**Exhibit 10.23**

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

This Change of ControlAgreement (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 ofthe Company (the “***Board***”) has determined thatit is in the best interests of the Company and its shareholders to ensure thatthe 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 todiminish the inevitable distraction of the Executive arising from the personaluncertainties and risks created by a pending or threatened Change of Control,to encourage the Executive’s full attention and dedication to the Companycurrently and in the event of any threatened or pending Change of Control, andto provide the Executive with reasonable compensation and benefit arrangementsupon a Change of Control.

In order to accomplishthese objectives, the Board has caused the Company to enter into thisAgreement.

## **1.**             Definitions

1.1           “***Change of Control***”shall have the definition set forth in Appendix A hereto, which is herebyincorporated 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 andending on the second anniversary of such date.

1.4           “***Severance Agreement***”shall mean the Key Executive Severance Agreement, dated as of the date hereof,between the parties, as it may be amended from time to time, that provides forcertain benefits related to termination of the Executive’s employment that areunrelated to a Change of Control.

## **2.             Term**

The initial term of thisAgreement (“***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 further that if a Change in Control occurs duringthe Term, the Term shall automatically 

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extend for the durationof the Employment Period.  The “***Term***” of this Agreement shall be theInitial Term plus all Renewal Terms and, if applicable, the duration of theEmployment Period.  At the end of theTerm, this Agreement shall terminate without further action by either theCompany or the Executive.

## **3.             Employment**

### **3.1          Employment Period**

During the EmploymentPeriod, the Company hereby agrees to continue the Executive in its employ or inthe employ of its affiliated companies, and the Executive hereby agrees toremain in the employ of the Company or its affiliated companies, in accordancewith the terms and provisions of this Agreement; provided, however, that eitherthe Company or the Executive may terminate the employment relationship subjectto the terms of this Agreement.

### **3.2          Position and Duties**

During the EmploymentPeriod, the Executive’s position, authority, duties and responsibilities shallbe at least commensurate in all material respects with the most significant ofthose held, exercised and assigned at any time during the ninety (90) dayperiod immediately preceding the Change of Control Date.

### **3.3          Location**

During the EmploymentPeriod, the Executive’s services shall be performed at the Company’s offices onthe Change of Control Date at which the Executive was employed or any officethat is subsequently designated by the Company and is less than thirty (30) milesfrom such location.

### **3.4          Employment at Will**

The Executive and theCompany acknowledge that, except as may otherwise be provided under any otherwritten agreement between the Executive and the Company, the employment of theExecutive by the Company or its affiliated companies is “at will” and may beterminated by either the Executive or the Company or its affiliated companiesat any time with or without cause. Moreover, if prior to the Change of Control Date, the Executive’semployment with the Company or its affiliated companies terminates for anyreason, then the Executive shall have no further rights under this Agreement;provided, however, that the Company may not avoid liability for any terminationpayments that would have been required during the Employment Period pursuant toSection 8 hereof by terminating the Executive prior to the EmploymentPeriod where such termination is carried out in anticipation of a Change ofControl and the principal motivating purpose is to avoid liability for suchtermination payments.

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## **4.             Attention and Effort**

During the EmploymentPeriod, and excluding any periods of vacation and sick leave to which theExecutive is entitled, the Executive will devote all of his productive time,ability, attention and effort to the business and affairs of the Company andthe discharge of the responsibilities assigned to his hereunder, and will usehis reasonable best efforts to perform faithfully and efficiently suchresponsibilities.  It shall not be aviolation of this Agreement for the Executive to (a) serve on corporate,civic or charitable boards or committees, (b) deliver lectures, fulfillspeaking engagements or teach at educational institutions, (c) managepersonal investments, or (d) engage in activities permitted by the policiesof the Company or as specifically permitted by the Company, so long as suchactivities do not significantly 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 Executiveremains employed by the Company during the Employment Period, the Companyagrees to pay or cause to be paid to the Executive, and the Executive agrees toaccept in exchange for the services rendered hereunder by him, the followingcompensation:

### **5.1          Salary**

The Executive shallreceive an annual base salary (the “***Annual Base Salary***”),at least equal to the annual salary established by the Board or theCompensation Committee 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 AnnualBase Salary, the Executive shall be awarded, for each fiscal year ending duringthe Employment Period, an annual bonus (the “***AnnualBonus***”) in cash at least equal to the average annualized (forany fiscal year consisting of less than twelve (12) full months) bonus paid orpayable (including by reason of any deferral and including the value of anystock awards and the compensation expense disclosed in the Company’s financialstatements for the grant of any stock options) to the Executive by the Companyand its affiliated companies in respect of the three fiscal years immediatelypreceding the fiscal year in which the Change of Control Date occurs.  Each Annual Bonus shall be paid no later 

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than ninety (90) daysafter the end of the fiscal year for which the Annual Bonus is awarded, unlessthe Executive shall elect to defer the receipt of the Annual Bonus.

## **6.             Benefits**

### **6.1          Incentive, Retirement and Welfare Benefit Plans; Vacation**

During the EmploymentPeriod, the Executive shall be entitled to participate, subject to and inaccordance with applicable eligibility requirements, in such fringe benefitprograms as shall be generally made available to other executives of theCompany and its affiliated companies from time to time during the EmploymentPeriod by action of the Board (or any person or committee appointed by theBoard to determine fringe benefit programs and other emoluments), including,without limitation, paid vacations; any stock purchase, savings or retirementplan, 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, accidentaldeath and travel accident insurance plans or programs).

### **6.2          Expenses**

During the EmploymentPeriod, the Executive shall be entitled to receive prompt reimbursement for allreasonable employment expenses incurred by him in accordance with the policies,practices and procedures of the Company and its affiliated companies in effectfor the executives of the Company and its affiliated companies during theEmployment Period.

## **7.             Termination**

During the EmploymentPeriod, employment of the Executive may be terminated as follows, but, in anycase, the nondisclosure provisions set forth in Section 10 hereof shallsurvive the termination of this Agreement and the termination of the Executive’semployment with the Company:

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

At any time during theEmployment Period, the Company may terminate the employment of the Executivewith or without Cause (as defined below), and the Executive may terminate hisemployment for Good Reason (as defined below) or for any reason, upon givingthe Notice of Termination (as defined below).

### **7.2          Automatic Termination**

This Agreement and theExecutive’s employment during the Employment Period shall terminateautomatically 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 asmay be required by law and which places no undue burden on the Company), asdetermined by a physician selected by the Company and acceptable to the 

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Executive, to perform theduties set forth in Section 3.2 hereof for a period or periods aggregatingtwelve (12) weeks in any three hundred sixty-five (365) day period as a resultof physical or mental illness, loss of legal capacity or any other cause beyondthe Executive’s control, unless the Executive is granted a leave of absence bythe Board.  The Executive and the Companyhereby acknowledge that the duties specified in Section 3.2 hereof areessential to the Executive’s position and that Executive’s ability to performthose duties is the essence of this Agreement.

### **7.3          Notice of Termination**

Any termination by theCompany or by the Executive during the Employment Period shall be communicatedby the Notice of Termination to the other party given in accordance withSection 12 hereof.  The term “***Notice of Termination***” shall mean a written notice that(a) indicates the specific termination provision in this Agreement reliedupon and (b) to the extent applicable, sets forth in reasonable detail thefacts and circumstances claimed to provide a basis for termination of theExecutive’s employment under the provision so indicated.  The failure by the Executive or the Companyto set forth in the Notice of Termination any fact or circumstance thatcontributes to a showing of Good Reason or Cause shall not waive any right ofthe Executive or the Company hereunder or preclude the Executive or the Companyfrom asserting such fact or circumstance in enforcing the Executive’s or theCompany’s rights hereunder.

### **7.4          Date of Termination**

During the EmploymentPeriod, “***Date of Termination***” means(a) if the Executive’s employment is terminated by reason of death, at theend of the calendar month in which the Executive’s death occurs, (b) ifthe Executive’s employment is terminated by reason of TotalDisability, immediately upon a determination by the Company of theExecutive’s Total Disability, and (c) in all other cases, ten (10) daysafter 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 oftermination of the Executive’s employment during the Employment Period, allcompensation and benefits set forth in this Agreement shall terminate except asspecifically provided in this Section 8.

### **8.1          Termination by the Company Other Than for Cause or by theExecutive for Good Reason**

If during the EmploymentPeriod the Company terminates the Executive’s employment other than for Causeor the Executive terminates his employment for Good Reason, the Executive shallbe entitled to:

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(a)           receive payment of the followingaccrued obligations (the “***Accrued Obligations***”):

(i)            the Annual Base Salary through the Date of Termination tothe extent not theretofore paid;

(ii)           the product of (x) the Annual Bonus payable withrespect to the fiscal year in which the Date of Termination occurs and (y) afraction the numerator of which is the number of days in the current fiscalyear through the Date of Termination, and the denominator of which is threehundred sixty-five (365); provided that, in the event that the Executive isentitled to an amount in respect of the Annual Bonus under Section 8.1(c),he shall receive the amount payable under Section 8.1(c) first and theamount payable under this Section 8.1(a)(ii) only to the extent it exceedsthe amount payable under Section 8.1(c); and

(iii)          any compensation previously deferred by the Executive(together with accrued interest or earnings thereon, if any) and any accruedvacation pay that would be payable under the Company’s standard policy, in eachcase to the extent not theretofore paid;

(b)           for one year after the Date ofTermination or until the Executive qualifies for comparable medical and dentalinsurance benefits from another employer, whichever occurs first, the Companyshall pay the Executive’s premiums for health insurance benefit continuationfor the Executive and his family members, if applicable, which the Companyprovides to the Executive under the provisions of the federal ConsolidatedOmnibus Budget Reconciliation Act of 1985, as amended (“***COBRA***”),to the extent that the Company would have paid such premiums had the Executiveremained employed by the Company (such continued payment is hereinafter referredto as “***COBRA Continuation***”);

(c)           an amount equal to fifty percent(50%) of the Annual Bonus that would have been paid to the Executive for thefiscal year in which the Date of Termination falls but for the termination ofthe Executive’s employment;

(d)           an amount as severance pay equal tofifty percent (50%) of the Annual Base Salary for the fiscal year in which theDate of Termination occurs; and

(e)           immediate vesting of all outstandingstock options previously granted to the Executive by the Company.

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

If during the EmploymentPeriod the Executive’s employment shall be terminated by the Company for Causeor by the Executive for other than Good Reason, this Agreement shall terminatewithout further obligation on the part of the Company to the Executive, otherthan the Company’s obligation to pay the Executive (a) the Annual BaseSalary through the Date of Termination, (b)  the amount of anycompensation previously deferred by the Executive, and (c) any accruedvacation pay that would be payable under the Company’s standard policy, in eachcase to the extent theretofore unpaid.

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### **8.3          Expiration of Term**

In the event theExecutive’s employment is not terminated prior to expiration of the Term, thisAgreement shall terminate without further obligation on the part of the Companyto the Executive, other than the Company’s obligation to pay the Executive theproduct of (a) the Annual Bonus payable with respect to the fiscal year inwhich the Term expired and (b) a fraction the numerator of which is thenumber of days in the current fiscal year through the end of the Term and thedenominator of which is three hundred sixty-five (365).

### **8.4          Termination Because of Death or Total Disability**

If during the EmploymentPeriod the Executive’s employment is terminated by reason of the Executive’sdeath or Total Disability, this Agreement shall terminate automatically withoutfurther obligation 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 the Executive’sestate or beneficiary, as applicable in the case of the Executive’s death), andto provide COBRA Continuation.

### **8.5          Payment Schedule**

All payments of AccruedObligations, or any portion thereof payable pursuant to this Section 8,shall be made to the Executive within ten (10) working days of the Date ofTermination.  Any payments payable to theExecutive pursuant to Section 8.1(c) and (d) hereof shall be made to theExecutive in a lump sum within ten (10) working days of the Date ofTermination.

## **8.6          Cause**

For purposes of thisAgreement, “***Cause***” means cause given bythe Executive to the Company and shall include, without limitation, theoccurrence of one (1) or more of the following events:

(a)           a clear refusal to carry out any material lawful duties ofthe Executive or any directions of the Board or senior management of theCompany, all reasonably consistent with the duties described in Section 3.2hereof;

(b)           persistent failure to carry out any lawful duties of theExecutive described in Section 3.2 hereof or any directions of the Board orsenior management reasonably consistent with the duties herein set forth to beperformed by the Executive, provided, however, that the Executive has beengiven reasonable notice and opportunity to correct any such failure;

(c)           violation by the Executive of a state or federal criminallaw involving the commission of a crime against the Company or any othercriminal act involving moral turpitude;

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(d)           current abuse by the Executive of alcohol or controlledsubstances; deception, fraud, misrepresentation or dishonesty by the Executive;or any incident materially compromising the Executive’s reputation or abilityto represent the Company with investors, customers or the public; or

(e)           any other material violation of any provision of thisAgreement by the Executive, subject to the notice and opportunity-to-curerequirements of Section 11 hereof.

### **8.7          Good Reason**

For purposes of thisAgreement, “***Good Reason***” means

(a)           the assignment to the Executive ofany duties materially inconsistent with the Executive’s position, authority,duties or responsibilities as contemplated by Section 3.2 hereof or anyother action by the Company that results in a material diminution in suchposition, authority, duties or responsibilities, excluding for this purpose anisolated and inadvertent action not taken in bad faith and that is remedied bythe Company promptly after receipt of notice thereof given by the Executive;

(b)           any failure by the Company to complywith any of the provisions of Section 5 or Section 6 hereof, otherthan an isolated and inadvertent failure not taken in bad faith and that isremedied by the Company promptly after receipt of notice thereof given by theExecutive;

(c)           the Company’s requiring the Executiveto be based at any office or location other than that described in Section 3.3hereof;

(d)           any failure by the Company to complywith and satisfy Section 13 hereof; provided, however, that the Company’ssuccessor has received at least ten (10) days’ prior written notice from theCompany or the Executive of the requirements of Section 13 hereof; or

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

### **8.8          Excess Parachute Limitation**

If any portion of thepayments or benefits for the Executive under this Agreement, the SeveranceAgreement, or any other agreement or benefit plan of the Company (includingstock option plan) would be characterized as an “excess parachute payment” tothe Executive under Section 280G of the Internal Revenue Code of 1986, asamended (the “***Code***”), the Executive shallbe paid any excise tax that the Executive owes under Section 4999 of theCode as a result of such characterization, such excise tax to be paid to theExecutive at least ten (10) days prior to the date that he is obligated to makethe excise tax payment.  The determinationof whether and to what extent any payments or benefits would be “excessparachute payments” and the date by which any excise tax shall be due, shall bedetermined 

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in writing by recognizedtax counsel selected by the Company and reasonably acceptable to the Executive.

## **9.             Representations, Warranties and Other Conditions**

In order to induce theCompany to enter into this Agreement, the Executive represents and warrants tothe Company as follows:

### **9.1          Health**

The Executive is in goodhealth and knows of no physical or mental disability that, with anyaccommodation that may be required by law and that places no undue burden onthe Company, would prevent him from fulfilling his obligations hereunder.  The Executive agrees, if the Companyrequests, to submit to reasonable periodic medical examinations by a physicianor physicians designated by, paid for and arranged by the Company.  The Executive agrees that the examination’smedical report shall be provided to the Company.

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

The Executive representsthat neither the execution nor the performance of this Agreement by theExecutive will violate or conflict in any way with any other agreement by whichthe Executive may be bound.

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

### **10.1        Nondisclosure**

Except as required by hisemployment with the Company, the Executive will not, at any time during theterm of employment by the Company, or at any time thereafter, directly,indirectly or otherwise, use, communicate, disclose, disseminate, lecture uponor publish articles relating to any confidential, proprietary or trade secretinformation without the prior written consent of the Company.  The Executive understands that the Companywill be relying on this Agreement in continuing the Executive’s employment,paying him compensation, granting him any promotions or raises, or entrustinghin with any information that helps the Company compete with others.

### **10.2        Return of Materials**

All documents, records,notebooks, notes, memoranda, drawings or other documents made or compiled bythe Executive at any time, or in his possession, including any and all copiesthereof, shall be the property of the Company and shall be held by theExecutive in trust and solely for the benefit of the Company, and shall be deliveredto the Company by the Executive upon termination of employment or at any othertime upon request by the Company.

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

Whenever a breach of thisAgreement by either party is relied upon as justification for any action taken bythe other party pursuant to any provision of this Agreement, other thanclause (a), (b), (c) or (d) of Section 8.6 hereof, before such actionis taken, the party asserting the breach of this Agreement shall give the otherparty at least twenty (20) days’ prior written notice of the existence and thenature of such breach before taking further action hereunder and shall give theparty purportedly in breach of this Agreement the opportunity to correct suchbreach during the twenty (20) day period.

## **12.          Form of Notice**

Every notice required bythe terms of this Agreement shall be given in writing by serving the same uponthe party to whom it was addressed personally or by registered or certifiedmail, return receipt requested, at the address set forth below or at such otheraddress as may hereafter be designated by notice given in compliance with theterms hereof:

If to the Executive:                                               RonaldA. Martell                                                                                                 49Wisteria Way                                                                                                 BaskingRidge, New Jersey 07920

If to the Company:                                               PoniardPharmaceuticals, Inc.                                                                                                 300Elliott Avenue West, Suite 500                                                                                                 Seattle,Washington  98119                                                                                                 Attn:  Chief Executive Officer

With a copy to:                                                    PerkinsCoie LLP                                                                                                 1201Third Avenue, 40th Floor                                                                                                 Seattle,Washington 98101-3099                                                                                                 Attn:  James R. Lisbakken

Except as set forth inSection 7.4 hereof, if notice is mailed, such notice shall be effectiveupon mailing.

## **13.          Assignment**

This Agreement ispersonal to the Executive and shall not be assignable by the Executive.

The Company shall assignto and require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all the business and/orassets of the Company to assume expressly and agree to perform this Agreementin the same manner and to the same extent that the Company would be required toperform it if no such succession had taken place.  As used in this Agreement, “***Company***”shall mean Poniard Pharmaceuticals, Inc. and any successor to its businessand/or assets as aforesaid that assumes and agrees to perform this Agreement byoperation of law, or otherwise.  All the 

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terms and provisions ofthis Agreement shall be binding upon and inure to the benefit of and beenforceable by the parties hereto and their respective successors and permittedassigns.

## **14.          Waivers**

No delay or failure byany party hereto in exercising, protecting or enforcing any of its rights,titles, interests or remedies hereunder, and no course of dealing orperformance with respect thereto, shall constitute a waiver thereof.  The express waiver by a party hereto of anyright, title, interest or remedy in a particular instance or circumstance shallnot constitute a waiver thereof in any other instance or circumstance.  All rights and remedies shall be cumulativeand not exclusive of any other rights or remedies.

## **15.          Amendments in Writing**

No amendment,modification, waiver, termination or discharge of any provision of thisAgreement, or consent to any departure therefrom by either party hereto, shallin any event be effective unless the same shall be in writing, specificallyidentifying 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 shallbe effective only in the specific instance and for the specific purpose forwhich given.  No provision of thisAgreement shall be varied, contradicted or explained by any oral agreement,course of dealing or performance or any other matter not set forth in anagreement in writing and signed by the Company and the Executive.

## **16.          Applicable Law**

This Agreement shall inall respects, including all matters of construction, validity and performance,be governed by, and construed and enforced in accordance with, the laws of theState of Washington, without regard to any rules governing conflicts of laws.

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

Except in connection withenforcing Section 10 hereof, for which legal and equitable remedies may besought in a court of law, any dispute arising under this Agreement shall besubject to arbitration.  The arbitrationproceeding shall be conducted in accordance with the Commercial ArbitrationRules of the American Arbitration Association (the “***AAARules***”) then in effect, conducted by one arbitrator eithermutually agreed upon or selected in accordance with the AAA Rules.  The arbitration shall be conducted in KingCounty, Washington, under the jurisdiction of the Seattle office of theAmerican Arbitration Association.  Thearbitrator shall have authority only to interpret and apply the provisions ofthis Agreement, and shall have no authority to add to, subtract from orotherwise modify the terms of this Agreement. Any demand for arbitration must be made within sixty (60) days of theevent(s) giving rise to the 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 necessaryto pursue or defend any legal proceeding, whether in arbitration or court, inorder to resolve a dispute arising under this Agreement, the prevailing partyin any such proceeding shall be entitled to recover its reasonable costs andattorneys’ fees.

## **18.          Severability**

If any provision of thisAgreement 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 requiredby it, then, to the full extent permitted by law, (a) all other provisionshereof shall remain in full force and effect in such jurisdiction and shall beliberally construed in order to carry out the intent of the parties hereto asnearly as may be possible, (b) such invalidity, illegality orunenforceability shall not affect the validity, legality or enforceability ofany other provision hereof, and (c) any court or arbitrator havingjurisdiction thereover shall have the power to reform such provision to theextent necessary for such provision to be enforceable under applicable law.

## **19.          Entire Agreement**

Except as described inSection 22 hereof, this Agreement constitutes the entire agreement betweenthe Company and the Executive with respect to the subject matter hereof, andall prior or contemporaneous 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 withholdfrom any amounts payable under this Agreement such federal, state or localtaxes as shall be required to be withheld pursuant to any applicable law orregulation.

## **21.          Counterparts**

This Agreement may beexecuted in counterparts, each of which counterparts shall be deemed anoriginal, but all of which together shall constitute one and the sameinstrument.

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

The Severance Agreementthat the parties are entering into contemporaneously with this Agreementprovides for certain forms of severance and benefit payments in the event oftermination of the Executive’s employment. This Agreement is in addition to the Severance Agreement and in no waysupersedes or nullifies the Severance Agreement.  Nevertheless, it is possible that terminationof employment by the Company or by the Executive may fall within the scope ofboth agreements.  In such event, paymentsmade to the Executive under 

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Section 8.1 hereof shallbe coordinated with payments made to the Executive under Section 5.1 ofthe Severance Agreement as follows:

(a)           Accrued Obligations under thisAgreement shall be paid first, in which case Accrued Obligations need not bepaid under the Severance Agreement;

(b)           COBRA Continuation under thisAgreement shall be provided first, in which case COBRA Continuation need not beprovided under the Severance Agreement; and

(c)           the severance payment required underSection 8.1(d) hereof shall be paid first, in which case only that portion ofany severance payment required under Section 5.1(c) of the SeveranceAgreement in excess of the severance payment required under Section 8.1(d)hereof shall be paid in accordance with the provisions of the SeveranceAgreement.

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IN WITNESS WHEREOF, theparties have executed and entered into this Agreement effective on the datefirst set forth above.
|            | **PONIARD PHARMACEUTICALS, INC.** |
|------------|-----------------------------------|
| ** ** | ** **                        | ** ** |
|       | By:                               | /s/ GERALD McMAHON |
|       |                              | Name: Gerald McMahon, Ph.D. |
|       |                              | Its: Chairman and CEO |
|       |                              |   |
| ** ** | **EXECUTIVE**                     |
| ** ** | ** **                        | ** ** |
|       | By:                               | /s/ RONALD A. MARTELL |
|       |                              | Name: Ronald A. Martell |

 

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**APPENDIX A**

For purposes of thisAgreement, 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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