Exhibit 10.2


 


AMENDMENT NO. 1 TO


 


COMMON STOCK PURCHASE AGREEMENT


 


This AMENDMENT
NO. 1 (the “First  Amendment”) to that
certain Common Stock Purchase Agreement,  dated August 19,
2009 (the “Agreement”),
by and between Poniard Pharmaceuticals, Inc., a corporation organized and
existing under the laws of the State of Washington (the “Company”), and
Azimuth Opportunity Ltd., an international business company incorporated under
the laws of the British Virgin Islands (the “Investor”), is entered into as of November 20,
2009 (the “First  Amendment
Date”).  Capitalized terms
not otherwise defined herein shall have the meaning set forth in the Agreement.


 


RECITALS


 


WHEREAS,
Section 2.2 of the Agreement and the definition of “Threshold
Price” provide that the Threshold Price (as defined) shall not be less than
$3.00 per share;


 


WHEREAS,
the Agreement remains in full force and effect;


 


WHEREAS, Section 9.3
of the Agreement provides that the Agreement may be amended by a written
instrument signed by the Company and the Investor; and


 


WHEREAS, the Company
and the Investor now desire to amend the Agreement as set forth herein.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in the
Agreement and this First Amendment, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:


 


1.                                      Amendment
of Section 2.2.  Effective as
of the First Amendment Date, Section 2.2 of the Agreement shall be amended
to add the following to the end of the table included therein:


 


	
  “Equal to or greater than
  $2.00 and less than $3.00

  	
   

  	
  Not to exceed $1,250,000

  	
   

  	
  93.750% of the VWAP”

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  “Equal to or greater than
  $1.00 and less than $2.00

  	
   

  	
  Not to exceed $1,000,000

  	
   

  	
  93.500% of the VWAP”

  



 

















 


2.                                      Amendment
of “Threshold Price” Definition.  Effective as of the First Amendment Date, the
definition of “Threshold Price” in Section (iii) of Annex A to
the Agreement shall be amended and restated to read in its entirety as follows:


 


“(iii) “Threshold Price” is the
lowest price (except to the extent otherwise provided in Section 2.6) at
which the Company may sell Shares during the applicable Pricing Period as set
forth in a Fixed Request Notice (not taking into account the applicable percentage
discount during such Pricing Period determined in accordance with Section 2.2);
provided, however, that at no time shall the Threshold Price be
lower than $1.00 per share unless the Company and the Investor mutually shall
agree.”


 


3.                                      Continuing
Effect of Agreement.  Except as
expressly set forth in this First Amendment, all other provisions of the
Agreement remain in full force and effect.


 


4.                                      Governing
Law.  This First Amendment shall be
governed by and construed in accordance with the internal procedure and
substantive laws of the State of New York, without giving effect to the choice
of law provisions of such state.


 


5.                                      Counterparts.  This First Amendment may be executed in
counterparts, all of which taken together shall constitute one and the same original
and binding instrument and shall become effective when all counterparts have
been signed by each party and delivered to the other parties hereto, it being
understood that all parties hereto need not sign the same counterpart.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 1 TO THE AGREEMENT to be executed and
delivered as of the First Amendment Date.


 


 


	
   

  	
  Company:

  
	
   

  	
  PONIARD PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory L. Weaver

  
	
   

  	
   

  	
  Name: Gregory L. Weaver

  
	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Investor:

  
	
   

  	
  AZIMUTH OPPORTUNITY LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter Poole

  
	
   

  	
   

  	
  Name: Peter Poole

  
	
   

  	
   

  	
  Title: Director