

(a)promptly cease all use of the Confidential Information of the other party and ensure that its employees cease all use thereof, except to the extent a license thereto survives expiration or termination of this Agreement; and

(b)upon written request of the other party,

(i)return to the other party all copies of the Confidential Information of the other party in its control or possession, subject to Section 13.3 and the retention of one (1) complete copy for archival purposes and to satisfy any applicable legal requirements; and

(ii)destroy any and all copies or other reproductions or extracts of the Confidential Information of the other party and all other documents, computer files, memoranda, notes or other writings prepared based on such Confidential Information.

13.6Survival of Obligations

Notwithstanding the termination of this Agreement, Articles 1, 8, 9, 10, 11, 12 and 14 and Sections 2.3, 3.2, 4.1, 7.1, 7.2, 7.4, 7.5, 7.6, 13.3, 13.4, 13.5 and 13.6 shall survive the expiration or earlier termination of this Agreement.  Upon termination of this Agreement for any reason other than a material breach by PONIARD and upon PONIARD’s request, outstanding Firm Purchase Orders must be completed under the terms of this Agreement which shall survive until the batch is accepted by Poniard.

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Article 14 General Provisions

14.1Assignment

This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns.  This Agreement shall be assignable in whole or in part by PONIARD without the consent of Heraeus, however, Heraeus shall not assign this Agreement in whole or in part without the prior written consent of PONIARD, such consent not to be unreasonably withheld.  Any assignee shall assume all obligations of its assignor under this Agreement.  No assignment shall relieve any party of responsibility for the performance of any accrued obligation that such party then has hereunder.  Any assignment in violation of this Section 14.1 shall be void.

14.2Force Majeure

Any delay in the performance of any of the duties or obligations of any party (except the payment of money due hereunder) caused by an event outside the affected party’s reasonable control shall not be considered a breach of this Agreement, and unless provided to the contrary herein, the time required for performance shall be extended for a period equal to the period of such delay.  Such events shall include without limitation, acts of God; insurrections; riots; embargoes; labor disputes, including strikes, lockouts, job actions, or boycotts; fires; explosions; floods; shortages of material or energy; delays in the delivery of raw materials; or other unforeseeable causes beyond the reasonable control and without the fault or negligence of the party so affected.  In order to take the benefit of this Section, the party so affected shall give prompt notice to the other party of such cause and shall take whatever reasonable steps are necessary to relieve the effect of such cause as rapidly as reasonably possible.  If performance is affected for a period of more than six (6) months, the unaffected party may terminate this Agreement by notice in writing to the affected party.

14.3Injunction

Each party agrees that the other party may be irreparably damaged if any provision of this Agreement is not performed in accordance with its terms.  Accordingly, each party shall be entitled to apply for an injunction or injunctions to prevent breaches of any of the provisions of this Agreement by the other party, without showing or proving any actual or threatened damage, notwithstanding any rule of law or equity to the contrary, and may specifically enforce such provisions by an action instituted in a court having jurisdiction.  These specific remedies are in addition to any other remedy to which the parties may be entitled at law or in equity.

14.4Notice

Unless otherwise provided herein, any notice required or permitted to be given hereunder shall be faxed, mailed by overnight mail, certified mail postage prepaid, or delivered by hand to the party to whom such correspondence is required or permitted to be given hereunder at the addresses set out below.  If mailed, any such correspondence shall be deemed to have been given five (5) Business Days after mailing, as evidenced by the postmark at the point of mailing.  If delivered by hand, any such correspondence shall be deemed to have been given when received by the party to whom such correspondence is given and if faxed, any such correspondence shall be deemed to have been given on the first Business Day following facsimile transmission, as evidenced by written and dated receipt of the receiving party.

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If to PONIARD:			With a copy to:
Poniard Pharmaceuticals, Inc.			Poniard Pharmaceuticals, Inc.
300 Elliott Ave, Ste 500			300 Elliott Ave, Ste 500
Seattle, Washington			Seattle, Washington
98119		U.S.A.	98119               U.S.A.
Attention:		VP Legal	Attention:	Sr Director, Product Development
Telephone:		(206) 286-2526	Telephone:	(206) 286-2536
Facsimile:		(206) 286-2537	Facsimile:	(206) 284-7112
If to Heraeus:
W. C. Heraeus GmbH
Chemicals Division
Business Unit Pharma
Heraeusstr. 12 - 14
63450 Hanau, GERMANY.
Attention:	Manager, Business Unit Pharma
Telephone:	+49 (6181) 35-5255
Facsimile:	+49 (6181) 35-4302

Either party may change the address to which any correspondence to it is to be addressed by notification to the other party as provided herein.

14.5Relationship of Parties

It is not the intent of the parties hereto to form any partnership or joint venture.  Each party shall, in relation to its obligations hereunder, act as an independent contractor, and nothing in this Agreement shall be construed to give such party the power or authority to act for, bind or commit the other party in any way whatsoever.

14.6Severability

If any term or provision of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other term or provision hereof, and this Agreement shall be interpreted and construed as if such term or provision, to the extent the same shall have been held to be invalid, illegal or unenforceable, had never been contained herein.

14.7Waiver

No waiver or modification of any of the terms of this Agreement shall be valid unless in writing and signed by an authorized representative of the parties hereto.  Failure by any party to enforce any rights under this Agreement shall not be construed as a waiver of such rights, nor shall a waiver by any party in one or more instances be construed as constituting a continuing waiver or as a waiver in other instances.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives on the day and year written below.

PONIARD PHARMACEUTICALS, INC.		W. C. HERAEUS GMBH
by its authorized signatory:		by its authorized signatory:			March 18, 2008
24, MAR08
By:		By:
	/s/ Ronald Martell		/s/ Gerald Ritter
	Name: Ronald Martell		Name:
	Title: President and COO		Title:  ppa. Gerald Ritter
				/s/ Michael Schwarz
				W.C. Heraeus GmbH
				Business Unit Pharma
				Michael Schwarz
				Manager BU Pharma
				/s/ Alexander Wörner
				W.C. Heraeus GmbH
				Business Unit Pharma
				Alexander Wörner
				Sales Manager

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EXHIBIT A

PICOPLATIN SPECIFICATIONS AND PACKAGING

Picoplatin API shall meet the specifications attached hereto.

23

Heraeus

Specification	***
	***
Customer: Poniard Pharmaceuticals Inc.	***

cis-[(ammine)dichloro(2-methylpyridine)platinum(II)]

Picoplatin Drug Substance

Formula:       cis-[PtCI₂(NH₃)(C₆H₈N)]

***(1)

(1) Remainder of page redacted.

24

Picoplatin API shall be delivered in *** according to the description attached hereto.

***(2)

(2) Two pages redacted.

25

26

EXHIBIT B

OUTLINE OF PICOPLATIN MANUFACTURING PROCESS

Picoplatin API shall be produced according to the manufacturing outline attached hereto.  The exact process will be described in the Batch Records for this *** process.

***(3)

(3) One table redacted.

27

EXHIBIT C

HERAEUS INVESTMENT AND DEDICATED EQUIPMENT FOR PICOPLATIN MANUFACTURE

Heraeus shall manufacture Picoplatin API in a multi-purpose facility (MAPI) to be installed at the Heraeus site in Hanau, Germany.

In order to produce Picoplatin API according to the manufacturing process summarized in Exhibit B additional equipment dedicated to the manufacture of Picoplatin API is required.  ***.

Description of the dedicated equipment

The dedicated equipment consists of ***.  ***(4)

(4) Remainder of page redacted.

28

***(5)

(5) Entire page redacted.

29

Poniard shall undertake to repay the investment for dedicated equipment in the amount of:

Euro  958,000.

                ***

30

EXHIBIT D

FORECASTING SYSTEM FOR PICOPLATIN

***

As outlined in Article 5 of this Agreement, Poniard will provide to Heraeus *** forecasts (“Long Range Forecasts”) in the following format:

***

Additionally, Poniard will provide to Heraeus *** rolling forecasts (“Rolling Forecasts”) of the estimated Picoplatin API requirements during the respective periods. Format shall be as follows:

***

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EXHIBIT E

COMMERCIAL PRICING PICOPLATIN / CALCULATION OF PAYBACK FOR DEDICATED EQUIPMENT COSTS / PAYBACK FOR DEDICATED EQUIPMENT COSTS

COMMERCIAL PRICING PICOPLATIN API

***(6)

(6) Remainder of page redacted.

32

***(7)

(7) Entire page redacted.

33

***

CALCULATION OF PAYBACK FOR DEDICATED EQUIPMENT COSTS /
PAYBACK FOR DEDICATED EQUIPMENT COSTS

All costs mentioned hereunder are based on a cost estimate for dedicated equipment of

Euro  958,000  ***

as outlined in Exhibit C. They will be amended as the planning and construction of the dedicated equipment progresses.

Investment and financing costs of Heraeus for the set-up of dedicated equipment shall be covered by Poniard in form of a surcharge on the first ***kgs of Picoplatin API ordered and delivered under the terms of this Agreement, however no later than by December 31, 2013.

***(8)

(8) Remainder of page redacted.

34

***

If Poniard has ordered and received less than ***kgs Picoplatin API by December 31, 2013 Poniard shall pay the remaining amortization costs by ***. The formula for calculating the open amortization costs shall be

EUR 958,000  ***

If, during the term of this Agreement, Picoplatin does not show the anticipated results in the course of the clinical development and Poniard decides not to pursue the further development of Picoplatin, Poniard shall inform Heraeus immediately in writing. In this case, the remaining amortization of dedicated equipment becomes due according to the above formula within *** days from submission of the written information.

If this Agreement is terminated by Poniard pursuant to Section 13.2 or 14.2, Poniard shall not be responsible for paying the remaining amortization of dedicated equipment.

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EX-31.1

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Exhibit 31.1

CERTIFICATIONS

        I, Gerald McMahon, Chief Executive Officer of Poniard Pharmaceuticals, Inc., certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Poniard Pharmaceuticals, Inc.;



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:



a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



b)

designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



c)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



d)

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and



5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):



a)

all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:    May 8, 2008
	/s/  GERALD MCMAHON Gerald McMahon Chief Executive Officer

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Exhibit 31.1

CERTIFICATIONS

EX-31.2

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Exhibit 31.2

CERTIFICATIONS

        I, Caroline M. Loewy, Chief Financial Officer of Poniard Pharmaceuticals, Inc., certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Poniard Pharmaceuticals, Inc.;



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:



a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



b)

designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



c)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



e)

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and



5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):



a)

all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:    May 8, 2008
	/s/  CAROLINE M. LOEWY Caroline M. Loewy Chief Financial Officer

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Exhibit 31.2

CERTIFICATIONS

EX-32.1

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Exhibit 32.1

Certification of Quarterly Report

        I, Gerald McMahon, Chief Executive Officer of Poniard Pharmaceuticals, Inc. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350 that:

a.

the Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and



b.

the information contained in the Report 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 8, 2008
By:
/s/  GERALD MCMAHON Gerald McMahon

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Exhibit 32.1

Certification of Quarterly Report

EX-32.2

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Exhibit 32.2

Certification of Quarterly Report

        I, Caroline M. Loewy, Chief Financial Officer of Poniard Pharmaceuticals, Inc. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350 that:

a.

the Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and



b.

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 8, 2008
By:
/s/  CAROLINE M. LOEWY Caroline M. Loewy

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Exhibit 32.2

Certification of Quarterly Report