Exhibit 10.28  Level 3  Amended & Restated  PONIARD PHARMACEUTICALS, INC.
AMENDED AND RESTATED
KEY EXECUTIVE SEVERANCE AGREEMENT  This Amended
and Restated Key Executive Severance Agreement (this Agreement), dated as
of February 24, 2009, is entered into by and between PONIARD
PHARMACEUTICALS, INC., a Washington corporation (as supplemented by Section 10
hereof, the Company),
and JANET R. REA (the Executive)
to reflect amendments made in December, 2008.  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 thisAgreement
as first appearing above; provided, however, that this Agreement shall
automatically renew for successive additional one (1) year periods (Renewal Terms)
unless notice of nonrenewal is given by either party to the other party at
least nine (9) months prior to the end of the Initial Term or any Renewal
Term; and provided, further, that if a Change of Control (as defined in the
Change of Control Agreement referenced in Section 16 hereof) occurs during
the Term, the Term shall automatically extend for the duration of the
Employment Period (as defined in the Change of Control Agreement). The Term of this
Agreement shall be the Initial Term plus all Renewal Terms and, if applicable,
the duration of the Employment Period. At the end of the Term, this Agreement
shall terminate without further action by either the Company or the Executive.  2.Employment
at Will  The Executive
and the Company acknowledge that, except as may otherwise be provided under any
other written agreement between the Executive and the Company, the employment
of the Executive by the Company or any affiliated companies is at will and
may be terminated by either the Executive or the Company or its affiliated
companies at any time with or without cause, subject to the termination
payments prescribed herein.


3.Attention
and Effort  During any
period of time that the Executive remains in the employ of the Company, and
excluding any periods of vacation and sick leave to which the Executive is
entitled, the Executive will devote all of the Executives productive time,
ability, attention and effort to the business and affairs of the Company and
the discharge of the responsibilities assigned to the Executive hereunder, and
will seek to perform faithfully and efficiently such responsibilities. It shall
not be a violation of this Agreement for the Executive to (a) serve on
corporate, civic or charitable boards or committees, (b) deliver lectures,
fulfill speaking engagements or teach at educational institutions, (c) manage
personal investments, or (d) engage in activities permitted by the
policies of the Company or as specifically permitted by the Company, so long as
such activities do not significantly interfere with the performance of the
Executives responsibilities in accordance with this Agreement. It is expressly
understood and agreed that to the extent any such activities have been
conducted by the Executive prior to the Term, the continued conduct of such
activities (or the conduct of activities similar in nature and scope thereto)
during the Term shall not thereafter be deemed to interfere with the
performance of the Executives responsibilities to the Company.  4.Termination  During the
Term, employment of the Executive may be terminated as follows, but, in any
case, the nondisclosure provisions set forth in Section 7 hereof shall
survive the termination of this Agreement and the termination of the Executives
employment with the Company:  4.1Termination
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 the
Executives employment for Good Reason (as defined below) or for any reason,
upon giving a Notice of Termination (as defined below).  4.2Automatic
Termination  This Agreement
and the Executives employment during the Term 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.  4.3Notice
of Termination  Any
termination by the Company or by the Executive during the Term shall be
communicated by a 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  2


forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executives employment under the
provision so indicated. The failure by the Executive or the Company to set
forth in the Notice of Termination any fact or circumstance that contributes to
a showing of Good Reason or Cause shall not waive any right of the Executive or
the Company hereunder or preclude the Executive or the Company from asserting
such fact or circumstance in enforcing the Executives or the Companys rights
hereunder.  4.4Date
of Termination  Date of Termination
means (a) if the Executives employment is terminated by reason of death,
the last day of the calendar month in which the Executives death occurs, (b) if
the Executives employment is terminated by reason of Total
Disability, immediately upon a determination by the Company of the
Executives Total Disability, and (c) in all other cases, ten (10) days
after the date of personal delivery or mailing of the Notice of Termination. The
Executives employment and performance of services will continue during such
ten (10) day period; provided, however, that the Company may, upon notice
to the Executive and without reducing the Executives compensation during such
period, excuse the Executive from any or all of the Executives duties during
such period. Notwithstanding anything
contained in this Agreement to the contrary, the date on which a separation from
service (Separation from Service)
pursuant to Section 409A of the Internal Revenue Code of 1986, as amended
(Code Section 409A),
occurs shall be the Date of Termination or termination of employment for
purposes of determining the timing of payments under this Agreement to the
extent necessary to have such payments and benefits under this Agreement be
exempt from the requirements of Code Section 409A or comply with the
requirements of Code Section 409A.  5.Termination
Payments  In the event
of termination of the Executives employment during the Term, all compensation
and benefits shall terminate, except as specifically provided in this Section 5.  5.1Termination
by the Company Other Than for Cause or by the Executive for Good Reason  If during the
Term the Company terminates the Executives employment other than for Cause or
the Executive terminates the Executives employment for Good Reason, the
Executive shall be entitled to:  (a)receive
payment of the following accrued obligations (the Accrued Obligations):  (i)the Executives
then current annual base salary through the Date of Termination to the extent
not theretofore paid;  (ii)any compensation
previously deferred by the Executive (together with accrued interest or
earnings thereon, if any); and  (iii)any accrued vacation pay
that would be payable under the Companys standard policy, in each case to the
extent not theretofore paid;  3


(b)have
the Company pay 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 Executives premiums for
health insurance benefit continuation for the Executive and the Executives
family members, if applicable, that the Company provides to the Executive under
the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of
1985, as amended (COBRA),
to the extent that the Company would have paid such premiums had the Executive
remained employed by the Company (such continued payment is hereinafter
referred to as COBRA
Continuation); and  (c)an
amount as severance pay equal to seventy-five percent (75%) of the Executives
then current annual base salary for the fiscal year in which the Date of
Termination occurs, subject to payment as set forth in Sections 5.5 and
5.9 hereof.  5.2Termination
for Cause or Other Than for Good Reason  If during the
Term the Executives employment shall be terminated by the Company for Cause or
by the Executive for other than Good Reason, this Agreement shall terminate
without further obligation on the part of the Company to the Executive, other
than the Companys obligation to pay the Executive the Accrued Obligations to
the extent theretofore unpaid.  5.3Expiration
of Term  In the event
the Executives employment is not terminated prior to expiration of the Term,
this Agreement shall terminate without further obligation on the part of the
Company to the Executive.  5.4Termination
Because of Death or Total Disability  If during the
Term the Executives employment is terminated by reason of the Executives
death or Total Disability, this Agreement shall terminate automatically without
further obligation on the part of the Company to the Executive or the Executives
legal representatives under this Agreement, other than the Companys obligation
to pay the Executive the Accrued Obligations (which shall be paid to the
Executives estate or beneficiary, as applicable in the case of the Executives
death) and to provide COBRA Continuation.  5.5Payment
Schedule  All payments
of Accrued Obligations, or any portion thereof payable pursuant to this Section 5,
other than deferred compensation pursuant to Section 5.1(a)(ii) hereof,
shall be made to the Executive within ten (10) working days of the Date of
Termination. Deferred compensation pursuant to Section 5.1(a)(ii) hereof
shall be payable pursuant to the terms of the deferred compensation program. Any
severance payments payable to the Executive pursuant to Section 5.1(c) hereof
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. Notwithstanding the preceding provisions of this Section 5, if any payment or
benefit pursuant to this Agreement constitutes a deferral of compensation
subject to Code Section 409A (after taking into account, to the maximum
extent possible, any applicable exemptions) (a 409A
Payment) treated as payable to a Specified Employee (as defined
in Section 20.1 hereof) upon  4


Separation from Service, the provisions of Section 20.1 hereof
shall apply. Section 5.8 hereof must be satisfied to receive payments and
benefits under this Agreement.  5.6Cause  For purposes
of this Agreement, Cause
means cause given by the Executive to the Company and shall include, without
limitation, the occurrence of one (1) or more of the following events:  (a)a
clear refusal to carry out any material lawful duties of the Executive or any
directions of the Board or senior management of the Company 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.  5.7Good
Reason  For purposes
of this Agreement, Good
Reason means:  (a)material
reduction of the Executives annual base salary to a level below the level in
effect on the date of this Agreement, regardless of any change in the Executives
duties or responsibilities;  (b)the
assignment to the Executive of any duties materially inconsistent with the
Executives position, authority, duties or responsibilities or any other action
by the Company that results in a material diminution in such position,
authority, duties or responsibilities, excluding for this purpose an isolated
and inadvertent action not taken in bad faith and that is remedied by the
Company promptly after receipt of notice thereof given by the Executive;  (c)the
Companys requiring the Executive to be based at any office or location more
than fifty (50) miles from the city in which the Executive is currently
employed by the Company, i.e., San Francisco, California or Seattle,
Washington;  5


(d)any
failure by the Company to comply with and satisfy Section 10 hereof;
provided, however, that the Companys successor has received at least ten (10) days
prior written notice from the Company or the Executive of the requirements of Section 10
hereof; or  (e)any
other material violation of any provision of this Agreement by the Company;  provided, however, that the Executive has notified the Company of such
salary reduction, assignment, failure, situation or violation within ninety
(90) days of its occurrence and there has been compliance with the notice and
opportunity-to-cure requirements of Section 8 hereof.  5.8General
Release of Claims  As a condition
to receiving the payments and benefits under this Section 5 other than
Accrued Obligations set forth in Sections 5.1(a)(i) and 5.1(a)(iii) hereof,
the Executive shall execute (and not later revoke) a general release and waiver
of all claims against the Company, which release and waiver shall be in a form
satisfactory to the Company, in its sole discretion, and delivered to the
Company no later than the seventh day of the third month of the fiscal year
following the year in which the Date of Termination occurs. By way of example
and not limitation, the general release and waiver of claims will include any
claims for wages, bonuses, employment benefits, or damages of any kind
whatsoever, arising out of any contracts, express or implied, any covenant of
good faith and fair dealing, express or implied, any theory of wrongful
discharge, any legal restriction on the Companys right to terminate
employment, or any federal, state or other governmental statute or ordinance,
including, without limitation, Title VII of the Civil Rights Act of 1964, the
federal Age Discrimination in Employment Act, the Americans with Disabilities
Act, the Family and Medical Leave Act, the Washington Law Against
Discrimination, or any other legal limitation on the employment relationship. To
the extent any payment or benefit is a 409A Payment, the provisions of Section 20.3
hereof shall apply.  5.9Dispute
Regarding Existence of Good Reason for Termination  In the event
the Company disputes whether Good Reason existed for the Executive to terminate
the Executives employment for Good Reason, the Company shall pay salary
continuation as provided in Section 5.5 until the earliest of (a) settlement
by the parties, (b) determination by arbitration in accordance with Section 14
hereof that Good Reason did not exist, and (c) 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


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 the Executive from fulfilling the Executives obligations
hereunder. The Executive agrees, if the Company requests, to submit to
reasonable periodic medical examinations by a physician or physicians
designated by, paid for and arranged by the Company. The Executive agrees that
each examinations medical report shall be provided to the Company.  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 agreements or
obligations by which the Executive may be bound.  7.Nondisclosure;
Return of Materials  7.1          Nondisclosure  Except as
required by the Executives employment with the Company, the Executive will
not, at any time during the term of employment by the Company, or at any time
thereafter, directly, indirectly or otherwise, use, communicate, disclose,
disseminate, lecture upon or publish articles relating to any confidential,
proprietary or trade secret information of the Company without the prior
written consent of the Company. The Executive understands that the Company will
be relying on this Agreement in continuing the Executives employment, paying
the Executives compensation, granting the Executive any promotions or raises,
or entrusting the Executive 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 the
Executives possession, including any and all copies thereof, shall be the
property of the Company and shall be held by the Executive in trust and solely
for the benefit of the Company, and shall be delivered to the Company by the
Executive upon termination of employment or at any other time upon request by
the Company.  8.Notice
and Cure of Breach  Whenever a
breach of this Agreement by either party is relied upon as justification for
any action taken by the other party pursuant to any provision of this Agreement,
other than clause (a), (b), (c) or (d) of Section 5.6
hereof, before such action is taken, the party asserting the breach of this
Agreement shall give the other party at least twenty (20) days prior written
notice of the existence and the nature of such breach before taking further
action hereunder and shall give the party purportedly in breach of this
Agreement the opportunity to correct such breach during the twenty (20) day
period.  7


9.Form of
Notice  Every notice
required by the terms of this Agreement shall be given in writing by serving
the same upon the party to whom it was addressed personally or by registered or
certified mail, return receipt requested, at the address set forth below or at such
other address as may hereafter be designated by notice given in compliance with
the terms hereof:  If to the Executive:
  Janet R. Rea9815-21st Avenue NWSeattle, Washington 98117If to the Company:
  Poniard Pharmaceuticals, Inc.300 Elliott Avenue West, Suite 500Seattle, Washington 98119Attn: Chief Executive OfficerWith a copy to:
  Perkins CoieLLP1201 Third Avenue, Suite 4800Seattle, Washington 98101-3099Attn: 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, 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  8


right, title, interest or remedy in a particular instance or
circumstance shall not constitute a waiver thereof in any other instance or
circumstance. All rights and remedies shall be cumulative and not exclusive of
any other rights or remedies.  12.Amendments
in Writing  No amendment,
modification, waiver, termination or discharge of any provision of this
Agreement, or consent to any departure therefrom by either party hereto, shall
in any event be effective unless the same shall be in writing, specifically
identifying this Agreement and the provision intended to be amended, modified,
waived, terminated or discharged and signed by the Company and the Executive,
and each such amendment, modification, waiver, termination or discharge shall
be effective only in the specific instance and for the specific purpose for
which given. No provision of this Agreement shall be varied, contradicted or
explained by any oral agreement, course of dealing or performance or any other
matter not set forth in an agreement in writing and signed by the Company and
the Executive.  13.Applicable
Law  This Agreement
shall in all respects, including all matters of construction, validity and
performance, be governed by, and construed and enforced in accordance with, the
laws of the State of Washington, without regard to any rules governing
conflicts of laws.  14.Arbitration;
Attorneys Fees  Except in
connection with enforcing Section 7 hereof, for which legal and equitable
remedies may be sought in a court of law, any dispute arising under this
Agreement shall be subject to arbitration. The arbitration proceeding shall be conducted
in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (the AAA Rules) then in effect, conducted by one (1) arbitrator
either mutually agreed upon or selected in accordance with the AAA Rules. The
arbitration shall be conducted in King County, Washington, under the
jurisdiction of the Seattle office of the American Arbitration Association. The
arbitrator shall have authority only to interpret and apply the provisions of
this Agreement, and shall have no authority to add to, subtract from or
otherwise modify the terms of this Agreement. Any demand for arbitration must
be made within sixty (60) days of the event(s) giving rise to the claim
that this Agreement has been breached. The arbitrators decision shall be final
and binding, and each party agrees to be bound by the arbitrators award,
subject only to an appeal therefrom in accordance with the laws of the State of
Washington. Either party may obtain judgment upon the arbitrators award in the
Superior Court of King County, Washington.  If it becomes
necessary to pursue or defend any legal proceeding, whether in arbitration or
court, in order to resolve a dispute arising under this Agreement, the
prevailing party in any such proceeding shall be entitled to recover its
reasonable costs and attorneys fees. To the extent necessary to prevent the
Executive from being subject to any additional tax pursuant to Code Section 409A(a)(1)(B),
any amounts payable to the Executive pursuant to this paragraph shall be paid in
no event later than the year following the year during which such costs and
fees were incurred.  9


15.Severability  If any
provision of this Agreement shall be held invalid, illegal or unenforceable in
any jurisdiction, for any reason, including, without limitation, the duration
of such provision, its geographical scope or the extent of the activities
prohibited or required by it, then, to the full extent permitted by law, (a) all
other provisions hereof shall remain in full force and effect in such
jurisdiction and shall be liberally construed in order to carry out the intent
of the parties hereto as nearly as may be possible, (b) such invalidity,
illegality or unenforceability shall not affect the validity, legality or
enforceability of any other provision hereof, and (c) any court or
arbitrator having jurisdiction thereover shall have the power to reform such
provision to the extent necessary for such provision to be enforceable under
applicable law.  16.Coordination
With Change of Control Agreement  Contemporaneously
with this Agreement, the Company and the Executive are entering into an Amended
and Restated Change of Control Agreement (the Change of Control Agreement), which
agreement provides for certain forms of severance and benefit payments in the
event of termination of the Executives employment under certain defined
circumstances. This Agreement is in addition to the Change of Control
Agreement, providing certain assurances to the Executive in circumstances that
the Change of Control Agreement does not cover, and in no way supersedes or
nullifies the Change of Control Agreement. Nevertheless, it is possible that a
termination of employment by the Company or by the Executive may fall within
the scope of both agreements. In such event, payments made to the Executive
under Section 5.1 hereof shall be coordinated with payments made to the
Executive under Section 8.1 of the Change of Control Agreement as follows:  (a)           Accrued Obligations under this Agreement
need not be paid if paid under the Change of Control Agreement;  (b)           COBRA Continuation under this
Agreement need not be provided if provided under the Change of Control
Agreement; and  (c)           the severance payment required under Section 5.1(c) hereof
(and paid pursuant to Section 5.5 hereof) need not be paid to the extent a
severance payment is made under Section 8.1(d) of the Change of
Control Agreement in connection with a Change of Control under the Change of
Control Agreement that constitutes a change in the ownership or effective
control of the Company or in the ownership of a substantial portion of the
assets of the Company within the meaning of subsection (a)(2)(A)(v) of
Code Section 409A, i.e., the credit from Section 8.1(d) of the
Change of Control Agreement is applied as amounts become due under Section 5.5
hereof.  17.Excess
Parachute Payments  Unless
provided by Section 8.8 of the Change of Control Agreement, if any portion
of the payments or benefits under this Agreement or any other agreement or
benefit plan of the Company (including stock options) would be characterized as
an excess parachute payment to the Executive under Section 280G of the
Internal Revenue Code of 1986, as amended (the Code), the Executive shall be paid any
excise tax that the Executive owes under Code Section 4999 as a result of
such characterization, such excise tax to be paid to the Executive at  10


least ten (10) days prior to the date that the Executive is obligated
to make the excise tax payment. The determination of whether and to what extent
any payments or benefits would be excess parachute payments and the date by
which any excise tax shall be due shall be determined in writing by recognized
tax counsel selected by the Company and reasonably acceptable to the Executive.
Without limitation on the foregoing, the payments made pursuant to this Section 17
shall be made no later than the end of the year following the year in which the
Executive remits such excise tax to the Internal Revenue Service.  18.Entire
Agreement  This Agreement
supersedes and replaces the Key Executive Severance Agreement, dated as of July 7,
2008, between the parties, and except as described in Section 16 hereof,
this Agreement constitutes the entire agreement between the Company and the
Executive with respect to the subject matter hereof, and all prior or
contemporaneous oral or written communications, understandings or agreements
between the Company and the Executive with respect to such subject matter are
hereby superseded and nullified in their entireties, except that the
Proprietary Information and Invention Agreement between the Executive and the
Company shall continue in full force and effect to the extent not superseded by
Section 7 hereof.  19.Withholding  The Company
may withhold from any amounts payable under this Agreement such federal, state
or local taxes as shall be required to be withheld pursuant to any applicable
law or regulation.  20.409A
Interpretation Provision  The parties
intend that this Agreement and the payments and benefits provided hereunder be
exempt from the requirements of Code Section 409A to the maximum extent
possible, whether pursuant to the short-term deferral exception described in
Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay
plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii),
or otherwise. To the extent Code Section 409A is applicable to this
Agreement, the parties intend that this Agreement comply with the deferral,
payout and other limitations and restrictions imposed under Code Section 409A.
Notwithstanding anything herein to the contrary, this Agreement is intended to
be interpreted and operated to the fullest extent possible so that the payments
and benefits under this Agreement either shall be exempt from the requirements
of Code Section 409A or shall comply with the requirements of such
provision; provided, however, that notwithstanding anything to the contrary in
this Agreement in no event shall the Company be liable to the Executive for or
with respect to any taxes, penalties or interest that may be imposed upon the
Executive pursuant to Code Section 409A.  20.1        Payments
to Specified Employees  To the extent
that any payment or benefit pursuant to this Agreement constitutes a 409A
Payment treated as payable upon Separation from Service, then, if on the date
of the Executives Separation from Service, the Executive is a Specified
Employee, then to the extent required for the Executive not to incur additional
taxes pursuant to Code Section 409A, no such 409A Payment shall be made to
the Executive earlier than the earlier of (a) six (6) months after
the  11


Executives Separation from Service or (b) the date of the
Executives death. Should this Section 20 result in the delay of benefits,
any such benefit shall be made available to the Executive by the Company during
such delay period at the Executives expense. Should this Section 20.1
result in a delay of payments or benefits to the Executive, on the first day
any such payments or benefits may be made without incurring additional tax
pursuant to Code Section 409A (409A Payment Date),
the Company shall make such payments and provide such benefits as provided for
in this Agreement, provided that any amounts that would have been payable
earlier but for the application of this Section 20.1 as well as
reimbursement of the amount the Executive paid for benefits pursuant to the
preceding sentence, shall be paid in a lump sum on the 409A Payment Date. For
purposes of this Section 20.1, the term Specified
Employee shall have the meaning set forth in Code Section 409A,
as determined in accordance with the methodology established by the Company.  20.2        Reimbursements  For purposes
of complying with Code Section 409A and without extending the payment
timing otherwise provided in this Agreement, taxable reimbursements under this
Agreement, subject to the following sentence and to the extent required to
comply with Code Section 409A, will be made no later than the end of the
calendar year following the calendar year the expense was incurred. To the
extent required to comply with Code Section 409A, any taxable
reimbursements and any in-kind benefit under this Agreement will be subject to
the following:  (a) payment of such
reimbursements or in-kind benefits during one calendar year will not affect the
amount of such reimbursements or in-kind benefits provided during any other
calendar year (other than for medical reimbursement arrangements as excepted
under Treasury Regulation Section 1.409A-3(i)(1)(iv)(B) solely
because the arrangement provides for a limit on the amount of expenses that may
be reimbursed under such arrangement over some or all of the period the arrangement
remains in effect); (b) such right to reimbursements or in-kind benefits
is not subject to liquidation or exchange for another form of compensation to
the Executive; and (c) the right to reimbursements under this Agreement
will be in effect for the lesser of the time specified in this Agreement or ten
(10) years plus the lifetime of the Executive. Any taxable reimbursements
or in-kind benefits shall be treated as not subject to Code Section 409A
to the maximum extent provided by Treasury Regulation Section 1.409A-1(b)(9)(v)
or otherwise under Code Section 409A.  20.3        Release  Subject to Section 20.1
hereof, (a) to the extent that the Executive is required to execute and
deliver a release to receive a 409A Payment and (b) this Agreement
provides for such 409A Payment to be provided prior to the 55th day following
the Executives Separation from Service, such 409A Payment will be provided
upon the 55th day following the Executives Separation from Service, provided
that the release in the form acceptable to the Company, in its sole discretion,
has been executed, delivered and effective prior to such time. To the extent
there is a delay in providing a 409A Payment because of the provisions of this Section 20.3,
interest for the delay and the opportunity for the Executive to pay for
benefits in the interim with subsequent reimbursement from the Company shall be
provided in a manner consistent with that set forth in Section 20.1 hereof.
If a release is required for a 409A Payment and such release is not executed,
delivered and effective by the 55th day following the Executives Separation
from  12


Service, such 409A Payment shall not be provided to the Executive to
the extent that providing such 409A Payment would cause such 409A Payment to
fail to comply with Code Section 409A.  20.4        No
Acceleration; Separate Payments  No 409A
Payment payable under this Agreement shall be subject to acceleration or to any
change in the specified time or method of payment, except as otherwise provided
under this Agreement and consistent with Code Section 409A. If under this
Agreement, a 409A Payment is to be paid in two (2) or more installments,
for purposes of Section 409A, each installment shall be treated as a
separate payment.  21.Counterparts  This Agreement
may be executed in counterparts, each of which counterpart shall be deemed an
original, but all of which together shall constitute one and the same
instrument.  IN WITNESS
WHEREOF, the parties have executed and entered into this Agreement effective on
the date first set forth above.   PONIARD PHARMACEUTICALS, INC.By:
  /s/ Anna WightName:
  Anna WightIts:
  VP, LegalEXECUTIVEBy:
  /s/ Janet R. ReaName:
  Janet R. Rea  13