**Exhibit 10.9**

**REDACTED VERSION**

 

**EXHIBIT** 10.9

**to**

**Poniard Pharmaceuticals,Inc.’s**

**Quarterly Report on Form10-Q**

**Filed**

**November 14, 2006**

**File No. 0-16614**

**“**[ *  ]”= omitted, confidential material, which material has been separately filed withthe Securities and Exchange Commission pursuant to a request for confidentialtreatment.

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**AMENDMENT NO. 1 TOLICENSE AGREEMENT**

**dated as of September 18,2006**

**between**

**PONIARD PHARMACEUTICALS,INC.**

**and**

**ANORMED INC.**

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**AMENDMENTNO. 1 TOLICENSE AGREEMENT**

THIS AMENDMENT NO. 1 TO LICENSE AGREEMENT (this “**Amendment**”), effective as of September 18, 2006 (the “**Amendment Date**”), is entered into between ANORMED INC. (“**AnorMED**”), a corporation organized and existing under thelaws of Canada and having an office at #200 – 20353 64th Ave, Langley, BC Canada V2Y 1N5, and PONIARDPHARMACEUTICALS, INC. (“**Poniard**”), acorporation organized and existing under the laws of the State of Washingtonand having an office at 300 Elliott Avenue West, Suite 500, Seattle, WA 98119,with respect to the following facts:

WHEREAS, AnorMED and Poniard (previously NeoRxCorporation) entered into that License Agreement dated as of April 2, 2004 (the“**License Agreement**”).

WHEREAS, AnorMED and Poniard desire to amend theLicense Agreement in certain respects, all on the terms and conditions setforth below.

NOW, THEREFORE, in consideration of the foregoingpremises and the mutual covenants set forth below, the parties hereby amend theLicense Agreement and otherwise agree as follows:

1.            Payments.  In consideration of the rights grantedhereunder, Poniard shall pay to AnorMED the following amounts at the timesspecified:

1.1   On or before October 16, 2006, Poniard shallpay to AnorMED the sum of five million U.S. dollars (US$5,000,000).

1.2   On or before March 31, 2007, Poniard shallpay to AnorMED an additional sum of five million U.S. dollars (US$5,000,000).

2.            Territory.  In connection with the expansion of theTerritory pursuant to Section 3.5 of this Amendment, the parties acknowledgeand agree that the provisions in the License Agreement regarding providinginformation or rights to AnorMED’s licensees outside of the Territory, shallonly apply with respect to any countries if and when excluded from theTerritory in accordance with Section 4.2 (Decision Not to Commercialize) of theLicense Agreement.

3.            Amendments.

3.1   The License Agreement is hereby amended byreplacing all uses of “NeoRx Corporation” with “Poniard Pharmaceuticals, Inc.”,and replacing all uses of the defined term “NeoRx” with “Poniard.”

3.2   Section 1.1(v) of the License Agreement ishereby amended by adding the following new sentence immediately following theend of Section 1.1(v):

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As used in thisAgreement, “end user” shall mean, with respect to a Licensed Product,  the first Person, that has not obtained fromPoniard any license rights under Section 3.1 other than the right to use, towhich such Licensed Product is sold or otherwise transferred in an arm’s-length,good faith transaction.

3.3   Section 1.1(dd) of the License Agreement ishereby amended and replaced in its entirety with the following:

(dd)                          “**Sublicensee**” shall mean any Person who has obtained licenserights from Poniard under the license granted to Poniard under Section 3.1,including, without limitation, sublicensees of Poniard and its Affiliates,sublicensees of such sublicensees (i.e. subsublicensees), distributors and anyother Person who may sell or otherwise transfer Licensed Product to end users(as defined in Section 1.1(v)) of the Licensed Product, in each case under suchlicense rights;

and each occurrence of the term “sublicensee” and “sublicensees”set out in the License Agreement is hereby replaced with the defined terms “Sublicensee”and “Sublicensees”, respectively.

3.4   Section 1.1(ee) of the License Agreement ishereby amended and replaced in its entirety with the following:

(ee)                            [intentionallyomitted];

3.5   Section 1.1(gg) of the License Agreement ishereby amended and restated in its entirety as follows:

(gg)         “**Territory**”shall mean world-wide;

3.6   Section 6.3 of the License Agreement ishereby amended and restated in its entirety as follows:

**6.3          Milestone Payments**

In consideration of thelicense granted under Article 3, Poniard shall pay to AnorMED the followingmilestone payments upon the first occurrence of each of the commercializationmilestones set forth below:

(a)           [intentionally omitted];

(b)           [intentionally omitted];

(c)           [intentionally omitted];

(d)                                 **[** *  **]**upon **[** *  **]**;and

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(e)                                  **[** *  **]**upon **[** *  **]**.

For purposes of thisSection 6.3, “**control**” in the definition ofAffiliate shall mean direct or indirect beneficial ownership of **[** *  **]**or greater interest in the income of a Person or such other relationship as, infact, constitutes actual control.

3.7   Section 6.4, subsection (a) of the LicenseAgreement is hereby amended and restated in its entirety as follows:

(a)           [intentionally omitted];

3.8   Section 6.4, subsection (b) of the LicenseAgreement is hereby amended and restated in its entirety as follows:

(b)                                 Eachmilestone payment to be made by Poniard under Subsections 6.3(d) and 6.3(e)shall be made in cash, by certified cheque payable to the order of AnorMED orby bank transfer to the co-ordinates given by AnorMED to Poniard.

3.9   Section 7.2 of the License Agreement ishereby amended and restated in its entirety as follows:

**7.2          BasicRoyalty**.

In consideration of the license granted under Article 3, Poniard shallpay to AnorMED, without duplication, in respect of each Licensed Product:

(a)                                  forall Patent Pending Countries where no Competition exists and all Issued PatentCountries, a royalty on Net Sales of such Licensed Product by Poniard and itsAffiliates and any Sublicensees in each calendar year as follows:

(i)                                     **[** *  **]**of the first **[** *  **]**of such Net Sales in the calendar year, calculated cumulatively among allPatent Pending Countries where no Competition exists and all Issued PatentCountries, world-wide;

(ii)                                  **[** *  **]**of such Net Sales in excess of the first **[** *  **]**but less than   **[**  *  **]** in the calendar year, where such amounts arecalculated cumulatively among all Patent Pending Countries where no Competitionexists and all Issued Patent Countries, world-wide;

(iii)                               **[**  *  **]** of such Net Sales in excess of the first **[** *  **]**but less than   **[**  *  **]** in the calendar year, where such amounts arecalculated cumulatively among all Patent Pending Countries where no

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Competition exists and all Issued Patent Countries,world-wide; and

(iv)                              **[** *  **]**of such Net Sales in excess of **[** *  **]**in the calendar year, calculated cumulatively among all Patent PendingCountries where no Competition exists and all Issued Patent Countries,world-wide; and

(b)                                 forall Patent Pending Countries where Competition exists and all Know-HowCountries, a royalty on Net Sales of such Licensed Product by Poniard and itsAffiliates and any Sublicensees in each calendar year as follows:

(i)                                     **[** *  **]**of the first **[** *  **]**of such Net Sales in the calendar year, calculated cumulatively among allPatent Pending Countries where Competition exists and all Know-How Countries,world-wide;

(ii)                                  **[** *  **]**of such Net Sales in excess of the first **[** *  **]**but less than   **[**  *  **]** in the calendar year, where such amounts arecalculated cumulatively among all Patent Pending Countries where Competitionexists and all Know-How Countries, world-wide;

(iii)                               **[**  *  **]** of such Net Sales in excess of the first **[** *  **]**but less than   **[**  *  **]** in the calendar year, where such amounts arecalculated cumulatively among all Patent Pending Countries where Competitionexists and all Know-How Countries, world-wide; and

(iv)                              **[** *  **]**of such Net Sales in excess of **[** *  **]**in the calendar year, calculated cumulatively among all Patent PendingCountries where Competition exists and all Know-How Countries, world-wide;

in each of Subsections 7.2(a) and 7.2(b), until thelater of either:

(c)                                  thedate of expiration of the last Valid Claim within the AnorMED Patents coveringthe Licensed Product in the country of manufacture or sale, as applicable; or

(d)                                 theexpiration of **[** *  **]**years after First Commercial Sale of such Licensed Product in the country ofsale.

For the purposes of this Section 7.2:

(e)                                  “**Issued Patent Countries**” shall mean any or all countries in

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the Territory where the Licensed Product sold iscovered by one or more Valid Claims within the AnorMED Patents described inParagraph 1.1(ii)(ii) of the definition of Valid Claim, either in the countryof manufacture or in the country of sale;

(f)                                    “**Patent Pending Countries**” shall mean any or all countries inthe Territory where the Licensed Product sold is covered by one or more ValidClaims within the AnorMED Patents described in Paragraph 1.1(ii)(i) of thedefinition of Valid Claim, but not a Valid Claim within the AnorMED Patentsdescribed in Paragraph 1.1(ii)(ii) of the definition of Valid Claim, either inthe country of manufacture or in the country of sale; and

(g)                                 “**Know-How Countries**” shall mean any or all countries in theTerritory where there is no Valid Claim either in the country of manufacture orin the country of sale, but AnorMED Know-How is necessary to make, have made,use, sell, offer for sale or import the Licensed Product, either in the countryof manufacture or in the country of sale; and

(h)                                 “**control**” in the definition of Affiliate shall mean directand indirect beneficial ownership of **[** *  **]**or greater interest in the income of a Person or such other relationship as, infact, constitutes actual control.

For purposes of clarification, no multiple royaltiesshall be due or payable under this Section 7.2 because the sale or manufactureof any Licensed Product is or shall be covered by more than one Valid Claimwithin the AnorMED Patents in the country of manufacture and/or the country ofsale.

3.10                 Section 7.3 of the LicenseAgreement is hereby amended and restated in its entirety as follows:

**7.3          Sublicensing Royalty**

(a)           In this Section 7.3:

(i)                                     “**Development Milestone Payments**” shall mean all revenues,receipts, monies, milestone payments and research and development fees (inrespect of research and development fees, only to the extent that same are inexcess of reimbursement for the direct costs and Indirect Costs of research anddevelopment or pursuit of Regulatory Approval undertaken by Poniard or itsAffiliates pursuant to a written research or development plan),

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payments (includingamounts received from the sale of shares in the capital stock of Poniard inexcess of the Current Market Price for such shares), license fees and the fairmarket value of all other consideration, collected or received by Poniard orits Affiliates whether by way of cash, equity, credit or any barter, benefit,advantage, or concession, that are contingent upon the achievement of an eventor objective pursuant to a written research or development plan, and not merelythe passage of time, and shall exclude amounts collected or received by Poniardor its Affiliates on account of Net Sales of Licensed Products;

(ii)                                  “**Indirect Costs**” shall mean costs incurred for the benefit ofthe Development Program or the commercialization of a Licensed Product,excluding directly identified costs (direct costs), and including facilityrental costs; utilities costs; laboratory and manufacturing equipmentdepreciation; and salaries, vacation pay, sick leave pay, health insurancepremiums, FICA taxes (or their equivalent) and pension costs for employees, butonly to the extent that such employees’ work benefits the Development Programor the commercialization of a Licensed Product; and

(iii)                               “**Upfront Cash Payments**” shall mean all revenues, receipts,monies and research and development fees (in respect of research anddevelopment fees, only to the extent that same are in excess of reimbursementfor the direct costs and Indirect Costs of research and development or pursuitof Regulatory Approval undertaken by Poniard or its Affiliates pursuant to awritten research or development plan), payments (including amounts received fromthe sale of shares in the capital stock of Poniard in excess of the CurrentMarket Price for such shares), license fees and the fair market value of allother consideration, collected or received by Poniard or its Affiliates whetherby way of cash, equity, credit or any barter, benefit, advantage, orconcession, and shall exclude Development Milestone Payments and amountscollected or received by Poniard or its Affiliates on account of Net Sales ofLicensed Products.

(b)                                 Inconsideration of the license granted under Article 3, Poniard shall pay toAnorMED:

(i)                                     inrespect of any agreement entered into by Poniard or its Affiliates prior toMarch 18, 2007 for the sublicensing to a Third Party of any of its rightsgranted under Section 3.1, a

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royalty of **[**  *  **]** of all Upfront Cash Payments and DevelopmentMilestone Payments received by Poniard under such agreement; and

(ii)                                  inrespect of any agreement entered into by Poniard or its Affiliates during theperiod following March 18, 2007 but prior to September 18, 2007 for thesublicensing to a Third Party of any of its rights granted under Section 3.1, aroyalty of **[** *  **]**of all Upfront Cash Payments received by Poniard under such agreement.

3.11                 Section 8.7(a)(i) of theLicense Agreement is hereby amended and restated in its entirety as follows:

(i)                                     inthe case of Poniard, records of all sales of Licensed Products in theTerritory, which shall show the manufacturing, sales, use and other dispositionof Licensed Products in sufficient detail to determine the royalties payable toAnorMED pursuant to Section 7.2 and 7.3, if any; and

3.12                 Section 10.1(b) of the LicenseAgreement is hereby amended by replacing the words “Subsections 7.2(a), 7.2(b)and 7.2(c)” on the sixth line thereof with the words “Subsections 7.2(a) and7.2(b)”, and replacing the words “Subsection 7.2(d)” on the tenth line thereofwith the words “Subsection 7.2(b)”, so as to read:

(b)                                 Atany time during the Term, Poniard, in Poniard’s sole discretion, may determinethat any particular Patent within the AnorMED Patents in any particular countryin the Territory should not be prosecuted or maintained for legal or commercialreasons and, in such event, shall so notify AnorMED.  Upon receipt of such notice, any Patentsidentified in such notice shall remain or be deemed to remain within theAnorMED Patents for the purposes of the grant of rights by AnorMED to Poniardpursuant to Article 3 of this Agreement and Poniard’s obligations pursuant toSubsections 7.2(a) and 7.2(b) for the payment of royalties for any such Patentsshall remain unchanged and continue at the royalty rate for such Patent as ofthe date of Poniard’s notice to AnorMED, provided that where the discontinuanceof the prosecution or maintenance of the Patent is due to reasons of lack of patentability,invalidity or unenforceability of the Patent, Poniard’s obligations pursuant toSubsection 7.2(b) for the payment of royalties for AnorMED Know-How shallapply.  AnorMED, at AnorMED’s cost andexpense and in AnorMED’s sole discretion, may continue prosecution and/ormaintenance of any particular Patent identified in such notice.

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4.           Miscellaneous.  All terms used, but not defined, herein shallhave the respective meanings set forth in the License Agreement.  Except as otherwise expressly modified bythis Amendment, the License Agreement shall remain in full force and effect inaccordance with its terms.  This Amendmentshall be governed by the laws of the State of Washington and the United Statesof America applicable without regard to conflict of law provisions containedtherein.  This Amendment may be executedin two or more counterparts, each of which shall be deemed an original, but allof which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed thisAmendment effective as of the Amendment Date.
| ANORMED INC. |   | PONIARD PHARMACEUTICALS, INC. |
|--------------|--------|-------------------------------|
|         |   |                          |
|         |   |                          |
| By:          |   | /s/ Paul Brennan              |   | By: |   | /s/ Gerald McMahon |   |   |
|         |   |                          |   |   |   |   |   |   |
| Name:        |   | Paul Brennan                  |   | Name: |   | Gerald McMahon |   |   |
|         |   |                          |   |   |   |   |   |   |
| Title:       |   | VP, Business Development      |   | Title: |   | CEO & Chairman |   |   |

 

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