Exhibit 10.25  PONIARD PHARMACEUTICALS, INC.
AMENDED AND RESTATED
CHANGE OF CONTROL AGREEMENT (SENIOR EXECUTIVE)  This Amended and Restated Change of Control
Agreement (Senior Executive) (this Agreement), dated as of March 3,
2008, is entered into by and between PONIARD PHARMACEUTICALS, INC., a
Washington corporation (formerly known as NeoRx Corporation and as supplemented
by Section 13, the Company),
and CAROLINE LOEWY (the Executive).  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 possibility, threat
or occurrence of a Change of Control (as defined in Section 1 hereof) of
the Company.  The Board believes it is
imperative to diminish the inevitable distraction of the Executive arising from
the personal uncertainties and risks created by a pending or threatened Change
of Control, to encourage the Executives full attention and dedication to the
Company currently and in the event of any threatened or pending Change of
Control, and to provide the Executive with reasonable compensation and benefit
arrangements upon a Change of Control.  In order to accomplish these objectives, the Board
has caused the Company to enter into this Agreement.  1.Definitions  1.1Change
of Control shall have the definition set forth in Appendix A
hereto, which is hereby incorporated by reference.  1.2Change
of Control Date shall mean the first date on which a Change of
Control occurs.  1.3Employment
Period shall mean the two (2) year period commencing on
the Change of Control Date and ending on the second anniversary of such date.  1.4Original
Agreement shall mean the Change of Control Agreement, dated as
of June 23, 2006, between the parties.  1.5Severance
Agreement shall mean the Amended and Restated Key Executive
Severance Agreement, dated as of the date hereof, between the parties, as it
may be amended from time to time, that provides for certain benefits related to
termination of the Executives employment that are unrelated to a Change of
Control.


2.Term  The initial term of this Agreement(Initial Term)
shall be for a period of one (1) year from the date this Agreement 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 at least ninety (90) days
prior to the end of the Initial Term or any Renewal Term, and provided further
that if a Change in Control occurs during the Term, the Term shall
automatically extend for the duration of the Employment Period.  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.  3.Employment  3.1Employment
Period  During the Employment Period, the Company hereby
agrees to continue the Executive in its employ or in the employ of its
affiliated companies, and the Executive hereby agrees to remain in the employ
of the Company or its affiliated companies, in accordance with the terms and
provisions of this Agreement; provided, however, that either the Company or the
Executive may terminate the employment relationship subject to the terms of
this Agreement.  3.2Position and
Duties  During the Employment Period, the Executives position,
authority, duties and responsibilities shall be at least commensurate in all
material respects with the most significant of those held, exercised and
assigned at any time during the ninety (90) day period immediately preceding
the Change of Control Date.  3.3Location  During the Employment Period, the Executives
services shall be performed at the Companys offices on the Change of Control
Date at which the Executive was employed or any office that is subsequently
designated by the Company and is less than thirty (30) miles from such
location.  3.4Employment 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 its 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.  Moreover, if prior to the
Change of Control Date, the Executives  2


employment
with the Company or its affiliated companies terminates for any reason, then
the Executive shall have no further rights under this Agreement; provided,
however, that the Company may not avoid liability for any termination payments
that would have been required during the Employment Period pursuant to Section 8
hereof by terminating the Executive prior to the Employment Period where such
termination is carried out in anticipation of a Change of Control and the
principal motivating purpose is to avoid liability for such termination
payments.  4.Attention and Effort  During the Employment Period, 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
use the Executives reasonable best efforts 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 Employment Period, the continued conduct of such activities (or the conduct
of activities similar in nature and scope thereto) during the Employment Period
shall not thereafter be deemed to interfere with the performance of the
Executives responsibilities to the Company.  5.Compensation  As long as the Executive remains employed by the
Company during the Employment Period, the Company agrees to pay or cause to be
paid to the Executive, and the Executive agrees to accept in exchange for the
services rendered hereunder by the Executive, the following compensation:  5.1Salary  The Executive shall receive an annual base salary
(the Annual Base Salary), at
least equal to the annual salary established by the Board or the Compensation
Committee of the Board (the Compensation Committee)
or the Chief Executive Officer for the fiscal year in which the Change of
Control Date occurs.  The Annual Base
Salary shall be paid in substantially equal installments and at the same
intervals as the salaries of other executives of the Company are paid.  The Board or the Compensation Committee or
the Chief Executive Officer shall review the Annual Base Salary at least
annually and shall determine in good faith and consistent with any generally
applicable Company policy any increases for future years.  3


5.2Bonus  In addition to the Annual Base Salary, the Executive
shall be awarded, for each fiscal year ending during the Employment Period, an
annual performance bonus (the Annual Performance Bonus)
in cash at least equal to the average annualized (for any fiscal year
consisting of less than twelve (12) full months) bonus paid or payable to the
Executive by the Company and its affiliated companies in respect of the
Executives performance during the three fiscal years (or such shorter period
of employment) immediately preceding the fiscal year in which the Change of
Control Date occurs.  Each Annual
Performance Bonus shall be paid in the fiscal year following the fiscal year
for which the Annual Performance Bonus is awarded, but no later than the
fifteenth day of the third month of such subsequent fiscal year, unless the
Executive shall elect to defer the receipt of the Annual Performance Bonus in
accordance with the terms of the Companys deferred compensation program.  6.Benefits  6.1Incentive,
Retirement and Welfare Benefit Plans; Vacation  As long as the Executive remains employed by the Company
during the Employment Period, the Executive shall be entitled to participate,
subject to and in accordance with applicable eligibility requirements, in such
fringe benefit programs as shall be generally made available to other
executives of the Company and its affiliated companies from time to time during
the Employment Period by action of the Board (or any person or committee
appointed by the Board to determine fringe benefit programs and other
emoluments), including, without limitation, paid vacations; any stock purchase,
savings or retirement plan, practice, policy or program; and all welfare
benefit plans, practices, policies or programs (including, without limitation,
medical, prescription, dental, disability, salary continuance, employee life,
group life, accidental death and travel accident insurance plans or programs).  6.2Expenses  As long as the Executive remains employed by the Company
during the Employment Period, the Executive shall be entitled to receive prompt
reimbursement for all reasonable employment expenses incurred by the Executive in
accordance with the policies, practices and procedures of the Company and its
affiliated companies in effect for the executives of the Company and its
affiliated companies during the Employment Period.  Without limitation on the foregoing,
reimbursement shall be made no later than the end of the fourth month of the
year following the year in which the expense was incurred.  7.Termination  During the Employment Period, employment of the
Executive may be terminated as follows, but, in any case, the nondisclosure
provisions set forth in Section 10 hereof shall survive the termination of
this Agreement and the termination of the Executives employment with the
Company:  4


7.1By the Company
or the Executive  At any time during the Employment Period, 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 the Notice of
Termination (as defined below).  7.2Automatic
Termination  This Agreement and the Executives employment during
the Employment Period 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 duties
set forth in Section 3.2 hereof 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.  The Executive and the Company
hereby acknowledge that the duties specified in Section 3.2 hereof are
essential to the Executives position and that Executives ability to perform
those duties is the essence of this Agreement.  7.3Notice of
Termination  Any termination by the Company or by the Executive
during the Employment Period shall be communicated by the Notice of Termination
to 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 termination
provision in this Agreement relied upon and (b) to the extent applicable,
sets 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.  7.4Date of
Termination  During the Employment Period, Date
of Termination means (a) if the Executives employment is
terminated by reason of death, at the end 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  5


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.  8.Termination Payments  In the event of termination of the Executives
employment during the Employment Period, all compensation and benefits set
forth in this Agreement shall terminate except as specifically provided in this
Section 8.  8.1Termination by
the Company Other Than for Cause or by the Executive for Good Reason  If during the Employment Period 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 Annual Base
Salary through the Date of Termination to the extent not theretofore paid;  (ii)the product of (x) the
Annual Performance Bonus payable with respect to the fiscal year in which the
Date of Termination occurs and (y) a fraction the numerator of which is
the number of days in the current fiscal year through the Date of Termination,
and the denominator of which is three hundred sixty-five (365);  (iii)any
compensation previously deferred by the Executive (together with accrued
interest or earnings thereon, if any); and  (iv)any accrued
vacation pay that would be payable under the Companys standard policy, in each
case to the extent not theretofore paid;  (b)for one year after the Date
of Termination or until the Executive qualifies for comparable medical and
dental insurance benefits from another employer, whichever occurs first, the
Company shall pay the Executives premiums for health insurance benefit
continuation for the Executive and the Executives family members, if
applicable, which 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);  (c)an amount as severance pay equal
to one (1) times the Annual Performance Bonus payable with respect to the
fiscal year in which the Date of Termination occurs;  6


(d)an amount as severance pay
equal to one (1) times the Annual Base Salary for the fiscal year in which
the Date of Termination occurs; and  (e)immediate vesting of all
outstanding stock options previously granted to the Executive by the Company.  8.2Termination for
Cause or Other Than for Good Reason  If during the Employment Period 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 (a) the Annual Base Salary through the
Date of Termination, (b)  the amount of any compensation previously
deferred by the Executive in accordance with the terms of the Companys
deferred compensation program, and (c) any accrued vacation pay that would
be payable under the Companys standard policy, in each case to the extent
theretofore unpaid.  8.3Expiration 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, other than the
Companys obligation to pay the Executive the product of (a) the Annual
Performance Bonus payable with respect to the fiscal year in which the Term
expired and (b) a fraction the numerator of which is the number of days in
the current fiscal year through the end of the Term and the denominator of
which is three hundred sixty-five (365). 
Such payment will be made in the fiscal year following the fiscal year
in which the Term expired no later than the fifteenth day of the third month of
such subsequent fiscal year.  8.4Termination
Because of Death or Total Disability  If during the Employment Period 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.  8.5Payment
Schedule  All payments of Accrued Obligations, or any portion
thereof payable pursuant to this Section 8, other than deferred
compensation pursuant to Section 8.1(a)(iii), shall be made to the
Executive within ten (10) working days of the Date of Termination.  Deferred compensation pursuant to Section 8.1(a)(iii) shall
be payable pursuant to the terms of the deferred compensation program.  Any payments payable to the Executive
pursuant to  7


Section 8.1(c) and
(d) hereof shall be made to the Executive in a lump sum within ten (10) working
days of the Date of Termination.  For
purposes of determining the payment schedule, other than for deferred
compensation pursuant to Section 8.1(a)(iii), to the extent that the
payment schedule in this Section 8.5 would subject payments to the
distribution requirements set forth in Section 409A(a)(2) of the
Internal Revenue Code of 1986, as amended (Code), because the Date of
Termination is different than the date that a person would be deemed to have
had a separation from service within the meaning of Code Section 409A(a)(2)(i),
the Date of Termination shall be treated as the latest date so as to not
subject such payments to the distribution requirements set forth in Code Section 409A(a)(2).  Notwithstanding the preceding provisions of this
Section 8, if necessary to meet the requirements of subparagraphs (A)(i) and
(B)(i) of Code Section 409A(a)(2), the amounts that would normally be
paid during the first six months after the Executives separation from service
within the meaning of Code Section 409A(a)(2) shall not be paid to an
Executive who is a specified employee (as defined in Code Section 409A(a)(2)(B)(i) in
accordance with the procedures established by the Compensation Committee) until
the six-month anniversary of the Executives separation from service.  8.6Cause  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, all reasonably consistent with
the duties described in Section 3.2 hereof;  (b)persistent
failure to carry out any lawful duties of the Executive described in Section 3.2
hereof or any directions of the Board or senior management reasonably
consistent with the duties herein set forth to be performed by the Executive,
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 11 hereof.  8


8.7Good Reason  For purposes of this Agreement, Good
Reason means  (a)the assignment to the
Executive of any duties materially inconsistent with the Executives position,
authority, duties or responsibilities as contemplated by Section 3.2
hereof 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;  (b)any failure by the Company
to comply with any of the provisions of Section 5 or Section 6
hereof, other than an isolated and inadvertent failure 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 other than that described in Section 3.3
hereof;  (d)any failure by the Company
to comply with and satisfy Section 13 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 13
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 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 11 hereof.  8.8Excess
Parachute Limitation  If any portion of the payments or benefits for the
Executive under this Agreement, the Severance Agreement, or any other agreement
or benefit plan of the Company (including stock option plan) 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 Section 4999
of the Code as a result of such characterization, such excise tax to be paid to
the Executive at 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  9


Section 8.8
shall be made no later than the end of the year following the year in which the
Executive remits such excise tax to the IRS.  8.9Release  As a condition to receiving the payments and benefits
under this Section 8, the Executive shall execute a general release and
waiver of all claims against the Company, which release and waiver shall be in
a form acceptable to the Company, in its reasonable discretion, and delivered
to the Company no later than the fifteenth day of the third month of the fiscal
year following the year in which the Date of Termination occurs.  9.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:  9.1Health  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 the examinations
medical report shall be provided to the Company.  9.2No 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 agreement or obligations by which the Executive may
be bound.  10.Nondisclosure; Return of
Materials  10.1Nondisclosure  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 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 compensation,
granting the Executive any promotions or raises, or entrusting the Executive with
any information that helps the Company compete with others.  10


10.2Return of
Materials  All documents, records, notebooks, notes, memoranda,
drawings or other documents made or compiled by the Executive at any time, 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.  11.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 8.6 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.  12.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:
  
  Caroline Loewy[Address]If to the Company:
  
  Poniard
  Pharmaceuticals, Inc.300 Elliott Avenue West,
  Suite 500Seattle, Washington 98119Attn: Chief Executive
  OfficerWith a copy to:
  
  Perkins Coie LLP1201 Third Avenue, 48th
  FloorSeattle, Washington
  98101-3099Attn: James R. Lisbakken  Except as set forth in Section 7.4 hereof, if notice is mailed, such
notice shall be effective upon mailing.  11


13.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 successor to its business and/or assets as aforesaid that assumes and
agrees to perform this Agreement by operation of law, or otherwise.  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.  14.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 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.  15.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.  16.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.  12


17.Arbitration; Attorneys Fees  Except in connection with enforcing Section 10
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 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 to 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 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.  18.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.  19.Entire Agreement  This Agreement supersedes and replaces the Original
Agreement, and except as described in Section 23 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  13


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 Company and the Executive shall continue in
full force and effect to the extent not superseded by Section 10 hereof.  20.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.  21.409A Interpretation
Provision  The
Company intends that this Agreement fully comply with the payout and other
limitations and restrictions imposed under Code Section 409A if and to the
extent such Code Section 409A is otherwise applicable to payments under
this Agreement and such compliance is necessary to avoid the penalties
otherwise imposed under Code Section 409A. 
In this connection, the Company and Executive agree that the payout
timing provisions and any other terms of this Agreement shall be interpreted
and deemed modified, if and to the extent necessary, to comply with the payout
and other limitations and restrictions imposed under Code Section 409A if
and to the extent such Code Section 409A is otherwise applicable to this
Agreement and such compliance is necessary to avoid the penalties otherwise
imposed under Code Section 409A.  22.Counterparts  This Agreement may be executed in counterparts, each
of which counterparts shall be deemed an original, but all of which together
shall constitute one and the same instrument.  23.Coordination with Severance
Agreement  The Severance Agreement that the parties entered
into provides for certain forms of severance and benefit payments in the event
of termination of the Executives employment. 
This Agreement is in addition to the Severance Agreement and in no way
supersedes or nullifies the Severance Agreement.  Nevertheless, it is possible that 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 8.1 hereof shall be coordinated with
payments made to the Executive under Section 5.1 of the Severance
Agreement as follows:  (a)Accrued Obligations under
this Agreement shall be paid first, in which case Accrued Obligations need not
be paid under the Severance Agreement;  (b)COBRA Continuation under
this Agreement shall be provided first, in which case COBRA Continuation need
not be provided under the Severance Agreement; and  14


(c)the severance payment
required under Section 8.1(d) hereof shall be paid first, in which
case only that portion of any severance payment required under Section 5.1(c) of
the Severance Agreement that is in excess of the severance payment required
under Section 8.1(d) hereof shall be paid in accordance with the
provisions of the Severance Agreement.  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/ Gerald McMahonName: Gerald McMahonIts: Chief Executive
  OfficerEXECUTIVEBy:
  /s/ Caroline LoewyName: Caroline Loewy  15


APPENDIX A  For purposes of this Agreement, a Change
of Control shall mean:  (a)A Board
Change that, for purposes of this Agreement, shall have
occurred if a majority (excluding vacant seats) of the seats on the Board are
occupied by individuals who were neither (i) nominated by a majority of
the 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 majority
of the directors of the Company then in office or (ii) appointed by
directors so nominated, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in former Rule 14a-11
of Regulation 14A promulgated under the Securities Exchange Act of 1934,
as amended (the Exchange Act)) or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person (as hereinafter defined) 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 the Exchange Act) (a Person) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of (i) twenty percent (20%) or more of either (A) the
then outstanding shares of Common Stock of the Company (the Outstanding
Company Common Stock) or (B) the combined voting power of
the then outstanding voting securities of the Company entitled to vote generally
in the election of directors (the Outstanding Company Voting
Securities), in the case of either (A) or (B) of this
clause (i), which acquisition is not approved in advance by a majority of the
Incumbent Directors, or (ii) thirty-three percent (33%) or more of either (A) the
Outstanding Company Common Stock or (B) the Outstanding Company Voting
Securities, in the case of either (A) or (B) of this clause
(ii), which acquisition is approved in advance by a majority of the Incumbent
Directors; provided, however, that the following acquisitions shall not
constitute a Change of Control:  (x) any
acquisition by the Company, (y) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, or (z) any acquisition by any
corporation pursuant to a reorganization, merger or consolidation, if,
following such reorganization, merger or consolidation, the conditions
described in clauses (i), (ii) and (iii) of subsection (c) of
this Appendix A are satisfied; or  (c)Approval by the shareholders
of the Company 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 outstanding shares of
common stock of the corporation resulting from such reorganization, merger or
consolidation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all the individuals and entities who were


the
beneficial owners, respectively, of the Outstanding Company Common Stock and
the Outstanding Company Voting Securities immediately prior to such
reorganization, merger or consolidation in substantially the same proportion as
their ownership immediately prior to such reorganization, merger or
consolidation of the Outstanding Company Common Stock and the Outstanding
Company Voting Securities, as the case may be, (ii) no Person (excluding
the Company, any employee benefit plan (or related trust) of the Company or
such corporation resulting from such reorganization, merger or consolidation
and any Person beneficially owning, immediately prior to such reorganization,
merger or consolidation, directly or indirectly, thirty-three percent (33%) or
more of the Outstanding Company Common Stock or the Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or indirectly,
thirty-three percent (33%) or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such reorganization,
merger or consolidation or the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the
election of directors, and (iii) at least a majority of the members of the
board of directors of the corporation resulting from such reorganization,
merger or consolidation were the Incumbent Directors at the time of the
execution of the initial agreement providing for such reorganization, merger or
consolidation; or  (d)Approval by the shareholders
of the Company of (i) a complete liquidation or dissolution of the Company
or (ii) the sale or other disposition of all or substantially all the
assets of the Company, other than to a corporation with respect to which
immediately following such sale or other disposition, (A) more than sixty
percent (60%) of, respectively, the then outstanding shares of common stock of
such corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and the Outstanding
Company Voting Securities immediately prior to such sale or other disposition
in substantially the same proportion as their ownership, immediately prior to
such sale or other disposition, of the Outstanding Company Common Stock and the
Outstanding Company Voting Securities, as the case may be, (B) no Person
(excluding the Company, any employee benefit plan (or related trust) of the
Company or such corporation and any Person beneficially owning, immediately
prior to such sale or other disposition, directly or indirectly, thirty-three
percent (33%) or more of the Outstanding Company Common Stock or the Outstanding
Company Voting Securities, as the case may be) beneficially owns, directly or
indirectly, thirty-three percent (33%) or more of, respectively, the then
outstanding shares of common stock of such corporation and the combined voting
power of the then outstanding voting securities of such corporation entitled to
vote generally in the election of directors, and (C) at least a majority
of the members of the board of directors of such corporation were approved by a
majority of the Incumbent Directors at the time of the execution of the initial
agreement or action of the Board providing for such sale or other disposition
of the Companys assets.  2