**Exhibit 10.23**

**PONIARD PHARMACEUTICALS,INC.CHANGE OF CONTROL AGREEMENT**

This Change of Control Agreement (VP) (this ***“***Agreement***”***),dated as of May 7, 2007, is entered into by and between PONIARDPHARMACEUTICALS, INC., a Washington corporation (as supplemented bySection 13, 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 interestsof the Company and its shareholders to ensure that the Company will have thecontinued dedication of the Executive, notwithstanding the possibility, threator occurrence of a Change of Control (as defined in Section 1 hereof) of theCompany.  The Board believes it isimperative to diminish the inevitable distraction of the Executive arising fromthe personal uncertainties and risks created by a pending or threatened Changeof Control, to encourage the Executive’s full attention and dedication to theCompany currently and in the event of any threatened or pending Change ofControl, and to provide the Executive with reasonable compensation and benefitarrangements upon a Change of Control.

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

## **1.           Definitions**

1.1           “***Change of Control***” shall have the definition set forthin Appendix A hereto, which is hereby incorporated by reference.

1.2           “***Change of Control Date***” shall mean the first date onwhich a Change of Control occurs.

1.3           “***Employment Period***” shall mean the two (2) year periodcommencing on the Change of Control Date and ending on the second anniversaryof such date.

1.4           “***Severance Agreement***” shall mean the Key ExecutiveSeverance Agreement, dated as of the date hereof, between the parties, as itmay be amended from time to time, that provides for certain benefits related totermination of the Executive’s employment that are unrelated to a Change ofControl.

## **2.           Term**

The initial term of this Agreement (“***Initial ***Term******”)shall be for a period of one (1) year from the date of this Agreement as firstappearing above; provided, however, that this Agreement shall automaticallyrenew for successive additional one (1) year periods (“***RenewalTerms***”) unless notice of nonrenewal is given by either party tothe other at least ninety (90) days prior to the end of the Initial Term or anyRenewal Term, and provided 

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further that if a Change in Control occurs during the Term, the Termshall automatically extend for the duration of the Employment Period.  The “***Term***” ofthis Agreement shall be the Initial Term plus all Renewal Terms and, ifapplicable, the duration of the Employment Period.  At the end of the Term, this Agreement shallterminate without further action by either the Company or the Executive.

## **3.           Employment**

### **3.1          Employment Period**

During the Employment Period, the Company herebyagrees to continue the Executive in its employ or in the employ of itsaffiliated companies, and the Executive hereby agrees to remain in the employof the Company or its affiliated companies, in accordance with the terms and provisionsof this Agreement; provided, however, that either the Company or the Executivemay terminate the employment relationship subject to the terms of thisAgreement.

### **3.2          Position and Duties**

During the Employment Period, the Executive’sposition, authority, duties and responsibilities shall be at least commensuratein all material respects with the most significant of those held, exercised andassigned at any time during the ninety (90) day period immediately precedingthe Change of Control Date.

### **3.3          Location**

During the Employment Period, the Executive’sservices shall be performed at the Company’s offices on the Change of ControlDate at which the Executive was employed or any office that is subsequentlydesignated by the Company and is less than thirty (30) miles from suchlocation.

### **3.4          Employment at Will**

The Executive and the Company acknowledge that,except as may otherwise be provided under any other written agreement betweenthe Executive and the Company, the employment of the Executive by the Companyor its affiliated companies is “at will” and may be terminated by either theExecutive or the Company or its affiliated companies at any time with orwithout cause.  Moreover, if prior to theChange of Control Date, the Executive’s employment with the Company or itsaffiliated companies terminates for any reason, then the Executive shall haveno further rights under this Agreement; provided, however, that the Company maynot avoid liability for any termination payments that would have been requiredduring the Employment Period pursuant to Section 8 hereof by terminatingthe Executive prior to the Employment Period where such termination is carriedout in anticipation of a Change of Control and the principal motivating purposeis to avoid liability for such termination payments.

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## **4.           Attention and Effort**

During the Employment Period, and excluding anyperiods of vacation and sick leave to which the Executive is entitled, theExecutive will devote all of his productive time, ability, attention and effortto the business and affairs of the Company and the discharge of theresponsibilities assigned to his hereunder, and will use his reasonable bestefforts to perform faithfully and efficiently such responsibilities.  It shall not be a violation of this Agreementfor the Executive to (a) serve on corporate, civic or charitable boards orcommittees, (b) deliver lectures, fulfill speaking engagements or teach ateducational institutions, (c) manage personal investments, or(d) engage in activities permitted by the policies of the Company or asspecifically permitted by the Company, so long as such activities do notsignificantly interfere with the performance of the Executive’sresponsibilities in accordance with this Agreement.  It is expressly understood and agreed that tothe extent any such activities have been conducted by the Executive prior tothe Employment Period, the continued conduct of such activities (or the conductof activities similar in nature and scope thereto) during the Employment Periodshall not thereafter be deemed to interfere with the performance of theExecutive’s responsibilities to the Company.

## **5.           Compensation**

As long as the Executive remains employed by theCompany during the Employment Period, the Company agrees to pay or cause to bepaid to the Executive, and the Executive agrees to accept in exchange for theservices rendered hereunder by her, the following compensation:

### **5.1          Salary**

The Executive shall receive an annual base salary(the “***Annual Base Salary***”), atleast equal to the annual salary established by the Board or the CompensationCommittee of the Board (the “***Compensation Committee***”)or the Chief Executive Officer for the fiscal year in which the Change ofControl Date occurs.  The Annual BaseSalary shall be paid in substantially equal installments and at the sameintervals as the salaries of other executives of the Company are paid.  The Board or the Compensation Committee orthe Chief Executive Officer shall review the Annual Base Salary at leastannually and shall determine in good faith and consistent with any generallyapplicable Company policy any increases for future years.

### **5.2          Bonus**

In addition to the Annual Base Salary, the Executiveshall be awarded, for each fiscal year ending during the Employment Period, anannual bonus (the “***Annual Bonus***”) in cash atleast equal to the average annualized (for any fiscal year consisting of lessthan twelve (12) full months) bonus paid or payable (including by reason of anydeferral and including the value of any stock awards and the compensationexpense disclosed in the Company’s financial statements for the grant of anystock options) to the Executive by the Company and its affiliated companies inrespect of the three fiscal years immediately preceding the fiscal year inwhich the Change of Control Date occurs. Each Annual Bonus shall be paid no later 

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than ninety (90) days after the end of the fiscalyear for which the Annual Bonus is awarded, unless the Executive shall elect todefer the receipt of the Annual Bonus.

## **6.           Benefits**

### **6.1          Incentive, Retirement and WelfareBenefit Plans; Vacation**

During the Employment Period, the Executive shall beentitled to participate, subject to and in accordance with applicableeligibility requirements, in such fringe benefit programs as shall be generallymade available to other executives of the Company and its affiliated companiesfrom time to time during the Employment Period by action of the Board (or anyperson or committee appointed by the Board to determine fringe benefit programsand other emoluments), including, without limitation, paid vacations; any stockpurchase, savings or retirement plan, practice, policy or program; and allwelfare benefit plans, practices, policies or programs (including, withoutlimitation, medical, prescription, dental, disability, salary continuance,employee life, group life, accidental death and travel accident insurance plansor programs).

### **6.2          Expenses**

During the Employment Period, the Executive shall beentitled to receive prompt reimbursement for all reasonable employment expensesincurred by him in accordance with the policies, practices and procedures ofthe Company and its affiliated companies in effect for the executives of theCompany and its affiliated companies during the Employment Period.

## **7.           Termination**

During the Employment Period, employment of theExecutive may be terminated as follows, but, in any case, the nondisclosureprovisions set forth in Section 10 hereof shall survive the termination ofthis Agreement and the termination of the Executive’s employment with theCompany:

### **7.1          By the Company or the Executive**

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

### **7.2          Automatic Termination**

This Agreement and the Executive’s employment duringthe Employment Period shall terminate automatically upon the death or TotalDisability of the Executive.  The term “***Total Disability***” as used herein shall mean theExecutive’s inability (with such accommodation as may be required by law andwhich places no undue burden on the Company), as determined by a physicianselected by the Company and acceptable to the 

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Executive, to perform the duties set forth in Section 3.2 hereoffor a period or periods aggregating twelve (12) weeks in any three hundredsixty-five (365) day period as a result of physical or mental illness, loss oflegal capacity or any other cause beyond the Executive’s control, unless theExecutive is granted a leave of absence by the Board.  The Executive and the Company herebyacknowledge that the duties specified in Section 3.2 hereof are essentialto the Executive’s position and that Executive’s ability to perform thoseduties is the essence of this Agreement.

### **7.3          Notice of Termination**

Any termination by the Company or by the Executiveduring the Employment Period shall be communicated by the Notice of Terminationto the other party given in accordance with Section 12 hereof.  The term “***Notice of Termination***”shall mean a written notice that (a) indicates the specific terminationprovision in this Agreement relied upon and (b) to the extent applicable,sets forth in reasonable detail the facts and circumstances claimed to providea basis for termination of the Executive’s employment under the provision soindicated.  The failure by the Executiveor the Company to set forth in the Notice of Termination any fact or circumstancethat contributes to a showing of Good Reason or Cause shall not waive any rightof the Executive or the Company hereunder or preclude the Executive or theCompany from asserting such fact or circumstance in enforcing the Executive’sor the Company’s rights hereunder.

### **7.4          Date of Termination**

During the Employment Period, “***Dateof Termination***” means (a) if the Executive’s employment isterminated by reason of death, at the end of the calendar month in which theExecutive’s death occurs, (b) if the Executive’s employment is terminatedby reason of Total Disability, immediately upon a determination by theCompany 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 ofTermination.  The Executive’s employmentand performance of services will continue during such ten (10) day period;provided, however, that the Company may, upon notice to the Executive andwithout reducing the Executive’s compensation during such period, excuse theExecutive from any or all of his duties during such period.

## **8.           Termination Payments**

In the event of termination of the Executive’semployment during the Employment Period, all compensation and benefits setforth in this Agreement shall terminate except as specifically provided in thisSection 8.

### **8.1          Termination by the Company Other Thanfor Cause or by the Executive for Good Reason**

If during the Employment Period the Companyterminates the Executive’s employment other than for Cause or the Executiveterminates his employment for Good Reason, the Executive shall be entitled to:

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(a)           receivepayment of the following accrued obligations (the “***AccruedObligations***”):

(i)            the Annual Base Salary through theDate of Termination to the extent not theretofore paid;

(ii)           the product of (x) the AnnualBonus payable with respect to the fiscal year in which the Date of Terminationoccurs and (y) a fraction the numerator of which is the number of days in thecurrent fiscal year through the Date of Termination, and the denominator ofwhich is three hundred sixty-five (365); provided that, in the event that theExecutive is entitled to an amount in respect of the Annual Bonus underSection 8.1(c), he shall receive the amount payable underSection 8.1(c) first and the amount payable under thisSection 8.1(a)(ii) only to the extent it exceeds the amount payable underSection 8.1(c); and

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

(b)           forone year after the Date of Termination or until the Executive qualifies forcomparable medical and dental insurance benefits from another employer,whichever occurs first, the Company shall pay the Executive’s premiums forhealth insurance benefit continuation for the Executive and his family members,if applicable, which the Company provides to the Executive under the provisionsof the federal Consolidated Omnibus Budget Reconciliation Act of 1985, asamended (“***COBRA***”), to the extent thatthe Company would have paid such premiums had the Executive remained employedby the Company (such continued payment is hereinafter referred to as “***COBRA Continuation***”);

(c)           anamount equal to fifty percent (50%) of the Annual Bonus that would have beenpaid to the Executive for the fiscal year in which the Date of Terminationfalls but for the termination of the Executive’s employment;

(d)           anamount as severance pay equal to fifty percent (50%) of the Annual Base Salaryfor the fiscal year in which the Date of Termination occurs; and

(e)           immediatevesting of all outstanding stock options previously granted to the Executive bythe Company.

### **8.2          Termination for Cause or Other Thanfor Good Reason**

If during the Employment Period the Executive’semployment shall be terminated by the Company for Cause or by the Executive forother than Good Reason, this Agreement shall terminate without further obligationon the part of the Company to the Executive, other than the Company’sobligation to pay the Executive (a) the Annual Base Salary through theDate of Termination, (b)  the amount of any compensation previouslydeferred by the Executive, and (c) any accrued vacation pay that would bepayable under the Company’s standard policy, in each case to the extenttheretofore unpaid.

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### **8.3          Expiration of Term**

In the event the Executive’s employment is notterminated prior to expiration of the Term, this Agreement shall terminatewithout further obligation on the part of the Company to the Executive, otherthan the Company’s obligation to pay the Executive the product of (a) theAnnual Bonus payable with respect to the fiscal year in which the Term expiredand (b) a fraction the numerator of which is the number of days in thecurrent fiscal year through the end of the Term and the denominator of which isthree hundred sixty-five (365).

### **8.4          Termination Because of Death or TotalDisability**

If during the Employment Period the Executive’semployment is terminated by reason of the Executive’s death or TotalDisability, this Agreement shall terminate automatically without furtherobligation on the part of the Company to the Executive or his legalrepresentatives under this Agreement, other than the Company’s obligation topay the Executive the Accrued Obligations (which shall be paid to theExecutive’s estate or beneficiary, as applicable in the case of the Executive’sdeath), and to provide COBRA Continuation.

### **8.5          Payment Schedule**

All payments of Accrued Obligations, or any portionthereof payable pursuant to this Section 8, shall be made to the Executivewithin ten (10) working days of the Date of Termination.  Any payments payable to the Executivepursuant to Section 8.1(c) and (d) hereof shall be made to the Executivein a lump sum within ten (10) working days of the Date of Termination.

## **8.6          Cause**

For purposes of this Agreement, “***Cause***”means cause given by the Executive to the Company and shall include, withoutlimitation, the occurrence of one (1) or more of the following events:

(a)           a clear refusal to carry out anymaterial lawful duties of the Executive or any directions of the Board orsenior management of the Company, all reasonably consistent with the dutiesdescribed in Section 3.2 hereof;

(b)           persistent failure to carry out anylawful duties of the Executive described in Section 3.2 hereof or anydirections of the Board or senior management reasonably consistent with theduties herein set forth to be performed by the Executive, provided, however,that the Executive has been given reasonable notice and opportunity to correctany such failure;

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

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

(e)           any other material violation of anyprovision of this Agreement by the Executive, subject to the notice andopportunity-to-cure requirements of Section 11 hereof.

### **8.7          Good Reason**

For purposes of this Agreement, “***GoodReason***” means

(a)           the assignment to the Executive of any duties materiallyinconsistent with the Executive’s position, authority, duties orresponsibilities as contemplated by Section 3.2 hereof or any other actionby the Company that results in a material diminution in such position,authority, duties or responsibilities, excluding for this purpose an isolatedand inadvertent action not taken in bad faith and that is remedied by theCompany promptly after receipt of notice thereof given by the Executive;

(b)           any failure by the Company to comply with any of theprovisions of Section 5 or Section 6 hereof, other than an isolatedand inadvertent failure not taken in bad faith and that is remedied by theCompany promptly after receipt of notice thereof given by the Executive;

(c)           the Company’s requiring the Executive to be based at anyoffice or location other than that described in Section 3.3 hereof;

(d)           any failure by the Company to comply with and satisfySection 13 hereof; provided, however, that the Company’s successor hasreceived at least ten (10) days’ prior written notice from the Company or theExecutive of the requirements of Section 13 hereof; or

(e)           any other material violation of any provision of this Agreementby the Company, subject to the notice and opportunity-to-cure requirements ofSection 11 hereof.

### **8.8          Excess Parachute Limitation**

If any portion of the payments or benefits for theExecutive under this Agreement, the Severance Agreement, or any other agreementor benefit plan of the Company (including stock option plan) would becharacterized as an “excess parachute payment” to the Executive underSection 280G of the Internal Revenue Code of 1986, as amended (the “***Code***”), the Executive shall be paid any excise tax thatthe Executive owes under Section 4999 of the Code as a result of suchcharacterization, 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 whatextent any payments or benefits would be “excess parachute payments” and thedate by which any excise tax shall be due, shall be determined 

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in writing by recognized tax counsel selected by the Company andreasonably acceptable to the Executive.

## **9.            Representations, Warranties andOther Conditions**

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

### **9.1          Health**

The Executive is in good health and knows of nophysical or mental disability that, with any accommodation that may be requiredby law and that places no undue burden on the Company, would prevent him fromfulfilling his obligations hereunder. The Executive agrees, if the Company requests, to submit to reasonableperiodic medical examinations by a physician or physicians designated by, paidfor and arranged by the Company.  TheExecutive agrees that the examination’s medical report shall be provided to theCompany.

### **9.2          No Violation of Other Agreements**

The Executive represents that neither the executionnor the performance of this Agreement by the Executive will violate or conflictin any way with any other agreement by which the Executive may be bound.

## **10.         Nondisclosure; Return of Materials**

### **10.1        Nondisclosure**

Except as required by his employment with theCompany, the Executive will not, at any time during the term of employment bythe Company, or at any time thereafter, directly, indirectly or otherwise, use,communicate, disclose, disseminate, lecture upon or publish articles relatingto any confidential, proprietary or trade secret information without the priorwritten consent of the Company.  TheExecutive understands that the Company will be relying on this Agreement incontinuing the Executive’s employment, paying him compensation, granting himany promotions or raises, or entrusting hin with any information that helps theCompany compete with others.

### **10.2        Return of Materials**

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

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## **11.         Notice and Cure of Breach**

Whenever a breach of this Agreement by either partyis relied upon as justification for any action taken by the other partypursuant to any provision of this Agreement, other than clause (a), (b),(c) or (d) of Section 8.6 hereof, before such action is taken, the partyasserting the breach of this Agreement shall give the other party at leasttwenty (20) days’ prior written notice of the existence and the nature of suchbreach before taking further action hereunder and shall give the partypurportedly in breach of this Agreement the opportunity to correct such breachduring the twenty (20) day period.

## **12.         Form of Notice**

Every notice required by the terms of this Agreementshall be given in writing by serving the same upon the party to whom it wasaddressed personally or by registered or certified mail, return receiptrequested, at the address set forth below or at such other address as mayhereafter be designated by notice given in compliance with the terms hereof:
| 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 7.4 hereof, if notice is mailed,such notice shall be effective upon mailing.

## **13.         Assignment**

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

The Company shall assign to and require anysuccessor (whether direct or indirect, by purchase, merger, consolidation orotherwise) to all or substantially all the business and/or assets of theCompany to assume expressly and agree to perform this Agreement in the same mannerand to the same extent that the Company would be required to perform it if nosuch succession had taken place.  As usedin this Agreement, “***Company***” shall mean PoniardPharmaceuticals, Inc. and any successor to its business and/or assets asaforesaid that assumes and agrees to perform this Agreement by operation oflaw, or otherwise.  All the 

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terms and provisions of this Agreement shall be binding upon and inureto the benefit of and be enforceable by the parties hereto and their respectivesuccessors and permitted assigns.

## **14.         Waivers**

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

## **15.         Amendments in Writing**

No amendment, modification, waiver, termination ordischarge of any provision of this Agreement, or consent to any departuretherefrom by either party hereto, shall in any event be effective unless thesame shall be in writing, specifically identifying this Agreement and theprovision intended to be amended, modified, waived, terminated or dischargedand signed by the Company and the Executive, and each such amendment, modification,waiver, termination or discharge shall be effective only in the specificinstance and for the specific purpose for which given.  No provision of this Agreement shall bevaried, contradicted or explained by any oral agreement, course of dealing orperformance or any other matter not set forth in an agreement in writing andsigned by the Company and the Executive.

## **16.         Applicable Law**

This Agreement shall in all respects, including allmatters of construction, validity and performance, be governed by, and construedand enforced in accordance with, the laws of the State of Washington, withoutregard to any rules governing conflicts of laws.

## **17.         Arbitration; Attorneys’ Fees**

Except in connection with enforcing Section 10hereof, 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 conductedin accordance with the Commercial Arbitration Rules of the American ArbitrationAssociation (the “***AAA Rules***”) then in effect,conducted by one arbitrator either mutually agreed upon or selected inaccordance with the AAA Rules.  Thearbitration shall be conducted in King County, Washington, under thejurisdiction of the Seattle office of the American ArbitrationAssociation.  The arbitrator shall haveauthority only to interpret and apply the provisions of this Agreement, andshall have no authority to add to, subtract from or otherwise modify the termsof this Agreement.  Any demand forarbitration must be made within sixty (60) days of the event(s) giving rise tothe claim that this Agreement has been breached.  The arbitrator’s decision shall be final andbinding, and each party agrees to be bound to by the arbitrator’s award,subject only to an appeal therefrom in accordance with the laws of the State ofWashington.  Either party may obtainjudgment upon the arbitrator’s award in the Superior Court of King, County,Washington.

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

## **18.         Severability**

If any provision of this Agreement shall be heldinvalid, illegal or unenforceable in any jurisdiction, for any reason,including, without limitation, the duration of such provision, its geographicalscope or the extent of the activities prohibited or required by it, then, tothe full extent permitted by law, (a) all other provisions hereof shallremain in full force and effect in such jurisdiction and shall be liberallyconstrued in order to carry out the intent of the parties hereto as nearly asmay be possible, (b) such invalidity, illegality or unenforceability shallnot affect the validity, legality or enforceability of any other provisionhereof, and (c) any court or arbitrator having jurisdiction thereovershall have the power to reform such provision to the extent necessary for suchprovision to be enforceable under applicable law.

## **19.         Entire Agreement**

Except as described in Section 22 hereof, thisAgreement constitutes the entire agreement between the Company and theExecutive with respect to the subject matter hereof, and all prior orcontemporaneous oral or written communications, understandings or agreementsbetween the Company and the Executive with respect to such subject matter, arehereby superseded and nullified in their entireties, except that theProprietary Information and Invention Agreement between the Company and theExecutive shall continue in full force and effect to the extent not supersededby Section 10 hereof.

## **20.         Withholding**

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

## **21.         Counterparts**

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

## **22.         Coordination with Severance Agreement**

The Severance Agreement that the parties areentering into contemporaneously with this Agreement provides for certain formsof severance and benefit payments in the event of termination of theExecutive’s employment.  This Agreementis in addition to the Severance Agreement and in no way supersedes or nullifiesthe Severance Agreement.  Nevertheless,it is possible that termination of employment by the Company or by theExecutive may fall within the scope of both agreements.  In such event, payments made to the Executiveunder 

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Section 8.1 hereof shall be coordinated with payments made to theExecutive under Section 5.1 of the Severance Agreement as follows:

(a)           AccruedObligations under this Agreement shall be paid first, in which case AccruedObligations need not be paid under the Severance Agreement;

(b)           COBRAContinuation under this Agreement shall be provided first, in which case COBRAContinuation need not be provided under the Severance Agreement; and

(c)           theseverance payment required under Section 8.1(d) hereof shall be paid first, inwhich case only that portion of any severance payment required underSection 5.1(c) of the Severance Agreement in excess of the severancepayment required under Section 8.1(d) hereof shall be paid in accordancewith the provisions of the Severance Agreement.

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IN WITNESS WHEREOF, the parties have executed andentered 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 |

dr

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**APPENDIXA**

For purposes ofthis Agreement, a “***Change of Control***” shallmean:

(a)           A “***BoardChange***” that, for purposes of this Agreement, shall haveoccurred if a majority (excluding vacant seats) of the seats on the Board areoccupied by individuals who were neither (i) nominated by a majority ofthe Incumbent Directors nor (ii) appointed by directors so nominated.  An “***Incumbent Director***”is a member of the Board who has been either (i) nominated by a majorityof the directors of the Company then in office or (ii) appointed bydirectors so nominated, but excluding, for this purpose, any such individualwhose initial assumption of office occurs as a result of either an actual orthreatened election contest (as such terms are used in Rule 14a-11 of Regulation 14Apromulgated under the Securities Exchange Act of 1934, as amended (the “***Exchange Act***”)) or other actual or threatenedsolicitation of proxies or consents by or on behalf of a Person (as hereinafterdefined) other than the Board; or

(b)           The acquisition by any individual,entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of theExchange Act) (a “***Person***”) of beneficialownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)of (i) twenty percent (20%) or more of either (A) the thenoutstanding shares of Common Stock of the Company (the “***OutstandingCompany Common Stock***”) or (B) the combined voting power ofthe then outstanding voting securities of the Company entitled to votegenerally in the election of directors (the “***OutstandingCompany Voting Securities***”), in the case of either (A) or(B) of this clause (i), which acquisition is not approved in advance by amajority of the Incumbent Directors, or (ii) thirty-three percent (33%) ormore of either (A) the Outstanding Company Common Stock or (B) theOutstanding Company Voting Securities, in the case of either (A) or (B) ofthis clause (ii), which acquisition is approved in advance by a majority of theIncumbent Directors; provided, however, that the following acquisitions shallnot constitute a Change of Control: (x) any acquisition by the Company, (y) any acquisition by anyemployee benefit plan (or related trust) sponsored or maintained by the Companyor any corporation controlled by the Company, or (z) any acquisition byany corporation pursuant to a reorganization, merger or consolidation, if,following such reorganization, merger or consolidation, the conditionsdescribed in clauses (i), (ii) and (iii) of subsection (c) of thisAppendix A are satisfied; or

(c)           Approval by the shareholders of theCompany of a reorganization, merger or consolidation, in each case, unless,immediately following such reorganization, merger or consolidation,(i) more than sixty percent (60%) of, respectively, the then outstandingshares of common stock of the corporation resulting from such reorganization,merger or consolidation and the combined voting power of the then outstandingvoting securities of such corporation entitled to vote generally in theelection of directors is then beneficially owned, directly or indirectly, byall or substantially all the individuals and entities who were 

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the beneficial owners,respectively, of the Outstanding Company Common Stock and the OutstandingCompany Voting Securities immediately prior to such reorganization, merger orconsolidation in substantially the same proportion as their ownershipimmediately prior to such reorganization, merger or consolidation of theOutstanding Company Common Stock and the Outstanding Company Voting Securities,as the case may be, (ii) no Person (excluding the Company, any employeebenefit plan (or related trust) of the Company or such corporation resultingfrom such reorganization, merger or consolidation and any Person beneficiallyowning, immediately prior to such reorganization, merger or consolidation,directly or indirectly, thirty-three percent (33%) or more of the OutstandingCompany Common Stock or the Outstanding Company Voting Securities, as the casemay be) beneficially owns, directly or indirectly, thirty-three percent (33%)or more of, respectively, the then outstanding shares of common stock of thecorporation resulting from such reorganization, merger or consolidation or thecombined voting power of the then outstanding voting securities of such corporationentitled to vote generally in the election of directors, and (iii) atleast a majority of the members of the board of directors of the corporationresulting from such reorganization, merger or consolidation were the IncumbentDirectors at the time of the execution of the initial agreement providing forsuch reorganization, merger or consolidation; or

(d)           Approval by the shareholders of theCompany of (i) a complete liquidation or dissolution of the Company or(ii) the sale or other disposition of all or substantially all the assetsof the Company, other than to a corporation with respect to which immediatelyfollowing such sale or other disposition, (A) more than sixty percent(60%) of, respectively, the then outstanding shares of common stock of such corporationand the combined voting power of the then outstanding voting securities of suchcorporation entitled to vote generally in the election of directors is thenbeneficially owned, directly or indirectly, by all or substantially all theindividuals and entities who were the beneficial owners, respectively, of theOutstanding Company Common Stock and the Outstanding Company Voting Securitiesimmediately prior to such sale or other disposition in substantially the sameproportion as their ownership, immediately prior to such sale or otherdisposition, of the Outstanding Company Common Stock and the OutstandingCompany Voting Securities, as the case may be, (B) no Person (excludingthe Company, any employee benefit plan (or related trust) of the Company orsuch corporation and any Person beneficially owning, immediately prior to suchsale or other disposition, directly or indirectly, thirty-three percent (33%)or more of the Outstanding Company Common Stock or the Outstanding CompanyVoting Securities, as the case may be) beneficially owns, directly orindirectly, thirty-three percent (33%) or more of, respectively, the thenoutstanding shares of common stock of such corporation and the combined votingpower of the then outstanding voting securities of such corporation entitled tovote generally in the election of directors, and (C) at least a majorityof the members of the board of directors of such corporation were approved by amajority of the Incumbent Directors at the time of the execution of the initialagreement or action of the Board providing for such sale or other dispositionof the Company’s assets.

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