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

July 7, 2009

Date of Report (Date of
earliest event reported)

Poniard Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

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

(650) 583-3774

(Registrant’s telephone number, including area code)

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:

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

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

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

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

Section 5 — Corporate Governance and Management

Item 5.01.Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(d)On July 7, 2009, Gary A. Lyons was named a director of the Company, increasing the size of the Board of Directors to ten directors.  Mr. Lyons will serve for a term expiring at the 2010 annual meeting of shareholders, or until his successor has been elected and qualified.  Mr. Lyons was not selected as a director pursuant to any arrangement or understanding between Mr. Lyons and any other persons.  Mr. Lyons will receive compensation for non-employee directors as described in the Company’s most recent proxy statement.

In connection with Mr. Lyons’ appointment as a director of the Company, the Company and Mr. Lyons entered into an Indemnification Agreement dated July 7, 2009, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.  The terms of the Indemnification Agreement are the same as those contained in the Company’s indemnification agreements with its other directors.

Mr. Lyons is a party to a consulting agreement with the Company dated as of April 1, 2009, as amended effective July 11, 2009 (the “Consulting Agreement”).  Under the Consulting Agreement, Mr. Lyons will provide business development consulting services, upon the Company’s request.  To the extent his services are requested, Mr. Lyons will be available and provide services to the Company no less than 50% of full-time service, with the expectation that, over the term of the Consulting Agreement, his services will average approximately 50% of full-time service.  Mr. Lyons will receive a monthly fee of $20,000 for his services under the Consulting Agreement.  The Consulting Agreement may be terminated by either party immediately with cause or upon thirty days prior written notice without cause.  If not earlier terminated, the Consulting Agreement will expire on July 11, 2010.

In connection with the Consulting Agreement, on July 11, 2009, Mr. Lyons was awarded 170,000 restricted stock units (the “Units”), pursuant to the terms of a Restricted Stock Unit Award Notice and Restricted Stock Unit Award Agreement (the “Unit Award Notice and Agreement”), under the Company’s Amended and Restated 2004 Incentive Compensation Plan.  The Units will vest 50% on July 11, 2010 and 50% on July 11, 2011, subject to forfeiture or automatic full or partial vesting upon the occurrence of certain events described in the Unit Award Notice and Agreement.

The Consulting Agreement and the Unit Award Notice and Agreement are attached as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

The Company’s press release dated July 9, 2009, is attached as Exhibit 99.1 and also is incorporated herein by reference.

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Section 9 — Financial Statements and Exhibits

Item 9.01.	Financial Statements and Exhibits.
(d)	Exhibits.
	10.1 —	Indemnification Agreement dated July 7, 2009, between the Company and Gary A. Lyons
	10.2 —	Consulting Agreement dated as of April 1, 2009, between the Company and Gary A. Lyons, as amended by Amendment One to Consulting Agreement effective July 11, 2009
	10.3 —	Restricted Stock Unit Award Notice and Restricted Stock Unit Award Agreement, dated July 11, 2009
	99.1 —	Press release dated July 9, 2009

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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: July 13, 2009	By:	/s/GREGORY L. WEAVER
		Name:	Gregory L. Weaver
		Title:	Chief Financial Officer and Senior Vice President, Finance
			(Principal Financial Officer)

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Indemnification Agreement dated July 7, 2009, between the Company and Gary A. Lyons
10.2	Consulting Agreement dated as of April 1, 2009, between the Company and Gary A. Lyons, as amended by Amendment One to Consulting Agreement effective July 11, 2009
10.3	Restricted Stock Unit Award Notice and Restricted Stock Unit Award Agreement, dated July 11, 2009
99.1	Press release dated July 9, 2009

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EX-10.1

Exhibit 10.1

PONIARD PHARMACEUTICALS, INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”), dated as of July 7, 2009, is entered into by and between Poniard Pharmaceuticals, Inc., a Washington corporation (the “Company”), and Gary A. Lyons (“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

1.1          Scope

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.

1.2          Nonexclusivity

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.

1.3          Definition 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.

1.4          Definition 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.

1.5          Determination 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

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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 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.

1.6          Survival

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

2.1          Generally

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.

2.2          Conditions 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.

2.3          Subrogation

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

3.1          Enforcement

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

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claim (an “Enforcement Action”), subject to all other terms, conditions and limitations of this Agreement.

3.2          Presumptions 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

4.1          Limitation 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;

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

(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

5.1          Notification

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

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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 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.

5.2          Defense 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

6.1          Entire 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.

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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)

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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
Name: Gerald McMahon
Title: Chief Executive Officer
Address:		7000 Shoreline Court South San Francisco, CA 94080
INDEMNITEE:
By:	/s/Gary A. Lyons
Name: Gary A. Lyons
Address:  [Address Inserted]

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EX-10.2

Exhibit 10.2

Amendment One

to

Consulting Agreement

This Amendment One, effective July 11, 2009, is made between Poniard Pharmaceuticals, Inc. (hereinafter referred to as “Poniard”), 300 Elliott Avenue West, Suite 500, Seattle, Washington 98119, and Gary A. Lyons (hereinafter referred to as “Consultant”), 1344 Stratford Court, Del Mar, California 92014.

WHEREAS, Poniard and Consultant are parties to a Consulting Agreement effective April 1, 2009 (the “Consulting Agreement”);

WHEREAS, Poniard has requested further services from Consultant and Consultant has agreed to provide the same; and

WHEREAS, the parties desire to amend the Consulting Agreement upon the terms and conditions set forth herein.

NOW, THEREFORE, the parties agree as follows:

1.  The term of the Consulting Agreement shall be amended by deleting “March 31, 2010” in the first sentence of Paragraph 1 of the Consulting Agreement and inserting “July 11, 2010.”

2.  Paragraphs 3 and 4 of the Consulting Agreement shall be amended and replaced in their entirety with the following:

“3.  General Purpose.  The general purpose of this Agreement is to engage Consultant to provide business development consulting services to Poniard, upon Poniard’s request.  To the extent Poniard requests services, Consultant shall be available and provide services to Poniard not less than fifty percent (50%) of full-time service, provided, however, it is recognized that over the term of this Agreement Consultant’s services are expected to average approximately fifty percent (50%) of full-time service.  Consultant’s services shall be performed in conformance with professional standards for performing services of a similar kind.

4.  Compensation.  For consulting services commencing July 11, 2009, Poniard shall pay Consultant monthly the sum of $20,000 per month (prorated for any partial months) upon receipt of an Invoice for

the prior month’s services directed to the attention of Accounts Payable at Poniard, with electronic courtesy copy to Ronald Martell.  The Invoice shall provide a general description of the services rendered for such period, and Poniard shall provide payment within thirty days of receipt of such Invoice.  In addition, Poniard shall reimburse Consultant for actual and necessary out-of-pocket expenses incurred, where such expenses are necessary and related to services rendered under this Agreement; such expenses should be billed in the same Invoice submitted for services.  In the event of early termination as provided for in Paragraph 2 hereof, Consultant shall invoice (and Poniard shall pay) for services and expenses incurred through the date that notice is received.  In addition and subject to approval by the Equity Awards Subcommittee of the Compensation Committee of the Poniard Board of Directors, Consultant shall receive 170,000 restricted stock units pursuant to the terms (including vesting) of a Restricted Stock Unit Award Notice and Restricted Stock Unit Award Agreement.”

3.  Except as amended by the terms of this Amendment One, the Consulting Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment One as of the date first above written.

Poniard Pharmaceuticals, Inc.
By:	/s/Anna Lewak Wight
Name: Anna Lewak Wight
Title: Vice President, Legal
By:	/s/Gary A. Lyons
Name: Gary A. Lyons

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CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT is made between Poniard Pharmaceuticals, Inc. (hereinafter referred to as “Poniard”), with addresses at 300 Elliott Avenue West, Suite 500, Seattle, Washington 98119, and Gary A. Lyons (hereinafter referred to as “Consultant”), with address at 1344 Stratford Court, Del Mar, California 92014.

THE PARTIES AGREE AS FOLLOWS:

1.Effective Date.  This Agreement shall be effective April 1, 2009.

2.Term.  The term of this Agreement shall be from April 1, 2009 through March 31, 2010.  Either party may terminate this Agreement immediately with cause, or upon 30 days prior written notice without cause.

3.General Purpose.  The general purpose of this Agreement is to engage Consultant to provide consulting services on matters of Poniard corporate and business development activities, working closely with Ronald A. Martell, or his designee.  Such services shall be provided in conformance with professional standards for performing services of a similar kind.

4.Compensation.  During the term of this Agreement, Poniard shall pay Consultant the sum of $2,000 per day (assuming 8 hour day), for up to five days per month, once monthly upon receipt of an Invoice for the prior month’s services directed to the attention of Accounts Payable at Poniard, with electronic courtesy copy to Ronald Martell.   The Invoice shall provide a general description of the services rendered for such period, and Poniard shall provide payment within thirty days of receipt of such Invoice.  In addition, Poniard shall reimburse Consultant for actual and necessary out-of-pocket expenses incurred, where such expenses are necessary and related to services rendered under this Agreement; such expenses should be billed in the same Invoice submitted for services.  Consultant’s service fees are subject to an annual maximum of $120,000 for services, which maximum cannot be exceeded without the prior written approval of Poniard before such services are rendered. In the event of early termination as provided for in paragraph 2 hereof, Consultant shall invoice (and Poniard shall pay) for services and expenses incurred through the date that notice is received.

5.Independent Contractor.  The parties understand and hereby acknowledge that nothing in this Agreement shall be construed to create any relationship other than that of an independent contractor relationship.  Consultant is not an agent, employee, officer or trustee of Poniard, and Consultant is not authorized to transact business, enter into agreements or otherwise make commitments on behalf of Poniard.  Poniard will not pay or withhold federal, state or local income tax or other payroll tax of any kind on behalf of Consultant or Consultant’s employees.  Consultant is not eligible for, not entitled to, and shall not participate in, any of Poniard’s pension, health or other benefit plans.  Consultant is responsible for the payment of all required payroll taxes, whether federal, state, or local in nature, including, but not limited to income taxes, Social Security taxes, Federal Unemployment Compensation taxes, and any other fees, charges, licenses, or payments required by law.  Consultant agrees, consistent with Consultant’s status as an independent contractor, that Consultant will not apply for unemployment compensation benefits in connection with the performance of consulting services. Consultant indemnifies Poniard and holds it harmless against any fines, payments, damages, assessments, or attorney fees in the event a court or administrative agency shall find that Consultant is an employee of Poniard.

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Consultant represents that Consultant retains the rights to control the manner in which the consulting services are performed and that Poniard is contracting for specified accomplished tasks; that the consulting services are of a different nature than the services normally performed by Poniard or that the consulting services will be performed outside the Poniard facility; and that Consultant is pursuing work in an independently established business of the same nature as the consulting services.

6.Confidentiality.  All data, materials and information submitted or made available to Consultant by Poniard or by any other person or entity at the direction of Poniard, unless otherwise publicly available, and all data, materials and information, and other work developed by Consultant under this Agreement, shall be utilized by Consultant in connection with this Agreement only, shall be maintained in confidence and shall not be made available by Consultant to any other person or entity.  Consultant will ensure Consultant’s agents, employees, officers, and trustees are bound to confidentiality of Poniard data, materials and information to the same extent that Consultant is bound under this Agreement.

7.Ownership.

(a)Poniard shall exclusively own all data, information, and other work developed or obtained by Consultant pursuant to this Agreement, either alone or with others, including all inventions, discoveries, concepts and ideas, whether patentable or not, including but not limited to articles, processes, methods, formulas, systems and techniques, as well as improvements and derivations and know-how related thereto (hereinafter referred to as “Inventions”).

(b)Consultant hereby assigns to Poniard or its designee all of Consultant’s right, title and interest in and to any Inventions, any patent applications relating thereto, and any patents granted thereon, and will execute any such formal Assignment documents that Poniard may request from time to time.  Consultant shall disclose such Inventions to Poniard promptly and in writing.  When requested, and at Poniard’s expense, Consultant will assist Poniard or Poniard’s designee, in efforts to protect Poniard’s proprietary and patent rights to such Inventions.

(c)Immediately upon termination of this Agreement for any reason, all such data, information, and other work, in whatever form, shall be turned over to Poniard.

(d)For purposes of this Agreement any copyrightable work (hereinafter referred to as “Work”) developed in the course of performance under this Agreement shall be deemed “work made for hire” under federal copyright law, and all ownership rights to such Work belong to Poniard.

(e)Should such Work not constitute a “work made for hire” under copyright law, Consultant hereby grants, transfers, assigns, and conveys to Poniard and its successors and assigns, the entire right, title and interest in the Work or any part thereof, including but not limited to the right to reproduce, prepare derivative works, distribute by sale, license or other transfer; to perform publicly, to display and to secure copyrights or patents and renewals, reissues and extensions of any such copyrights or patents in the United States of America or any foreign country.

8.Indemnification.  Poniard shall hold Consultant harmless from and indemnify Consultant from any and all liability, loss or damage resulting from failure of Poniard to comply with applicable governmental requirements or from the negligence or willful misconduct of Poniard and Poniard’s agents or employees; provided, however, that the foregoing indemnity

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shall not apply to claims arising solely out of the negligence or willful misconduct of Consultant.   Similarly, Consultant shall hold Poniard harmless from and indemnify Poniard from any and all liability, loss or damage resulting from the failure of Consultant to comply with applicable governmental requirements or from the negligence or willful misconduct of Consultant, Consultant’s agents or employees, pertaining to the services to be carried out pursuant to this Agreement; provided, however, that the foregoing indemnity shall not apply to claims arising solely out of the negligence or willful misconduct of Poniard, its officers, employees or agents.

9.Debarment.  Consultant represents and warrants that neither Consultant or Consultant’s employees, nor any other person retained by Consultant to perform the services under this Agreement (1) is under investigation by the FDA for debarment action or is presently debarred pursuant to the Generic Drug Enforcement Act of 1992, as amended (21 U.S.C. Sec. 301, et seq), or (2) has a disqualification hearing pending or has been disqualified by the FDA pursuant to 21 CFR Sec. 312.70 or its successor provisions.  In addition, Consultant represents and warrants that Consultant has not engaged in any conduct or activity which could lead to any of the above mentioned disqualification or debarment actions.  If during the term of this Agreement, Consultant or any person employed or retained by Consultant to perform the services under this Agreement (1) comes under investigation by FDA for debarment action or disqualification, (2) is debarred or disqualified, or (3) engages in any conduct or activity which could lead to any of the above-mentioned disqualification or debarment actions, Consultant shall immediately notify Poniard.  For the purposes of this section, reference to the FDA and the Generic Drug Enforcement Act shall also be deemed a reference to any other governmental or regulatory authorities having jurisdiction over the subject matter of the services under this Agreement or any other laws and regulations application to such services.

10.Conflict of Interest.  Consultant certifies that Consultant does not have any conflict of interest or other contractual impediment that could preclude Consultant from carrying out Consultant’s duties and obligations under this Agreement.  Further, Consultant certifies that neither Consultant nor Consultant’s agents, employees, officers or trustees have any financial interest in Poniard, and will not benefit financially or otherwise by results of Consultant’s services under this Agreement, other than the fees stated in Paragraph 4 hereof.

11.Insider Trading.  Consultant acknowledges and understands that the purchase and sale of securities on the basis of material nonpublic information, commonly referred to as “inside information”, or the selective disclosure of inside information to others who may trade, is prohibited by federal and state laws.  Consultant agrees to comply with all securities laws and regulations, and Consultant will not use any inside information gained through Consultant’s relationship with Poniard to trade in the securities of Poniard or any other company to which the inside information may apply.

12.Compliance with Applicable Laws.  Consultant warrants and represents that Consultant will comply with all federal, state, and local laws applicable to performance of the work under this Agreement.

13.Authority and Adherence.  Consultant warrants that Consultant has the authority to enter into this Agreement and that entering into this Agreement is not restricted or prohibited by any existing agreement to which Consultant is a party.  Further, Consultant shall require

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Consultant’s officers, employees, affiliates, associates, agents, contractors and other personnel to adhere to the terms of this Agreement.

14.Assignment and Subcontract.  This Agreement may not be assigned or subcontracted by Consultant without the express written consent of Poniard.

15.Advertisement.  Consultant may not use the name Poniard Pharmaceuticals, Inc. or any variation thereof for advertising or publicity purposes without first obtaining the written consent of Poniard.

16.Governing Law; Jurisdiction.  This Agreement is governed by the laws of the State of Washington, without regard to any conflicts-of-law principle that directs the application of another jurisdiction’s laws.  Venue of any suit or proceeding arising out of or relating to this Agreement shall lie exclusively in the state or federal courts located in King County, Washington, and each party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such courts.  Further, if either party is reasonably required to initiate legal action under this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and costs from the other party.

17.No Presumption Against Drafter.  For purposes of this Agreement, the parties hereby waive any rule of construction that requires that ambiguities in this Agreement be construed against the drafter.

18.Notices.  Each notice required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed sufficiently given if delivered by fax or by an express/overnight delivery service provided by a commercial carrier, properly addressed to the other party at the address designated in the first paragraph of this Agreement, or to such other address as may be designated in writing.  Notices shall be considered received on the date faxed or on the date of the dated receipt from the commercial carrier.

19.Waiver.  A delay or failure by either party to exercise any right under this Agreement will not constitute a waiver of that or any similar or future right.

20.Severability.  If any provision of this Agreement is declared invalid by any Court, then such provision shall be deemed automatically modified to conform to the requirements for validity as declared at such time, and as so modified, shall be deemed a provision of this Agreement as though originally included herein.  In the event that the provision invalidated is of such a nature that it cannot be modified, the provision shall be deemed deleted from this Agreement as though the provision had never been included herein.  In either case, the remaining provisions of this Agreement shall remain in effect.

21.Survival of Obligations.  The provisions of paragraph 6, 7, 8, 11, 16 and 19 shall survive termination or expiration of this Agreement.

22.Counterparts/Facsimile.  This Agreement may be signed in separate counterparts, and PDF or facsimile signatures will be accepted as originals

23.Entire Agreement.  This Agreement represents the entire understanding of the parties and may not be modified except by written agreement of the parties and supersedes all prior written and/or oral agreements.

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Poniard Pharmaceuticals, Inc.		Consultant
By:	/s/Ronald A. Martell	By:	/s/Gary A. Lyons
Name: Ronald A. Martell		Name: Gary A. Lyons
Title: President & COO

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EX-10.3

Exhibit 10.3

PONIARD PHARMACEUTICALS, INC.
AMENDED AND RESTATED 2004 INCENTIVE COMPENSATION

PLAN

RESTRICTED STOCK UNIT AWARD NOTICE

Poniard Pharmaceuticals, Inc. (the “Company”) hereby grants to you (“Participant”) a Restricted Stock Unit Award (the “Award”).  The Award is subject to all the terms and conditions set forth in this Restricted Stock Unit Award Notice (the “Award Notice”) and the Restricted Stock Unit Award Agreement (the “Award Agreement”) and the Poniard Pharmaceuticals, Inc. Amended and Restated 2004 Incentive Compensation Plan (the “Plan”), which are incorporated into this Award Notice in their entirety.

Participant:	Gary A. Lyons
Grant Date:	July 11, 2009
Vesting Commencement Date:	July 11, 2009
Number of Restricted Stock Units Subject to Award (the “Units”):	170,000
Vesting Schedule:	50% of the Units will vest on each of the first two anniversaries of the Vesting Commencement Date (subject to your continuous service as set forth in the attached Award Agreement). Notwithstanding the foregoing, any outstanding, unvested Units will become fully vested upon a Corporate Partnering Transaction or a Corporate Transaction. The terms “Corporate Partnering Transaction” and “Corporate Transaction” are defined in Section 3 of the Award Agreement.

Additional Terms/Acknowledgement:  You acknowledge receipt of, and understand and agree to, this Award Notice, the Award Agreement and the Plan.  You further acknowledge that as of the Grant Date, this Award Notice, the Award Agreement and the Plan set forth the entire understanding between you and the Company regarding the Award and supersede all prior oral and written agreements on the subject.

PONIARD PHARMACEUTICALS, INC.		PARTICIPANT
By:	/s/Anna Lewak Wight	By:	/s/Gary A. Lyons
Name: Anna Lewak Wight		Name: Gary A. Lyons
Title: Vice President, Legal		Address: [Address Inserted]

Attachments:

1.  Restricted Stock Unit Award Agreement

2.  Plan Summary for the Plan

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PONIARD PHARMACEUTICALS, INC.

AMENDED AND RESTATED 2004 INCENTIVE COMPENSATION
PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

Pursuant to your Restricted Stock Unit Award Notice (the “Award Notice”) and this Restricted Stock Unit Award Agreement (this “Award Agreement”), Poniard Pharmaceuticals, Inc. (the “Company”) has granted you a Restricted Stock Unit Award (the “Award”) under its Amended and Restated 2004 Incentive Compensation Plan (the “Plan”) for the number of Restricted Stock Units indicated in your Award Notice.  Capitalized terms not explicitly defined in the Award Notice or in this Award Agreement but defined in the Plan have the same definitions as in the Plan.

The details of the Award are as follows:

1.Vesting

The Award will vest as set forth in the Award Notice (the “Vesting Schedule”).  One share of the Company’s Common Stock will be issuable for each Restricted Stock Unit that vests.  Restricted Stock Units that have vested and are no longer subject to forfeiture according to the Vesting Schedule are referred to herein as “Vested Units.”  Restricted Stock Units that have not vested and remain subject to forfeiture under the Vesting Schedule are referred to herein as “Unvested Units.”  The Unvested Units will vest (and to the extent so vested cease to be Unvested Units remaining subject to forfeiture) in accordance with the Vesting Schedule (the Unvested and Vested Units are collectively referred to herein as the “Units”).

As soon as practicable after Unvested Units become Vested Units, but in no event later than 45 days after vesting, the Company will settle the Vested Units by issuing to you one share of the Company’s Common Stock for each Vested Unit.

2.Termination of Consulting Services

In the event that your consulting services with the Company pursuant to the consulting agreement between you and the Company effective April 1, 2009, as amended by Amendment One effective July 11, 2009 (the “Consulting Agreement”), terminate or are terminated for any reason, other than a termination by the Company for reasons other than Cause within one year after the Vesting Commencement Date, all Unvested Units as of the date of such termination will be forfeited by you automatically to the Company without payment of any consideration to you.  You will have no further rights, and the Company will have no further obligations to you, with respect to any such Unvested Units.

Notwithstanding the Vesting Schedule, if the Company terminates your consulting services pursuant to the Consulting Agreement for reasons other than Cause within one year after the Vesting Commencement Date, you automatically will become vested as of your termination date in 50% of the Unvested Units.

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For purposes of this Award Agreement, “Cause” has the meaning set forth in the Plan and, in addition to that definition, means a material breach by you of the Consulting Agreement (including, but not limited to, failure or inability to provide the services required by the Consulting Agreement).  The Plan Administrator will notify you in writing of any termination of your consulting services for reasons of Cause; provided, however, that with respect to a material breach of the Consulting Agreement, you will have a least 20 days after the date of such notice to correct the breach, after which time your consulting services will be deemed terminated if you have not cured the breach by such date.  Any determinations by the Plan Administrator with respect to a termination of your consulting services for reasons of Cause will be conclusive and binding on you.

3.Corporate Partnering Transaction and Corporate Transaction

3.1          In the event of a Corporate Partnering Transaction, all outstanding Unvested Units will become Vested Units upon consummation of such transaction.  For purposes of this Award Agreement, “Corporate Partnering Transaction” means a transaction in which the Company grants an unrelated third party the exclusive rights for the United States and Europe to sell, or co-promote with the Company, Picoplatin for all indications in exchange for payments to the Company consisting of upfront and milestone payments and royalties and/or profit sharing.  The Plan Administrator has the discretion to determine achievement of a Corporate Partnering Transaction and any such determination will be binding on you.

3.2          In the event of a Corporate Transaction (as defined in this Section 3.2), all outstanding Unvested Units will become Vested Units immediately prior to such Corporate Transaction.  For purposes of this Award Agreement, “Corporate Transaction” has the meaning set forth in the Plan, except that it does not include a transaction in which the holders of the outstanding voting securities of the Company immediately prior to the Corporate Transaction beneficially own at least 50% of the outstanding voting securities of the successor or surviving company (or its parent) immediately after the Corporate Transaction.

4.Securities Law Compliance

4.1          You represent and warrant that you (a) have been furnished with a copy of the Plan and the prospectus for the Plan and all information which you deem necessary to evaluate the merits and risks of receipt of the Award, (b) have had the opportunity to ask questions and receive answers concerning the information received about the Award and the Company, and (c) have been given the opportunity to obtain any additional information you deem necessary to verify the accuracy of any information obtained concerning the Award and the Company.

4.2          You hereby agree that you will in no event sell or distribute all or any part of the Company’s Common Stock that you may receive pursuant to settlement of the Units (the “Shares”) unless (a) there is an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws covering any such transaction involving the Shares or (b) the Company receives an opinion of your legal counsel (concurred in by legal counsel for the Company) stating that such transaction is

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exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration.  You understand that the Company has no obligation to you to register the Shares with the Securities and Exchange Commission and has not represented to you that it will so register the Shares.

4.3          You confirm that you have been advised, prior to your receipt of the Shares, that neither the offering of the Shares nor any offering materials have been reviewed by any administrator under the Securities Act or any other applicable securities act (the “Acts”) and that the Shares cannot be resold unless they are registered under the Acts or unless an exemption from such registration is available.

4.4          You hereby agree to indemnify the Company and hold it harmless from and against any loss, claim or liability, including attorneys’ fees or legal expenses, incurred by the Company as a result of any breach by you of, or any inaccuracy in, any representation, warranty or statement made by you in this Award Agreement or the breach by you of any terms or conditions of this Award Agreement.

5.Transfer Restrictions

Units may not be sold, transferred, assigned, encumbered, pledged or otherwise disposed of, whether voluntarily or by operation of law.

6.No Rights as Shareholder

You will not have voting or other rights as a shareholder of the Company with respect to the Units.

7.Independent Tax Advice

You acknowledge that determining the actual tax consequences to you of receiving or disposing of the Units and any Shares received in settlement of the Units may be complicated.  These tax consequences will depend, in part, on your specific situation and may also depend on the resolution of currently uncertain tax law and other variables not within the control of the Company.  You are aware that you should consult a competent and independent tax advisor for a full understanding of the specific tax consequences to you of receiving the Units and receiving or disposing of the Shares.  Prior to executing the Award Notice, you either have consulted with a competent tax advisor independent of the Company to obtain tax advice concerning the receipt of the Units and the receipt or disposition of the Shares in light of your specific situation or you have had the opportunity to consult with such a tax advisor but chose not to do so.

8.Book Entry Registration of Shares

The Company will issue the Shares by registering the Shares in book entry form with the Company’s transfer agent in your name and the applicable restrictions will be noted in the records of the Company’s transfer agent and in the book entry system.

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9.Withholding

You are solely responsible for all taxes owed in connection with this Award (e.g., at vesting and/or upon receipt of the Shares), including any domestic or foreign tax withholding obligations required by law, whether national, federal, state or local, including FICA or any other tax obligation.

10.General Provisions

10.1        Notices.  Whenever any notice is required or permitted hereunder, such notice must be in writing and personally delivered or sent by mail.  Any notice required or permitted to be delivered hereunder will be deemed to be delivered on the date on which it is personally delivered, or, whether actually received or not, on the third business day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address that such person has theretofore specified by written notice delivered in accordance herewith.  You or the Company may change, by written notice to the other, the address previously specified for receiving notices.  Notices delivered to the Company should be addressed as follows:

Poniard Pharmaceuticals, Inc.

Attn:  Chief Financial Officer

7000 Shoreline Court, Suite 270

South San Francisco, California 94080

10.2        Assignment.  The Company may assign its rights under this Award Agreement at any time, whether or not such rights are then exercisable, to any person or entity selected by the Company’s Board.

10.3        No Waiver.  No waiver of any provision of this Award Agreement will be valid unless in writing and signed by the person against whom such waiver is sought to be enforced, nor will failure to enforce any right hereunder constitute a continuing waiver of the same or a waiver of any other right hereunder.

10.4        Undertaking.  You hereby agree to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either you or the Units pursuant to the express provisions of this Award Agreement.

10.5        Agreement Is Entire Contract.  This Award Agreement, the Award Notice and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof and supersede all prior oral or written agreements on the subject.  This Award Agreement is made pursuant to the provisions of the Plan and will, except as otherwise set forth in this Award Agreement, be construed in conformity with the express terms and provisions of the Plan.

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10.6        Successors and Assigns.  The provisions of this Award Agreement will inure to the benefit of, and be binding on, the Company and its successors and assigns and you and your legal representatives, heirs, legatees, distributees, assigns and transferees by operation of law, whether or not any such person will have become a party to this Award Agreement and agreed in writing to join herein and be bound by the terms and conditions hereof.

10.7        No Employment or Service Contract.  Nothing in this Award Agreement will affect in any manner whatsoever the right or power of the Company, or Related Corporations, to terminate your employment or services on behalf of the Company, for any reason, with or without Cause.

10.8        Section 409A Compliance.  The Company makes no representations or warranties to you with respect to any tax, economic or legal consequences of the Award Notice or this Award Agreement or any payments or other benefits provided hereunder, including without limitation under Section 409A of the Code, and no provision of the Award Notice or this Award Agreement will be interpreted or construed to transfer any liability for failure to comply with Section 409A of the Code from you or any other individual to the Company or any of its affiliates.  By executing Award Notice, you will be deemed to have waived any claim against the Company and its affiliates with respect to any such tax, economic or legal consequences.  Notwithstanding any other provision in the Award Notice, this Award Agreement or the Plan to the contrary, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but will not be required, to unilaterally amend or modify the Award Notice or this Award Agreement so that the Award qualifies for exemption from or complies with Section 409A of the Code; provided, however, that the Company makes no representations that the Award will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to the Award.

10.9        Counterparts.  The Award Notice may be executed in two or more counterparts, each of which will be deemed an original, but which, upon execution, will constitute one and the same instrument.

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EX-99.1

Exhibit 99.1

Poniard Pharmaceuticals Appoints Gary A. Lyons to Board of Directors

South San Francisco, Calif. (July 9, 2009) — Poniard Pharmaceuticals, Inc. (NASDAQ: PARD), a biopharmaceutical company focused on innovative oncology therapies, today announced the appointment of Gary A. Lyons, to the Company’s board of directors.  His appointment increases the number of directors on the Poniard board to ten.

“We are pleased Gary is on the board to help guide us as we move toward our goal of commercializing picoplatin in 2010,” said Jerry McMahon, Ph.D., chairman and chief executive officer of Poniard.  “Gary’s extensive pharmaceutical business development and commercialization experience will provide an invaluable contribution as we continue the process of identifying and securing a worldwide partner for picoplatin, and executing our strategy of building a commercial stage oncology business.”

“I look forward to working with the Poniard board and management team to successfully implement its partnering and commercialization strategy for picoplatin,” said Mr. Lyons.  “With the pivotal Phase 3 picoplatin data in small cell lung cancer approaching, Poniard is on the cusp of a transformative time in the company’s history that I look forward to being a part of.”

Gary A. Lyons has served as a consultant to Poniard on matters of corporate and business development activities since April 2009, and the Company expects to expand his consulting arrangement as it moves forward with its commercialization and partnering activities.  Gary has served as a Director of Neurocrine Biosciences, Inc. since February 1993 and held various executive positions with Neurocrine, including President and Chief Executive Officer, from February 1993 through January 2008.  Prior to joining Neurocrine, Mr. Lyons held a number of senior management positions at Genentech, including Vice President of Business Development, Vice President of Sales, and Director of Sales and Marketing.  Mr. Lyons currently serves on the Boards of Directors for Rigel Pharmaceuticals, Inc., Vical, Incorporated, and Facet Biotech, all publicly held biotechnology companies.  Mr. Lyons holds a B.S. in marine biology from the University of New Hampshire and a M.B.A. from Northwestern University’s J.L. Kellogg Graduate School of Management.

About Poniard Pharmaceuticals

Poniard Pharmaceuticals, Inc. is a biopharmaceutical company focused on the development and commercialization of innovative oncology products to impact the lives of people with cancer. Picoplatin, the Company’s lead platform product candidate, is a new generation platinum chemotherapy. To date, clinical studies suggest that picoplatin has an improved safety profile relative to existing platinum-based cancer therapies. Picoplatin is designed to overcome platinum resistance associated with chemotherapy in solid tumors, and is being studied in multiple cancer indications, combinations and formulations. Clinical trials of intravenous picoplatin include a Phase 3 trial in small cell lung cancer and Phase 2 trials in metastatic colorectal and castration-resistant (hormone refractory) prostate cancers. The Company also is conducting a clinical trial of oral picoplatin in solid tumors. For additional information, please visit http://www.poniard.com.

Forward-Looking Statement

This release contains forward-looking statements, including statements regarding the Company’s business objectives and strategic goals, drug development plans, the potential safety and efficacy of its products in development, and commercialization and partnering strategy. 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 clinical testing; the receipt and timing of FDA and other required regulatory approvals; the market’s acceptance of the Company’s proposed products; 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 (SEC), including the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 and its Quarterly Report on Form 10-Q for the period ended March 31, 2009. 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.

(C) 2009 Poniard Pharmaceuticals, Inc. All Rights Reserved.

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

For Further Information:

Susan Neath

Burns McClellan

212-213-0006

sneath@burnsmc.com

Jani Bergan

WeissComm Partners

415-946-1064

jbergan@wcpglobal.com

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