8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

May 4, 2007

Date of Report (Date of earliest event reported)

Poniard Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

Washington	0-16614	91-1261311
(State or Other Jurisdiction	(Commission File No.)	(IRS Employer
of Incorporation)		Identification No.)
7000 Shoreline Court, Suite 270, South San Francisco CA		94080
(Address of principal executive offices)		(Zip Code)

(650) 583-5727

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.Entry into a Material Definitive Agreement.

(a)           In connection with appointment of Robert S. Basso as a director of the Company, the Company and Mr. Basso entered into an indemnification agreement dated as of May 4, 2007.  The terms of the indemnification agreement are the same as those contained in the Company’s indemnification agreements with its other directors.

The Company’s Amended and Restated Articles of Incorporation (“Articles”) and Bylaws contain certain provisions, approved by Company shareholders, providing for indemnification of the Company’s directors and/or officers to the full extent permitted by Washington law (the “Statute”).  Mr. Basso’s indemnification agreement is intended to supplement the non-exclusive indemnification provisions in the Articles and Bylaws to provide additional protections against risks associated with his service as a director of the Company and to clarify Mr. Basso’s rights as a director with respect to indemnification in certain circumstances, in all cases consistent with the Statute.  The indemnification agreement sets out, among other things, the process for determining entitlement to indemnification, the conditions to advancement of expenses, the procedures for directors’ enforcement of indemnification rights, the limitations on indemnification and requirements relating to the notice and defense of claims for which indemnification is sought.

A copy of Mr. Basso’s indemnification agreement dated as of May 4, 2007, is attached hereto as Exhibit 10.1 and incorporated herein by reference.

(b)           In connection with appointment of Ronald A. Martell as President and Chief Operating Officer of the Company, the Company and Mr. Martell entered into a Change of Control Agreement and a Key Executive Severance Agreement, each dated May 7, 2007.  The material terms of the Change of Control Agreement and Key Executive Severance Agreement are described in Item 5.02(e) and incorporated herein by reference.

1

Item 5.02.Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b)See subparagraph (c) of this Item 5.02.

(c)On May 4, 2007, the Company appointed Ronald A. Martell, a director of the Company, to serve as President and Chief Operating Officer of the Company effective May 7, 2007.  At effective date of Mr. Martell’s appointment, Dr. McMahon stepped down as President of the Company.  Dr. McMahon continues to serve as the Chairman and Chief Executive Officer of the Company.

Mr. Martell, age 44, has been a director of the Company since June 2006.  Mr. Martell served as Senior Vice President, Commercial Operation of Imclone Systems Incorporated from January 2004 to August 2006.  While at ImClone, Mr. Martell was responsible for overseeing the company’s sales, marketing, project and alliance management.  Mr. Martell joined ImClone in November 1998 as Vice President, Marketing.  From 1988 to 1998, he served in a variety of positions at Genentech, Inc., most recently as Group Manager, Oncology Products.

See disclosure under Item 5.02(e) below for the material terms of Mr. Martell’s Key Executive Severance Agreement and Change of Control Agreement.

(d)Effective May 4, 2007, Robert S. Basso was named a director of the Company, increasing the size of the Board to nine directors.  Mr. Basso will serve for a term expiring at the 2007 annual meeting of shareholders, or until his successor has been elected and qualifies.  Mr. Basso and all other current Company directors  will stand for reelection as directors at the 2007 annual meeting of shareholders to be held on June 14, 2007, to serve until the 2008 annual meeting of shareholders, or until their successors have been elected and qualify.  Mr. Basso was not selected as a director pursuant to any arrangement or understanding between Mr. Basso and any other persons.  Mr. Basso will serve on the Audit Committee and on the Compensation Committee of the Company’s Board of Directors.

Mr. Basso, age 62, founded BEST Partners LLC, an independent financial services consulting company in 2006.  Mr. Basso is retired from National Financial, a Fidelity Investments company providing clearing services and execution products, where he served as Executive Vice President from July 2003 to December 2004.  From January 1990 through June 2003, he served as Chairman and President of Correspondent Services Corporation, a subsidiary of UBS PaineWebber Inc., a brokerage firm providing clearing, execution, settlement, administrative and management information services, and as Managing Director

2

of UBS PaineWebber Inc.  Mr. Basso received a BS degree from Seton Hall University and an MBA from Pace University.

See disclosure under Item 1.01(a) above for the material terms of Mr. Basso’s Indemnification Agreement.

For additional information, see press release attached hereto as Exhibit 99.1 and incorporated herein by reference.

(e)In connection with the Company’s appointment of Ronald A. Martell to serve as its President and Chief Operating Officer, the Company and Mr. Martell entered into a Change of Control Agreement and a Key Executive Severance Agreement, each dated as of May 7, 2007.

Pursuant to the Change of Control Agreement, if the Company terminates Mr. Martell’s employment without cause, or if Mr. Martell terminates his employment for good reason, Mr. Martell is entitled to receive the following: (i) an amount equal to fifty percent of his annual base salary for the year in which the date of termination occurs; (ii) an amount equal to fifty percent of the annual bonus that would have been paid but for the termination of his employment, (iii) up to one year’s medical and dental insurance benefits and (iv) the immediate vesting of all of his outstanding stock options.  Under the Change of Control Agreement, “cause” includes the following events:  a clear refusal to carry out any of the executive’s material lawful duties; persistent failure to carry out any of the executive’s lawful duties after reasonable notice and an opportunity to correct the failure; violation by the executive of a state or federal criminal law involving a crime against the Company or any other crime involving moral turpitude; the executive’s current abuse 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 the public.  “Good reason” includes any failure by the Company to pay compensation or provide benefits to the executive in accordance with the terms of the Agreement (excluding actions of the Company not taken in bad faith and promptly remedied); the assignment of the executive to any duties inconsistent with or resulting in a diminution of the executive’s position, duties or responsibilities (excluding actions of the Company not taken in bad faith and promptly remedied); requiring the executive to be based at any office or location more than 30 miles from the city in which the executive will be employed by the Company; or the Company’s failure to properly assign the Agreement to a successor.  The Change of Control Agreement runs for an initial one-year term and renews automatically for successive one-year periods unless either party gives 90 days’ written notice prior to the end of the initial or renewal term.  If a change of control occurs, the Change of Control Agreement automatically renews and runs for a period of two additional years.  A “change of control” is triggered upon the occurrence of certain mergers, consolidations, reorganizations or purchases of significant minority interests in the Company’s voting securities, a sale of substantially all of the Company’s assets or the failure of incumbent board members (or persons nominated or appointed by incumbent board members) to hold a majority of the seats on the Company’s Board of Directors.

Pursuant to the Key Executive Severance Agreement, if the Company terminates Mr. Martell’s employment without cause or if he terminates for good reason, Mr. Martell is entitled to receive a severance payment of 75% of his current annual base salary and up to nine months’ medical and dental insurance benefits.  The Agreement runs for an initial one-year term and renews automatically for successive one-year periods unless either party gives nine months’ written notice prior to the end of the initial or renewal term.  The definition of “cause” is substantially the same as in the Change of Control Agreement described above.  “Good reason” includes a reduction of executive’s annual base salary below the level in effect on the date of the Agreement, regardless of any change in the executive’s duties; the assignment of the executive to any duties inconsistent with or resulting in a diminution of the executive’s position, duties or responsibilities (excluding actions of the Company not taken in bad faith and promptly remedied); requiring the executive to be based at any office or location more than 50 miles from the city in which the executive will be employed by the Company; or the Company’s failure to properly assign the Agreement to a successor.  If a change of control occurs, the Key Executive Severance Agreement automatically renews and runs for a period of two additional years.  The Key Executive Severance Agreement does not supersede or nullify the Change of Control Agreement.  However, if Mr. Martell’s termination of employment falls into the scope of both agreements, the Company does not need to make payments under the Severance Agreement to the extent that it is making the same payments under the Change of Control Agreement.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits

Exhibit 10.1Indemnification Agreement dated as of May 4, 2007 between the Company and Robert S. Basso

Exhibit 99.1Press release dated May 9, 2007

3

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 hereunto duly authorized.

	Poniard Pharmaceuticals, Inc.
Dated: May 9, 2007	By:	/s/Anna Lewak Wight
		Anna Lewak Wight
		Vice President, Legal

4

EXHIBIT INDEX

Exhibit No.	Description
10.1	Indemnification Agreement dated as of May 4, 2007 between the Company and Robert S. Basso
99.1	Press Release dated May 9, 2007

5

EX-10.1

Exhibit 10.1

PONIARD PHARMACEUTICALS, INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”), dated as of May 4, 2007, is entered into by and between Poniard Pharmaceuticals, Inc., a Washington corporation (the “Company”), and Robert S. Basso (“lndemnitee”).

RECITALS

A.The Company and lndemnitee recognize the litigation risks inherent in service as a director and/or officer of a publicly traded company, including the substantial costs involved in defending such matters.

B.The Company’s articles of incorporation (the “Articles”) and bylaws (the “Bylaws”) contain certain provisions, approved by the Company’s shareholders, for indemnification of the Company’s directors and/or officers to the full extent permitted by the Washington Business Corporation Act (the “Statute”).

C.The Articles, the Bylaws and the Statute specifically provide that they are not exclusive, and contemplate that contracts may be entered into between the Company and its directors and/or officers with respect to indemnification.

D.The lndemnitee has indicated a desire to supplement the indemnification provisions in the Articles and Bylaws to provide additional protections against the risks associated with his service to the Company and further clarify his rights with respect to indemnification in certain circumstances.

E.To induce Indemnitee to accept the position or continue service as a director and/or officer of the Company, the Company and the Indemnitee now agree that they should enter into this Indemnification Agreement.

AGREEMENT

1.Indemnification of Indemnitee

1.1Scope

Subject to Section 4.1 and all other terms and conditions of this Agreement, the Company agrees to indemnify and hold harmless Indemnitee, to the full extent permitted by law, whether or not specifically authorized by this Agreement, the Articles, the Bylaws, the Statute or otherwise, for any Indemnifiable Losses (as defined below) which the Indemnitee is or becomes legally obligated to pay in connection with any Proceeding.  In the event of any change, after the date of this Agreement, in any applicable law, statute or rule regarding the right of a Washington corporation to indemnify a director and/or officer, such changes, to the extent that they would expand Indemnitee’s indemnification rights, shall be within the purview of Indemnitee’s rights and the Company’s obligations under this Agreement, and, to the extent that they would narrow Indemnitee’s indemnification rights, shall not affect or limit the scope of this Agreement; provided, however, that

any change that is required by applicable laws, statutes or rules to be applied to this Agreement shall be so applied regardless of whether the effect of such change is to narrow Indemnitee’s rights.

1.2Nonexclusivity

The indemnification provided by this Agreement is not exclusive of any rights to which Indemnitee may be entitled under the Articles, the Bylaws, any other agreement, any vote of shareholders or disinterested directors, the Statute, or otherwise, whether as to action in Indemnitee’s official capacity or otherwise.

1.3Definition of Indemnifiable Losses

For purposes of this Agreement, the term “Indemnifiable Losses” shall include (without limitation) any and all damages (compensatory, exemplary, punitive or otherwise), judgments, fines, penalties, settlements, costs, attorneys’ fees and disbursements, costs of attachment or similar bonds, investigations, expenses of establishing a right to indemnification under this Agreement, and any other losses, claims, liabilities or other expenses incurred in connection with a Proceeding, subject to the limitations set forth in Section 4.1 below.

1.4Definition of Proceeding

For purposes of this Agreement, the term “Proceeding” shall include (without limitation) any threatened, pending or completed claim, action, suit or proceeding, whether brought by or in the right of the Company or otherwise, and whether of a civil, criminal, administrative or investigative nature, in which the Indemnitee may be or may have been involved as a party or otherwise (including without limitation as a witness), (a) by reason of the fact that Indemnitee is or was, or has agreed to become, a director and/or officer of the Company, (b) by reason of any actual or alleged error or misstatement or misleading statement made or suffered by the Indemnitee, (c) by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as such director and/or officer, or (d) by reason of the fact that Indemnitee was serving at the request of the Company as a director, trustee, officer, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise (including without limitation employee benefit plans and administrative committees thereof) (which request will be conclusively presumed in the case of any of the foregoing that are “affiliates” of the Company as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended); provided, however, that, except with respect to an action to enforce the provisions of this Agreement, the term “Proceeding” shall not include any action, suit, claim or proceeding instituted by or at the direction of Indemnitee unless such action, suit, claim or proceeding is or was authorized or ratified by the Company’s Board of Directors.

1.5Determination of Entitlement

In the event that a determination of Indemnitee’s entitlement to indemnification is required pursuant to Section 23B.08.550 of the Statute or its successor or pursuant to other applicable law, the party specified therein as the determining party shall make such determination; provided, however, (a) that Indemnitee shall initially be presumed in all cases to be entitled to indemnification, (b) that Indemnitee may establish a conclusive presumption of any fact necessary to such a determination by delivering to the Company a declaration made under penalty of perjury that such fact is true and (c) that, unless the Company shall deliver to Indemnitee written notice of a determination that Indemnitee is not entitled to indemnification within twenty (20) days of the Company’s receipt of

2

Indemnitee’s initial written request for indemnification, such determination shall conclusively be deemed to have been made in favor of the Company’s provision of indemnification and Company agrees not to assert otherwise.

1.6Survival

The indemnification provided under this Agreement shall apply to any and all Proceedings, notwithstanding that Indemnitee has ceased to serve in a capacity referred to in Section 1.4(a)-(d).

2.Expense Advances

2.1Generally

The right to indemnification for Indemnifiable Losses conferred by Section 1 shall include the right to have the Company pay Indemnitee’s expenses in any Proceeding as such expenses are incurred and in advance of such Proceeding’s final disposition (such right is referred to hereinafter as an “Expense Advance”), subject to Sections 2.2, 4 and 5 and all other terms and conditions of this Agreement.

2.2Conditions to Expense Advance

The Company’s obligation to provide an Expense Advance is subject to (a) Indemnitee or his representative having first executed and delivered to the Company an undertaking, which need not be secured and shall be accepted without reference to Indemnitee’s financial ability to make repayment, by or on behalf of Indemnitee to repay all Expense Advances if and to the extent that it shall ultimately be determined by a final, unappealable decision rendered by a court having jurisdiction over the parties and the subject matter of the dispute that Indemnitee is not entitled to be indemnified under this Agreement or otherwise; and (b) Indemnitee furnishing, upon request by the Company and if required under applicable law, a written affirmation of Indemnitee’s good faith belief that Indemnitee has met any applicable standards of conduct.

2.3Subrogation

In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

3.Procedures for Enforcement

3.1Enforcement

In the event that a claim for indemnification hereunder is made and is not paid in full within sixty days after written notice of such claim has been received by the Company, except in the case of a claim for advance expenses, in which case the applicable period shall be twenty days, Indemnitee may, but need not, at any time bring suit against the Company to recover the unpaid amount of the claim (an “Enforcement Action”), subject to all other terms, conditions and limitations of this Agreement.

3

3.2Presumptions in Enforcement Action

In any Enforcement Action the following presumptions (and limitation on presumptions) shall apply:

(a)The Company shall conclusively be presumed to have entered into this Agreement and assumed the obligations imposed on it to induce Indemnitee to accept the position of, or to continue as a director and/or officer of the Company; and

(b)Neither (i) the failure of the Company (including its Board of Directors, independent or special legal counsel or the Company’s shareholders) to have made a determination prior to the commencement of the Enforcement Action that indemnification of Indemnitee is proper in the circumstances nor (ii) an actual determination by the Company, its Board of Directors, independent or special legal counsel or the shareholders that Indemnitee is not entitled to indemnification shall be a defense to the Enforcement Action or create a presumption that Indemnitee is not entitled to indemnification.

3.3          Attorneys’ Fees and Expenses for Enforcement Action

The Company shall indemnify and hold harmless Indemnitee against all of Indemnitee’s reasonable fees and expenses in bringing and pursuing any Enforcement Action (including reasonable attorneys’ fees at any stage, including on appeal); provided, however, that the Company shall not be required to provide such indemnity (a) if a court of competent jurisdiction determines that all the material assertions made by Indemnitee in such Enforcement Action were not made in good faith or were frivolous or (b) to the extent limited under Section 4.1 below.

4.Limitations

4.1Limitation on Indemnity

Notwithstanding any other provision of this Agreement, the Company shall not be obligated to provide indemnification pursuant to this Agreement:

(a)on account of any suit in which a final, unappealable decision is rendered by a court having jurisdiction over the parties and the subject matter of the dispute for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company in violation of the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto;

(b)for Indemnifiable Losses that have been paid directly to Indemnitee by an insurance carrier under a policy of insurance maintained by the Company;

(c)on account of Indemnitee’s conduct which is finally adjudged with no further right of appeal to have been intentional misconduct, a knowing violation of law, a violation of RCW 23B.08.310 or any successor provision of the Statute, or a transaction from which Indemnitee derived personal benefit in money, property or services to which Indemnitee was not legally entitled;

(d)to the extent that the Indemnitee is indemnified and actually paid otherwise than pursuant to this Agreement;

4

(e)if a final, unappealable decision is rendered by a court having jurisdiction over the parties and the subject matter of the dispute finding that paying such indemnification is prohibited by applicable law;

(f)to the extent that attorneys’ fees, costs and disbursements, or similar expenses, that otherwise would constitute Indemnifiable Losses hereunder are determined to be unreasonable by a final, unappealable decision rendered by a court having jurisdiction over the parties and the subject matter of the dispute, provided that the burden of proof that any Indemnifiable Losses are unreasonable shall be on the Company; or

(g)to the extent such Indemnifiable Losses have been incurred by Indemnitee in violation of the terms of Section 5 below.

4.2          Partial Indemnification

If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Indemnifiable Losses in connection with a Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Indemnifiable Losses to which Indemnitee is entitled.

4.3          Mutual Acknowledgment

The Company and Indemnitee acknowledge that, in certain instances, federal law or public policy may override applicable state law and prohibit the Company from indemnifying Indemnitee under this Agreement or otherwise.  For example, the Company and Indemnitee acknowledge that the Securities and Exchange Commission has taken the position that indemnification is not permissible for liabilities arising under certain federal securities laws, and federal legislation prohibits indemnification for certain ERISA violations.  Furthermore, Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

5.Notification and Defense of Claim

5.1Notification

Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee will, if a claim is to be made against the Company under this Agreement, notify an officer of the Company in writing of the nature and status of the Proceeding; provided, however, that the omission so to notify an officer of the Company will not relieve the Company from any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission can be shown to have prejudiced the Company.

If, at the time of the receipt of a notice of a claim pursuant to this Section 5.1, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies (unless the Indemnitee’s involvement in such Proceeding is solely as a witness or there is otherwise no basis for asserting coverage).  The Company shall take all necessary action to

5

cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

5.2Defense of Claim

With respect to any such Proceeding as to which Indemnitee notifies the Company of the commencement thereof or otherwise seeks indemnification hereunder:

(a)The Company may participate at its own expense in such Proceeding;

(b)The Company, jointly with any other indemnifying party similarly notified, may assume the defense of the Proceeding with counsel reasonably satisfactory to Indemnitee.  After notice from the Company to Indemnitee of its election to assume the defense, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any legal or other expenses of counsel (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection with the defense of such Proceeding, unless (i) the employment of counsel by Indemnitee has been authorized in advance by the Company in writing, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action and notified the Company in writing to that effect in advance of the expense, (iii) the Company shall not in fact have employed counsel to assume the defense of such action, or (iv) the Company is not financially or legally able to perform its indemnification obligations, in each of which cases the fees and expenses of counsel shall be at the expense of the Company.  The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in (ii) or (iv) above;

(c)The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee that would not be an Indemnifiable Loss hereunder for which indemnification would be provided by the Company without Indemnitee’s written consent.

6.Miscellaneous

6.1Entire Agreement

This Agreement is the entire agreement of the parties regarding its subject matter and supersedes all prior written or oral communications or agreements.

6.2          Severability

Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law.  The Company’s inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.  The provisions of this Agreement shall be severable.  If this Agreement or any portion shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the full extent permitted by any portion of this Agreement not invalidated, and the balance of this Agreement shall be enforceable in accordance with its terms.

6

6.3          Notices

Notices given pursuant to this Agreement shall be deemed duly given on the date of personal delivery, on the date sent by fax or three days after mailing if mailed by certified or registered mail, return receipt requested, postage prepaid, to the party at its address below or such other address of which the addressee may subsequently notify the other parties in writing.

6.4          Governing Law

This Agreement and the rights and obligations of the parties shall be governed by and construed in accordance with the laws of the state of Washington, without giving effect to principles of conflicts of law.

6.5          Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

6.6          Amendments; Waivers

Neither this Agreement nor any provision may be amended except by written agreement signed by the parties.  No waiver of any breach or default shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default.

6.7          Successors and Assigns

This Agreement shall be binding upon the Company and its successors (including, without limitation, any direct or indirect successors by purchase, merger, consolidation or otherwise to all or substantially all of the business and assets of the Company) and assigns, and inure to the benefit of Indemnitee and Indemnitee’s heirs, legal representatives and assigns.

(Signature page follows)

7

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the date first above written.

COMPANY:
PONIARD PHARMACEUTICALS, INC.
By:	/s/ Gerald McMahon
	Its Chief Executive Officer
Address:		7000 Shoreline Court, Suite 270
		South San Francisco, CA 94080
INDEMNITEE:
/s/ Robert S. Basso
Robert S. Basso

8

EX-99.1

Exhibit 99.1

Poniard Pharmaceuticals Appoints Ronald A. Martell
President and Chief Operating Officer

— Robert S. Basso Appointed to Board of Directors —

South San Francisco, Calif. (May 9, 2007) — Poniard Pharmaceuticals, Inc. (NASDAQ: PARD), a biopharmaceutical company focused on oncology, today announced the appointment of Ronald A. Martell as president and chief operating officer of the Company.  Mr. Martell will continue as a member of the Poniard board of directors.  The Company also announced the appointment of Robert. S. Basso to the Company’s board of directors, increasing the number of directors to nine.  Mr. Basso was previously executive vice president of Fidelity’s National Financial Services unit.

“We are very excited to have Ronald join Poniard’s management team.  He is a seasoned business executive who has driven the development and commercialization of multiple oncology products,” said Jerry McMahon, Ph.D., chairman and CEO of Poniard.  “We believe that Ronald’s breadth of experience and strategic vision will serve Poniard well as we work to build our business and position our lead product candidate, picoplatin, for the marketplace.”

He added, “Bob is an experienced and highly-respected financial services executive and is an outstanding addition to Poniard’s board.  His knowledge of the financial industry and experience leading growing businesses will be valuable as we seek to develop picoplatin for several solid tumor indications, pursue strategic opportunities to diversify our portfolio of cancer therapeutics and to build shareholder value.”

Mr. Martell previously served as senior vice president of Commercial Operations at ImClone Systems Incorporated and was a member of ImClone Systems’ management committee.  In those positions, he oversaw sales, marketing and project and alliance management.  He also guided corporate and strategic planning, as well as portfolio planning and management for ImClone.  Mr. Martell built ImClone Systems’ Commercial Operations and field sales force to market and commercialize Erbitux® for the treatment of certain patients with colorectal and head and neck cancers with partners Bristol-Myers Squibb and Merck KGaA.  Prior to joining ImClone Systems, Mr. Martell worked at Genentech in a variety of positions of escalating responsibility, most recently as group manager, oncology products.  At Genentech, his group was responsible for Herceptin®, Rituxan®, Avastin® and the oncology developmental pipeline.

“I am excited to join Poniard and direct the Company’s operations as it advances picoplatin into late-stage clinical trials and continues to pursue in-house research and in-licensing opportunities,” said Mr. Martell.

Mr. Basso founded BEST Partners LLC, an independent consulting firm in 2006.  He has nearly 40 years of experience in the financial services industry.  Prior to his position as executive vice

president of Fidelity’s National Financial Services unit, following its acquisition of Correspondent Services Corporation (CSC), the UBS AG clearing subsidiary, Mr. Basso was president and chairman of CSC.  Prior to that, he served as president of Broadcort Capital Corp., the Merrill Lynch & Co. clearing subsidiary, which he established and developed.  Mr. Basso also was a managing director of PaineWebber, UBS and Merrill Lynch.  He began his Wall Street career with Loeb, Rhoades & Company.  Mr. Basso serves as an advisor to several independent entities.  He is currently a trustee of the Securities Industry Foundation for Investor Education (SIFIE).  He earned a B.S. degree from Seton Hall University and an M.B.A. from Pace University.

“In the last year, Poniard has made significant progress in strengthening its management team and building a biopharmaceutical company focused on oncology.  I am looking forward to working with Poniard’s board and management team,” said Mr. Basso.

About Picoplatin

Picoplatin, the Company’s lead product candidate, is a new generation platinum therapy with an improved safety profile.  It is designed to overcome and prevent platinum resistance associated with chemotherapy in solid tumors.  Poniard is evaluating intravenous picoplatin in an ongoing Phase 2 clinical trial in small cell lung cancer (SCLC) and in Phase 1/2 clinical trials in colorectal and hormone-refractory prostate cancers.  On May 1, 2007, the Company announced treatment of the first patient in its pivotal Phase 3 SPEAR (Study of Picoplatin Efficacy After Relapse) trial of intravenous picoplatin in SCLC.  Poniard received orphan drug designation from the U.S. Food and Drug Administration in November 2005 for picoplatin for the treatment of SCLC and entered into a Special Protocol Assessment (SPA) agreement with the FDA in January 2007 for the SPEAR trial.

About Poniard Pharmaceuticals

Poniard Pharmaceuticals, Inc. is a biopharmaceutical company focused on the discovery, development and commercialization of innovative oncology products to impact the lives of people with cancer.  The Company’s lead drug product candidate is picoplatin, which is currently being studied in clinical trials for the treatment of small cell lung, colorectal and hormone-refractory prostate cancers.  As part of the Company’s strategic goal of building a diverse oncology pipeline, the Company is collaborating with The Scripps Research Institute on the discovery of novel, small-molecule, multi-targeted protein kinase inhibitors.  For additional information please visit www.poniard.com.

This release contains forward-looking statements, including statements regarding the Company’s business objectives and strategic goals, drug development plans, and efficacy of its products in development. The Company’s actual results may differ materially from those indicated in these forward-looking statements based on a number of factors, including risks and uncertainties associated with the Company’s research and development activities; the results of pre-clinical and clinical testing; the receipt and timing of required regulatory approvals; the market’s acceptance of its proposed product; the Company’s anticipated operating losses, need for future capital and ability to obtain future funding; competition from third parties; the Company’s ability to preserve and protect intellectual property rights; the Company’s dependence on third-party manufacturers and suppliers; the Company’s lack of sales and marketing experience; the Company’s ability to attract and retain key personnel; changes in technology, government regulation and general market conditions; and the risks and uncertainties described in the Company’s current and periodic reports filed with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year

2

ended December 31, 2006.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release.  The Company undertakes no obligation to update any forward-looking statement to reflect new information, events or circumstances after the date of this release or to reflect the occurrence of unanticipated events.

© 2007 Poniard Pharmaceuticals, Inc.  All Rights Reserved.

Poniard and Poniard Pharmaceuticals are trademarks of Poniard Pharmaceuticals, Inc.

For Further Information:

Julie Rathbun
Poniard Pharmaceuticals
Corporate Communications
7000 Shoreline Court, Suite 270
South San Francisco, CA  94080
206-286-2517
jrathbun@poniard.com

# # #

Erbitux® (cetuximab) is a registered trademark of Imclone Systems Incorporated.
Herceptin® (trastuzumab) is a registered trademark of Genentech, Inc.
Rituxan® (rituximab) is a registered trademark of Genentech, Inc. and Biogen Idec, Inc.
Avastin® (bevacizumab) is a registered trademark of Genentech, Inc.

3