Exhibit 10.22


PONIARD PHARMACEUTICALS, INC.

KEY EXECUTIVE SEVERANCE AGREEMENT


This Key Executive
Severance Agreement (VP) (this “Agreement”), dated
as of 

May 7, 2007, is entered into by and between PONIARD PHARMACEUTICALS, INC., a
Washington corporation (as supplemented by Section 10, the “Company”), and Ronald A. Martell (the “Executive”).


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


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


1.           Term


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


2.           Employment


The
Executive and the Company acknowledge that, except as may otherwise be provided
under any other written agreement between the Executive and the Company, the
employment of the Executive by the Company or by any affiliated or successor
company is “at will” and may be terminated by either the Executive or the
Company or its affiliated companies at any time with or without cause, subject
to the termination payments prescribed herein.













3.           Attention and Effort


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


4.           Termination


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


4.1          By the Company or the Executive


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


4.2          Automatic Termination


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



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4.3          Notice of Termination


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


4.4          Date of Termination


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


5.           Termination Payments


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


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


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


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


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


(ii)           any compensation previously deferred
by the Executive (together with accrued interest or earnings thereon, if any)
and any accrued vacation pay that would be payable under the Company’s standard
policy, in each case to the extent not theretofore paid;



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


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


5.2          Termination for Cause or Other Than for
Good Reason


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


5.3          Expiration of Term


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


5.4          Termination Because of Death or Total
Disability


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


5.5          Payment Schedule


All
payments of Accrued Obligations, or any portion thereof payable pursuant to
this Section 5, shall be made to the Executive within ten (10) working
days of the Date of Termination.  Any
severance payments payable to the Executive pursuant to Section 5.1(c)
shall be made to the Executive in the form of salary continuation, payable at
normal payroll intervals during the nine (9) month period following the Date of
Termination (“Payment Period”).



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5.6          Cause


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


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


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


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


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


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


5.7          Good Reason


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


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


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


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


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



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


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


5.8          General Release of Claims


As a
condition to the payment contemplated by Section 5.1(c), the Executive shall
execute a general release of claims against the Company in a form satisfactory
to the Company in its sole discretion. 
By way of example and not limitation, the general release of claims will
include any claims for wages, bonuses, employment benefits, or damages of any
kind whatsoever, arising out of any contracts, express or implied, any covenant
of good faith and fair dealing, express or implied, any theory of wrongful
discharge, any legal restriction on the Company’s right to terminate
employment, or any federal, state or other governmental statute or ordinance,
including, without limitation, Title VII of the Civil Rights Act of 1964, the
federal Age Discrimination in Employment Act, the Americans with Disabilities
Act, the Family and Medical Leave Act, the Washington Law Against
Discrimination, or any other legal limitation on the employment relationship.


5.9          Dispute regarding existence of Good
Reason for Termination


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


6.           Representations, Warranties and Other
Conditions


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


6.1          Health


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



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6.2          No Violation of Other Agreements


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


7.           Nondisclosure; Return of Materials


7.1          Nondisclosure


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


7.2          Return of Materials


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


8.           Notice and Cure of Breach


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


9.           Form of Notice


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



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  If to the Executive:

  	
   

  	
  Ronald A.
  Martell

  
	
   

  	
   

  	
  49 Wisteria Way

  
	
   

  	
   

  	
  Basking Ridge,
  New Jersey 07920

  
	
   

  	
   

  	
   

  
	
  If to the Company:

  	
   

  	
  Poniard
  Pharmaceuticals, Inc.

  
	
   

  	
   

  	
  300 Elliott
  Avenue West, Suite 500

  
	
   

  	
   

  	
  Seattle,
  Washington 98119

  
	
   

  	
   

  	
  Attn: Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Perkins Coie LLP

  
	
   

  	
   

  	
  1201 Third
  Avenue, 40th Floor

  
	
   

  	
   

  	
  Seattle,
  Washington 98101-3099

  
	
   

  	
   

  	
  Attn: James R.
  Lisbakken

  



 


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


10.         Assignment


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


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


11.         Waivers


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



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12.         Amendments In Writing


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


13.         Applicable Law


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


14.         Arbitration; Attorneys’ Fees


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


If it
becomes necessary to pursue or defend any legal proceeding, whether in
arbitration or court, in order to resolve a dispute arising under this
Agreement, the prevailing party in any such proceeding shall be entitled to
recover its reasonable costs and attorneys’ fees.


15.         Severability


If any
provision of this Agreement shall be held invalid, illegal or unenforceable in
any jurisdiction, for any reason, including, without limitation, the duration
of such provision, its geographical scope or the extent of the activities
prohibited or required by it, then, to the full extent permitted by law,
(a) all other provisions hereof shall remain in full force and 



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effect in such
jurisdiction and shall be liberally construed in order to carry out the intent
of the parties hereto as nearly as may be possible, (b) such invalidity,
illegality or unenforceability shall not affect the validity, legality or
enforceability of any other provision hereof, and (c) any court or
arbitrator having jurisdiction thereover shall have the power to reform such provision
to the extent necessary for such provision to be enforceable under applicable
law.


16.         Coordination With Change of Control
Agreement


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


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


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


(c)           the severance payment required under
Section 5.1(c) hereof need not be paid during the first six
(6) months of the Payment Period if a severance payment is made under
Section 8.1(d) of the Change of Control Agreement; provided that the
remaining one-third balance of the severance payment required under
Section 5.1(c) hereof shall be paid during the Payment Period as provided
herein.


17.         Excess Parachute Payments


Unless
provided by Section 8.8 of the Change of Control Agreement, if any portion
of the payments or benefits under this Agreement or any other agreement or
benefit plan of the Company (including stock options) would be characterized as
an “excess parachute payment” to the Executive under Section 280G of the
Internal Revenue Code of 1986, as amended (the “Code”),
the Executive shall be paid any excise tax that the Executive owes under
Section 4999 of the Code as a result of such characterization, such excise
tax to be paid to the Executive at least ten (10) days prior to the date that
he is obligated to make the excise tax payment. 
The determination of whether and to what extent any payments or benefits
would be “excess parachute payments” and the date by which any excise tax shall
be due, shall be determined in writing by recognized tax counsel selected by
the Company and reasonably acceptable to the Executive.



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18.         Entire Agreement


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


19.         Withholding


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


20.         Counterparts


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


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


	
  

  	
  PONIARD
  PHARMACEUTICALS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  GERALD MCMAHON

  	
   

  
	
   

  	
   

  	
  Name: Gerald
  McMahon, Ph.D.

  
	
   

  	
   

  	
  Its: Chairman,
  President and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  RONALD A. MARTELL

  	
   

  
	
   

  	
   

  	
   

  
	
  :

  	
  Name 

  	
  Ronald A.
  Martell

  
	
   

  	
   

  	
   

  
						



 



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