Exhibit 10.21  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 Agreement)
and the Poniard Pharmaceuticals, Inc. Amended and Restated 2004 Incentive
Compensation Plan (the Plan),
which are incorporated into the Award Notice in their entirety.  Participant:
  
  Ron
  MartellGrant
  Date:
  
  October 6,
  2009Number
  of Restricted Stock Units Subject to Award (the Units):
  
  100,000Vesting
  Schedule:
  
  The Award will vest twenty-five percent (25%) on each of the four
  anniversaries of the Grant Date, subject to your continued employment or
  service to the Company on each anniversary date; provided, however, that the
  annual vesting on the next occurring anniversary(ies) will be accelerated
  such that (a) up to fifty percent (50%) of the Award will be vested upon
  the first achievement of a Milestone Event (as defined in the Agreement) and
  (b) thereafter one hundred percent (100%) of the Award will be vested
  upon the achievement of the second Milestone Event. The Award will become
  fully vested immediately prior to a Corporate Transaction. An example of this
  vesting is set forth in the Agreement.  Additional Terms/Acknowledgement: 
You acknowledge receipt of, and understand and agree to, the Award
Notice, the Agreement and the Plan.  You
further acknowledge that as of the Grant Date, the Award Notice, the 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.  In addition to the Award
Notice, please also sign and return the attached Election Regarding Tax
Withholding to the Company by no later than January 6, 2010.  PONIARD PHARMACEUTICALS, INC.
  
  PARTICIPANTBy:
  /s/ GREGORY WEAVER
  
  /s/ RONALD A. MARTELLIts: Chief Financial Officer and Senior Vice President
  
  Ronald A. MartellAddress:Attachments:1. Agreement2. Election Regarding Tax Withholding3. Plan Summary for the Plan


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 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 this Agreement or the Award
Notice but defined in the Plan have the same definitions as in the Plan.  The details of the Award are as
follows:  1.Definition of Milestone
Event  For purposes of the Award, Milestone Event means either of the
following events that the Company achieves during your employment or service to
the Company: (a) a transaction in which the Company grants an unrelated
third party(ies) 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 or (b) FDA approval of the Companys NDA
for Picoplatin.  Satisfaction of each Milestone Event will be determined independently
of the other.  The Equity Awards
Subcommittee of the Compensation Committee of the Board retains the discretion
to determine achievement of Milestone Events and any such determinations will
be binding on you.  2.Vesting  The Award will vest as set forth in the Award Notice (the Vesting Schedule).  By way of example, in the event that thirteen (13) months after the
Grant Date a Milestone Event is achieved and the second Milestone Event is
never achieved, the Award will vest as follows: 
one (1) year anniversary of the Grant Date  twenty-five percent
(25%); thirteen (13) months after the Grant Date  fifty percent (50%); second
(2nd) anniversary of the Grant Date  no additional vesting; third (3rd)
anniversary of the Grant Date  seventy-five percent (75%); and fourth (4th)
anniversary of the Grant Date  one hundred percent (100%).  If, in the preceding example, the first
Milestone Event was achieved more than two (2) years after the Grant Date,
then no accelerated vesting will occur because the Award was fifty percent
(50%) vested at the second (2nd) anniversary of the Grant Date.  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.  3.Automatic
Forfeiture of Units upon Termination of Employment or Service  If you terminate employment or service to the Company for any reason,
including by reason of death, disability or retirement, or if the Company
terminates your employment or service for any reason, any Unvested Units will
automatically be forfeited 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 such
Unvested Units.  4.Corporate
Transaction  In the event of a Corporate Transaction, any Unvested Units will
accelerate in vesting and become Vested Units immediately prior to such
Corporate Transaction.  5.Securities Law
Compliance  5.1You 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.  5.2You 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 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.  2


5.3You
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.  5.4You 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 Agreement or the breach by you of any
terms or conditions of this Agreement.  6.Transfer
Restrictions  The Units may not be sold, transferred, assigned, encumbered, pledged
or otherwise disposed of, whether voluntarily or by operation of law.  7.No Rights as
Shareholder  You will not have any voting or other rights as a shareholder of the
Company with respect to the Units.  8.Independent Tax
Advice  You acknowledge that determining the actual tax consequences to you of
receiving or disposing of the Units and Shares 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 this Agreement, 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.  9.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.  10.Withholding  10.1You
are ultimately responsible for all taxes owned in connection with this Award
(e.g., at vesting and/or upon receipt of the Shares), including any domestic or
foreign tax withholding obligation required by law, whether national, federal,
state or local, including FICA or any other social tax obligation (the Tax Withholding Obligation),
regardless of  3


any action the Company or any Related Corporation takes with respect to
any such Tax Withholding Obligation that arises in connection with this
Award.  The Company may refuse to issue
any Shares to you until you satisfy the Tax Withholding Obligation.  10.2In
connection with your acceptance of this Agreement, you may elect no later than three (3) months from the Grant
Date of the Award to satisfy your Tax Withholding Obligation by delivery of
cash or check payable to the Company in an amount that the Company determines
is sufficient to satisfy the Tax Withholding Obligation.  This Tax Withholding Obligation generally
will be due each time a portion of the Award vests.  If you elect to pay the Tax Withholding
Obligation by cash or check, Section 10.3 will not apply to your
Award.  You may make this election on the
Election Regarding Tax Withholding attached to this Agreement as Exhibit A.  10.3If you do not elect to pay Tax
Withholding Obligations by cash or check within three
(3) months from the Grant Date of the Award, in order to
satisfy your obligations set forth in Section 10.1, you hereby irrevocably
appoint any brokerage firm acceptable to the Company for such purpose (the Agent) as your Agent, and authorize
the Agent, to:  (a)Sell on the
open market at the then prevailing market price(s), on your behalf, as soon as
practicable on or after the settlement date for any Vested Unit, the minimum
number of Shares (rounded up to the next whole number) sufficient to generate
proceeds to cover the withholding taxes that you are required to pay pursuant
to Section 10.1 upon the settlement of a Vested Unit and all applicable
fees and commissions due to, or required to be collected by, the Agent;  (b)Remit directly
to the Company the cash amount necessary to cover the payment of all taxes
required to be withheld with respect to the settlement of a Vested Unit, as of
such date;  (c)Retain the
amount required to cover all applicable fees and commissions due to, or
required to be collected by, the Agent, relating directly to the sale of Shares
referred to in clause (a) above; and  (d)Remit any
remaining funds to you.  If you make this election under Section 10.3, you hereby represent
and warrant that as of the date of your execution of the attached Election
Regarding Tax Withholding, you are not aware of any material, nonpublic
information with respect to the Company or any securities of the Company, are
not subject to any legal, regulatory or contractual restriction which would
prevent the Agent from conducting sales as provided herein, do not have, and
will not attempt to exercise, authority, influence or control over any sales of
Shares effected pursuant to this Section 10.3, and are entering into this
Agreement in good faith and not as part of a plan or scheme to evade the
prohibitions of Rule 10b5-1 (regarding trading of the Companys securities
on the basis of material nonpublic information) under the Exchange  4


Act. 
It is the intent of the parties that this Agreement complies with the
requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and
this Agreement will be interpreted to comply with the requirements of Rule 10b5-1(c) of
the Exchange Act.  You understand that the Agent may effect sales as provided in clause (a) above
jointly with sales for other employees of the Company and that the average
price for executions resulting from bunched orders will be assigned to your
account.  In addition, you acknowledge
that it may not be possible to sell Shares as provided by this Section 10.3
due to (i) a legal or contractual restriction applicable to you or the
Agent, (ii) a market disruption, or (iii) rules governing order
execution priority on the exchange where the Shares may be traded.  In the event of the Agents inability to sell
Shares, you will continue to be responsible for payment to the Company of all
federal, state, local and foreign taxes that are required by applicable laws
and regulations to be withheld.  You acknowledge that regardless of any other term or condition of this
Agreement, the Agent will not be liable to you for (a) special, indirect,
punitive, exemplary, or consequential damages, or incidental losses or damages
of any kind, or (b) any failure to perform or for any delay in performance
that results from a cause or circumstance that is beyond its reasonable
control.  You hereby agree
to execute and deliver to the Agent any other agreements or documents as the
Agent reasonably deems necessary or appropriate to carry out the purposes and
intent of this Section 10.3.  The
Agent is a third party beneficiary of this Section 10.3.  10.4Notwithstanding
the forgoing, to the maximum extent permitted by law, the Company has the right
to retain without notice from Shares issuable under the Award or from salary or
other amounts payable to you, Shares or cash having a value sufficient to
satisfy the Tax Withholding Obligation.  11.General Provisions  11.1Notices.  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  5


11.2Assignment.  The Company may assign its rights under this
Agreement at any time, whether or not such rights are then exercisable, to any
person or entity selected by the Companys Board.  11.3No Waiver.  No waiver of any provision of this 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.  11.4Undertaking.  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 Agreement.  11.5Agreement
Is Entire Contract.  This 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 Agreement and the Award Notice are made pursuant to the provisions
of the Plan will in all respects be construed in conformity with the express
terms and provisions of the Plan.  11.6Successors
and Assigns.  The provisions of this
Agreement and the Award Notice 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 Agreement or the Award Notice and agreed in writing to join herein and be
bound by the terms and conditions hereof.  11.7No
Employment or Service Contract. 
Nothing in this Agreement or the Award Notice 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.  11.8Section 409A
Compliance.  Payments made pursuant
to this Agreement, the Award Notice and the Plan are intended to qualify for an exemption from or comply with Section 409A
of the Code.  Notwithstanding any other
provision in this Agreement, the Award Notice and 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
this Agreement or the Award Notice 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. 
No provision of this Agreement or the Award Notice 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.  By executing the Award Notice, you agree that
you will be deemed to have waived any claim against the Company with respect to
any such tax consequences.  6


11.9Counterparts.  This Agreement 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.  7


EXHIBIT A  ELECTION REGARDING TAX WITHHOLDING  Please complete and sign this Election
Regarding Tax Withholding for the Award and return it to the Company by no
later than three months from the Grant Date (January 6, 2010).  Withholding
Taxes:  Please indicate below the method of
withholding desired for the Units.  This
selection is subject to the terms of the Agreement:  oWithholding
pursuant to Section 10.2 of the Agreement.  o            Withholding pursuant to Section 10.3 of the
Agreement.   Ronald A. MartellDate