**Exhibit 10.25**

**PONIARDPHARMACEUTICALS, INC.**

**CHANGE OF CONTROLAGREEMENT (VP)**

This Change of Control Agreement (VP) (this ***“Agreement”***), dated as of July 24, 2006,is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washingtoncorporation (as supplemented by Section 13, the ***“Company”***),and *Alan B. Glassberg, M.D.* (the “***Executive***”).

The Board of Directors of the Company (the “***Board***”) has determined that it is inthe best interests of the Company and its shareholders to ensure that theCompany will have the continued dedication of the Executive, notwithstandingthe possibility, threat or occurrence of a Change of Control (as defined in Section 1hereof) of the Company. The Board believes it is imperative to diminish theinevitable distraction of the Executive arising from the personal uncertaintiesand risks created by a pending or threatened Change of Control, to encouragethe Executive’s full attention and dedication to the Company currently and inthe event of any threatened or pending Change of Control, and to provide theExecutive with reasonable compensation and benefit arrangements upon a Changeof 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 thedefinition set forth in Appendix A hereto, which is hereby incorporated byreference.

1.2   “***Change of Control Date***” shall meanthe first date on which a Change of Control occurs.

1.3   “***Employment Period***” shall mean thetwo (2) year period commencing on the Change of Control Date and ending onthe second anniversary of such date.

1.4   “***Severance Agreement***” shallmean 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 aperiod of one (1) year from the date of this Agreement as first appearingabove; provided, however, that this Agreement shall automatically renew forsuccessive 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 extend for the duration of theEmployment Period. The “***Term***” ofthis Agreement shall be the Initial Term plus all Renewal Terms and, ifapplicable, the duration of the Employment Period. At the end of the Term, thisAgreement shall terminate without further action by either the Company or theExecutive.

**3.   Employment**

**3.1   EmploymentPeriod**

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.

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**3.2   Positionand 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) miles from such location.

**3.4   Employmentat 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 ControlDate, the Executive’s employment with the Company or its affiliated companiesterminates for any reason, then the Executive shall have no further rightsunder this Agreement; provided, however, that the Company may not avoidliability for any termination payments that would have been required during theEmployment Period pursuant to Section 8 hereof by terminating theExecutive prior to the Employment Period where such termination is carried outin anticipation of a Change of Control and the principal motivating purpose isto avoid liability for such termination payments.

**4.   Attentionand 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 a violation of this Agreement for theExecutive to (a) serve on corporate, civic or charitable boards orcommittees, (b) deliver lectures, fulfill speaking engagements or teach ateducational institutions, (c) manage personal investments, or (d) engagein activities permitted by the policies of the Company or as specificallypermitted by the Company, so long as such activities do not significantlyinterfere with the performance of the Executive’s responsibilities inaccordance 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 her, 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 Base Salary shall be paid in substantiallyequal installments and at the same intervals as the 

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salariesof other executives of the Company are paid. The Board or the CompensationCommittee or the Chief Executive Officer shall review the Annual Base Salary atleast annually and shall determine in good faith and consistent with anygenerally applicable 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 AnnualBonus shall be paid no later than ninety (90) days after the end of the fiscalyear for which the Annual Bonus is awarded, unless the Executive shall elect todefer the receipt of the Annual Bonus.

**6.   Benefits**

**6.1   Incentive,Retirement and 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 theCompany 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   AutomaticTermination**

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 

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hereinshall mean the Executive’s inability (with such accommodation as may berequired by law and which places no undue burden on the Company), as determinedby a physician selected by the Company and acceptable to the Executive, toperform the duties set forth in Section 3.2 hereof for a period or periodsaggregating twelve (12) weeks in any three hundred sixty-five (365) day periodas a result of physical or mental illness, loss of legal capacity or any othercause beyond the Executive’s control, unless the Executive is granted a leaveof absence by the Board. The Executive and the Company hereby acknowledge thatthe duties specified in Section 3.2 hereof are essential to the Executive’sposition and that Executive’s ability to perform those duties is the essence ofthis Agreement.

**7.3   Notice ofTermination**

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 with Section 12hereof. The term “***Notice of Termination***” shall meana written notice that (a) indicates the specific termination provision inthis Agreement relied upon and (b) to the extent applicable, sets forth inreasonable detail the facts and circumstances claimed to provide a basis fortermination of the Executive’s employment under the provision so indicated. Thefailure by the Executive or the Company to set forth in the Notice ofTermination any fact or circumstance that contributes to a showing of GoodReason or Cause shall not waive any right of the Executive or the Companyhereunder or preclude the Executive or the Company from asserting such fact orcircumstance in enforcing the Executive’s or the Company’s rights hereunder.

**7.4   Date ofTermination**

During the EmploymentPeriod, “***Date of Termination***” means (a) ifthe Executive’s employment is terminated by reason of death, at the end of thecalendar month in which the Executive’s death occurs, (b) if the Executive’semployment is terminated by reason of Total Disability, immediately upon adetermination by the Company of the Executive’s Total Disability, and (c) inall other cases, ten (10) days after the date of personal delivery ormailing of the Notice of Termination. The Executive’s employment andperformance 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.   TerminationPayments**

In theevent of termination of the Executive’s employment during the EmploymentPeriod, all compensation and benefits set forth in this Agreement shallterminate except as specifically provided in this Section 8.

**8.1   Terminationby the Company Other Than for Cause or by the Executive for Good Reason**

If during theEmployment Period the Company terminates the Executive’s employment other thanfor Cause or the Executive terminates his employment for Good Reason, theExecutive shall be entitled to:

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

(i)    the AnnualBase Salary through the Date of Termination to the extent not theretofore paid;

(ii)   theproduct of (x) the Annual Bonus payable with respect to the fiscal year inwhich the Date of Termination occurs and (y) a fraction the numerator ofwhich is the number of days in the current fiscal year through the Date ofTermination, and the denominator of which is three hundred sixty-five (365);provided that, in the event that the Executive is entitled to an amount inrespect of the Annual Bonus under Section 8.1(c), he shall receive theamount payable under Section 8.1(c) first and the 

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amount payable under this Section 8.1(a)(ii) onlyto the extent it exceeds the amount payable under Section 8.1(c); and

(iii)  anycompensation previously deferred by the Executive (together with accruedinterest or earnings thereon, if any) and any accrued vacation pay that wouldbe payable under the Company’s standard policy, in each case to the extent nottheretofore paid;

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

(c)   an amountequal to fifty percent (50%) of the Annual Bonus that would have been paid tothe Executive for the fiscal year in which the Date of Termination falls butfor the termination of the Executive’s employment;

(d)   an amountas severance pay equal to fifty percent (50%) of the Annual Base Salary for thefiscal year in which the Date of Termination occurs; and

(e)   immediate vesting of all outstanding stock options previouslygranted to the Executive by the Company.

**8.2   Terminationfor 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 any compensationpreviously deferred by the Executive, and (c) any accrued vacation paythat would be payable under the Company’s standard policy, in each case to theextent theretofore unpaid.

**8.3   Expirationof Term**

In the event the Executive’semployment is not terminated prior to expiration of the Term, this Agreement shallterminate without further obligation on the part of the Company to theExecutive, other than the Company’s obligation to pay the Executive the productof (a) the Annual Bonus payable with respect to the fiscal year in whichthe Term expired and (b) a fraction the numerator of which is the numberof days in the current fiscal year through the end of the Term and thedenominator of which is three hundred sixty-five (365).

**8.4   TerminationBecause 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.

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**8.5   PaymentSchedule**

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 the Executive pursuant to Section 8.1(c) and(d) hereof shall be made to the Executive in a lump sum within ten (10) workingdays of the Date of Termination.

**8.6   Cause**

For purposes ofthis Agreement, “***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 clearrefusal to carry out any material lawful duties of the Executive or anydirections of the Board or senior management of the Company, all reasonablyconsistent with the duties described in Section 3.2 hereof;

(b)   persistentfailure to carry out any lawful duties of the Executive described in Section 3.2hereof or any directions of the Board or senior management reasonablyconsistent with the duties herein set forth to be performed by the Executive,provided, however, that the Executive has been given reasonable notice andopportunity to correct any such failure;

(c)   violationby the Executive of a state or federal criminal law involving the commission ofa crime against the Company or any other criminal act involving moralturpitude;

(d)   currentabuse by the Executive of alcohol or controlled substances; deception, fraud,misrepresentation or dishonesty by the Executive; or any incident materiallycompromising the Executive’s reputation or ability to represent the Companywith investors, customers or the public; or

(e)   any other material violation of any provision of this Agreement bythe Executive, subject to the notice and opportunity-to-cure requirements of Section 11hereof.

**8.7   Good Reason**

**For purposes of this Agreement, “***Good Reason*” means

(a)   theassignment to the Executive of any duties materially inconsistent with theExecutive’s position, authority, duties or responsibilities as contemplated by Section 3.2hereof or any other action by the Company that results in a material diminutionin such position, authority, duties or responsibilities, excluding for thispurpose an isolated and inadvertent action not taken in bad faith and that isremedied by the Company promptly after receipt of notice thereof given by theExecutive;

(b)   any failureby the Company to comply with any of the provisions of Section 5 or Section 6hereof, other than an isolated and inadvertent failure not taken in bad faithand that is remedied by the Company promptly after receipt of notice thereofgiven by the Executive;

(c)   the Company’srequiring the Executive to be based at any office or location other than thatdescribed in Section 3.3 hereof;

(d)   any failureby 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 13hereof; or

(e)   any othermaterial violation of any provision of this Agreement by the Company, subjectto the notice and opportunity-to-cure requirements of Section 11 hereof.

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**8.8   ExcessParachute 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 tomake the excise tax payment. The determination of whether and to what extentany payments or benefits would be “excess parachute payments” and the date bywhich any excise tax shall be due, shall be determined 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. TheExecutive agrees, if the Company requests, to submit to reasonable periodicmedical examinations by a physician or physicians designated by, paid for andarranged by the Company. The Executive agrees that the examination’s medicalreport shall be provided to the Company.

**9.2   NoViolation 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 Executiveunderstands that the Company will be relying on this Agreement in continuingthe Executive’s employment, paying him compensation, granting him anypromotions or raises, or entrusting hin with any information that helps theCompany compete with others.

**10.2   Returnof 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 bedelivered to the Company by the Executive upon termination of employment or atany other time upon request by the Company.

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**11.   Noticeand Cure of Breach**

Whenever a breach of thisAgreement by either party is relied upon as justification for any action takenby the other party pursuant to any provision of this Agreement, other thanclause (a), (b), (c) or (d) of Section 8.6 hereof, beforesuch action is taken, the party asserting the breach of this Agreement shallgive the other party at least twenty (20) days’ prior written notice of theexistence and the nature of such breach before taking further action hereunderand shall give the party purportedly in breach of this Agreement theopportunity to correct such breach during the twenty (20) day period.

**12.   Form ofNotice**

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: |   | Alan B. Glassberg, M.D.                 |
|----------------------|--------|-----------------------------------------|
|                 |   | 126 Poplar Drive                        |
|                 |   | Kentfield, California 94904             |
| If to the  Company:  |   | Poniard  Pharmaceuticals, Inc.     |
|                 |   | 300 Elliott Avenue West, Suite 500 |
|                 |   | Seattle, Washington 98119               |
|                 |   | Attn: Chief Executive Officer           |
| With a copy to:      |   | Perkins Coie LLP                        |
|                 |   | 1201 Third Avenue, 40th Floor           |
|                 |   | Seattle, Washington 98101-3099          |
|                 |   | Attn: James R. Lisbakken                |

 

Except as set forth in Section 7.4hereof, if notice is mailed, such notice shall be effective upon mailing.

**13.   Assignment**

This Agreement is personal to the Executive and shallnot 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/or assetsof the Company to assume expressly and agree to perform this Agreement in thesame 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 PoniardPharmaceuticals, Inc. and any successor to its business and/or assets asaforesaid that assumes and agrees to perform this Agreement by operation oflaw, or otherwise. All the terms and provisions of this Agreement shall bebinding upon and inure to the benefit of and be enforceable by the partieshereto and their respective successors and permitted assigns.

**14.   Waivers**

No delay or failure by anyparty hereto in exercising, protecting or enforcing any of its rights, titles,interests or remedies hereunder, and no course of dealing or performance withrespect thereto, shall constitute a waiver thereof. The express waiver by aparty hereto of any right, title, interest or remedy in a particular instanceor circumstance shall not constitute a waiver thereof in any other instance or 

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circumstance.All rights and remedies shall be cumulative and not exclusive of any otherrights or remedies.

**15.   Amendmentsin 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 this Agreement shall be varied, contradicted orexplained by any oral agreement, course of dealing or performance or any othermatter not set forth in an agreement in writing and signed by the Company andthe Executive.

**16.   ApplicableLaw**

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 oflaws.

**17.   Arbitration;Attorneys’ Fees**

Except in connection with enforcing Section 10hereof, for which legal and equitable remedies may be sought in a court of law,any dispute arising under this Agreement shall be subject to arbitration. Thearbitration proceeding shall be conducted in accordance with the CommercialArbitration Rules of the American Arbitration Association (the “***AAA Rules***”) then in effect,conducted by one arbitrator either mutually agreed upon or selected inaccordance with the AAA Rules. The arbitration shall be conducted in KingCounty, Washington, under the jurisdiction of the Seattle office of theAmerican Arbitration Association. The arbitrator shall have authority only tointerpret and apply the provisions of this Agreement, and shall have noauthority to add to, subtract from or otherwise modify the terms of thisAgreement. Any demand for arbitration must be made within sixty (60) days ofthe event(s) giving rise to the claim that this Agreement has beenbreached. The arbitrator’s decision shall be final and binding, and each partyagrees to be bound to by the arbitrator’s award, subject only to an appealtherefrom in accordance with the laws of the State of Washington. Either partymay obtain judgment upon the arbitrator’s award in the Superior Court of King,County, Washington.

If it becomes necessary topursue 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.

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**19.   EntireAgreement**

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

**20.   Withholding**

The Company may 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 an original,but all of which together shall constitute one and the same instrument.

**22.   Coordinationwith Severance Agreement**

The SeveranceAgreement that the parties are entering into contemporaneously with thisAgreement provides for certain forms of severance and benefit payments in theevent of termination of the Executive’s employment. This Agreement is inaddition to the Severance Agreement and in no way supersedes or nullifies theSeverance Agreement. Nevertheless, it is possible that termination of employmentby 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 hereofshall be coordinated with payments made to the Executive under Section 5.1of the Severance Agreement as follows:

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

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

(c)   theseverance payment required under Section 8.1(d) hereof shall be paidfirst, in which case only that portion of any severance payment required under Section 5.1(c) ofthe Severance Agreement in excess of the severance payment required under Section 8.1(d) hereofshall be paid in accordance with the provisions of the Severance Agreement.

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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/ ANNA L. WIGHT |   |
|   |                              | Name: | Anna L. Wight |   |
|   |                              | Its: | *VP Legal* |   |
|   | **EXECUTIVE**                     |
|   | By:                               |   /s/ ALAN B. GLASSBERG | * * |
|   |                              | Name: Alan B. Glassberg, M.D. |
|        |                                   |  |  |  |  |

 

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**APPENDIX A**

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

(a)   A “***Board Change***” that, for purposes ofthis Agreement, shall have occurred if a majority (excluding vacant seats) ofthe seats on the Board are occupied by individuals who were neither (i) nominatedby a majority of the Incumbent Directors nor (ii) appointed by directorsso nominated. An “***Incumbent Director***” is amember of the Board who has been either (i) nominated by a majority of thedirectors of the Company then in office or (ii) appointed by directors sonominated, but excluding, for this purpose, any such individual whose initialassumption of office occurs as a result of either an actual or threatenedelection contest (as such terms are used in Rule 14a-11 ofRegulation 14A promulgated under the Securities Exchange Act of 1934, asamended (the “***Exchange Act***”)) or otheractual or threatened solicitation of proxies or consents by or on behalf of aPerson (as hereinafter defined) other than the Board; or

(b)   Theacquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or14(d)(2) of the Exchange Act) (a “***Person***”) ofbeneficial ownership (within the meaning of Rule 13d-3 promulgatedunder the Exchange Act) of (i) twenty percent (20%) or more of either (A) thethen outstanding shares of Common Stock of the Company (the “***Outstanding Company Common Stock***”)or (B) the combined voting power of the then outstanding voting securitiesof 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), whichacquisition is not approved in advance by a majority of the IncumbentDirectors, or (ii) thirty-three percent (33%) or more of either (A) theOutstanding Company Common Stock or (B) the Outstanding Company VotingSecurities, in the case of either (A) or (B) of this clause(ii), which acquisition is approved in advance by a majority of the IncumbentDirectors; provided, however, that the following acquisitions shall notconstitute a Change of Control:  (x) anyacquisition by the Company, (y) any acquisition by any employee benefitplan (or related trust) sponsored or maintained by the Company or anycorporation controlled by the Company, or (z) any acquisition by anycorporation 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) ofthis Appendix A are satisfied; or

(c)   Approval bythe shareholders of the Company of a reorganization, merger or consolidation,in each case, unless, immediately following such reorganization, merger orconsolidation, (i) more than sixty percent (60%) of, respectively, thethen outstanding shares of common stock of the corporation resulting from suchreorganization, merger or consolidation and the combined voting power of thethen outstanding voting securities of such corporation entitled to votegenerally in the election of directors is then beneficially owned, directly orindirectly, by all or substantially all the individuals and entities who werethe beneficial owners, respectively, of the Outstanding Company Common Stockand the Outstanding Company Voting Securities immediately prior to such reorganization,merger or consolidation 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 suchcorporation entitled 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 Incumbent 

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Directors at the time ofthe execution of the initial agreement providing for such reorganization,merger or consolidation; or

(d)   Approval bythe shareholders of the Company of (i) a complete liquidation ordissolution of the Company or (ii) the sale or other disposition of all orsubstantially all the assets of the Company, other than to a corporation withrespect to which immediately following such sale or other disposition, (A) morethan sixty percent (60%) of, respectively, the then outstanding shares ofcommon stock of such corporation and the combined voting power of the thenoutstanding voting securities of such corporation entitled to vote generally inthe election of directors is then beneficially owned, directly or indirectly,by all or substantially all the individuals and entities who were thebeneficial owners, respectively, of the Outstanding Company Common Stock andthe Outstanding Company Voting Securities immediately prior to such sale orother disposition in substantially the same proportion as their ownership,immediately prior to such sale or other disposition, of the Outstanding CompanyCommon Stock and the Outstanding Company Voting Securities, as the case may be,(B) no Person (excluding the Company, any employee benefit plan (orrelated trust) of the Company or such corporation and any Person beneficiallyowning, immediately prior to such sale or other disposition, directly orindirectly, thirty-three percent (33%) or more of the Outstanding CompanyCommon Stock or the Outstanding Company Voting Securities, as the case may be)beneficially owns, directly or indirectly, thirty-three percent (33%) ormore of, respectively, the then outstanding shares of common stock of suchcorporation and the combined voting power of the then outstanding votingsecurities of such corporation entitled to vote generally in the election ofdirectors, and (C) at least a majority of the members of the board ofdirectors of such corporation were approved by a majority of the IncumbentDirectors at the time of the execution of the initial agreement or action ofthe Board providing for such sale or other disposition of the Company’s assets.

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