Exhibit 10.36  *** Indicates confidential material that has
been omitted pursuant to a Confidential Treatment Request filed with the
Securities and Exchange Commission.  A
complete copy of this agreement has been separately filed with the Securities
and Exchange Commission.   COMMERCIAL
PICOPLATIN ACTIVE PHARMACEUTICAL INGREDIENT
MANUFACTURING AGREEMENT  BETWEEN   PONIARD
PHARMACEUTICALS, INC.  AND  W. C.
HERAEUS GMBH


COMMERCIAL
PICOPLATIN ACTIVE PHARMACEUTICAL INGREDIENT MANUFACTURING AGREEMENT  TABLE OF
CONTENTS  Article 1
  Interpretation
  21.1
  Definitions
  21.2
  Currency
  51.3
  Headings
  51.4
  Entire Agreement
  51.5
  Exhibits
  61.6
  Applicable Law and Venue
  6Article 2 Scope of
  Performance
  62.1
  Heraeus Services
  62.2
  Heraeus Investment and Equipment Installation
  62.3
  Quality Agreement
  62.4
  Manufacturing Report
  72.5
  CM&C Documentation
  72.6
  Processing Changes by PONIARD
  72.7
  Processing Changes by Heraeus
  72.8
  Notification of Deviations
  72.9
  Monitoring of Facilities
  72.10
  No Subcontracting
  7Article 3 Supply
  of Starting Materials
  83.1
  Supply of Materials
  83.2
  Waste Disposal
  8Article 4 Testing
  and Samples
  84.1
  Retention Samples
  84.2
  Batch Documentation
  84.3
  Release Testing
  84.4
  Release of Picoplatin API
  84.5
  Shipment and Release of Picoplatin API
  9Article 5
  Forecast, Purchase Order, Price, Delivery and Payment
  95.1
  Forecasts
  95.2
  Product Orders.
  95.3
  Purchase Obligation.
  95.4
  Purchase Orders.
  105.5
  Picoplatin API Pricing
  105.6
  Shipping
  105.7
  Invoices
  105.8
  Payment of Invoices
  105.9
  Inspection of Picoplatin API
  11Article 6 Rejected
  Picoplatin API
  116.1
  Rejection of Nonconforming Picoplatin API
  11


6.2
  Dispute of Rejected Products
  116.3
  Replacement of Nonconforming Picoplatin API
  126.4
  Destruction of Rejected Products
  12Article 7
  Intellectual Property Rights
  127.1
  Title
  127.2
  No Grant of Rights
  127.3
  Grant of License
  137.4
  Ownership of Process Improvements
  137.5
  Patents
  137.6
  Use of Trademarks
  13Article 8
  Confidential Information
  138.1
  Obligation of Confidentiality
  138.2
  Disclosure with Consent
  148.3
  Publicity
  148.4
  Disclosure Required by Law
  148.5
  Duration of Obligation
  14Article 9
  Representations and Warranties
  149.1
  Heraeuss Representations and Warranties
  149.2
  PONIARDs Representations and Warranties
  159.3
  NO OTHER WARRANTIES
  16Article 10
  Indemnification
  1610.1
  Scope of Indemnification
  1610.2
  Indemnification Procedure
  17Article 11
  Insurance
  17Article 12 Recalls
  1712.1
  Implementation of Recalls
  1712.2
  Heraeuss Liability for Recall
  1812.3
  PONIARDs Liability for Recall
  18Article 13 Term
  and Termination
  1813.1
  Term
  1813.2
  Termination
  1813.3
  Transfer of Technology
  1813.4
  Return of Starting Materials and
  Equipment
  1913.5
  Return of Confidential Information
  1913.6
  Survival of Obligations
  19Article 14 General
  Provisions
  2014.1
  Assignment
  2014.2
  Force Majeure
  2014.3
  Injunction
  2014.4
  Notice
  2014.5
  Relationship of Parties
  2114.6
  Severability
  2114.7
  Waiver
  21  2


EXHIBITS:EXHIBIT A: PICOPLATIN
  SPECIFICATIONS AND PACKAGING
  23EXHIBIT B: OUTLINE OF
  PICOPLATIN MANUFACTURING PROCESS
  27EXHIBIT C: HERAEUS
  INVESTMENT AND DEDICATED EQUIPMENT FOR PICOPLATIN MANUFACTURE
  28EXHIBIT D: FORECASTING
  SYSTEM FOR PICOPLATIN
  31EXHIBIT E: COMMERCIAL
  PRICING PICOPLATIN / CALCULATION OF PAYBACK FOR DEDICATED EQUIPMENT COSTS /
  PAYBACK FOR DEDICATED EQUIPMENT COSTS
  32  3


COMMERCIAL PICOPLATIN ACTIVE PHARMACEUTICAL INGREDIENT MANUFACTURING
AGREEMENT  THIS COMMERCIAL PICOPLATIN ACTIVE
PHARMACEUTICAL INGREDIENT MANUFACTURING AGREEMENT
(this Agreement) is made and entered into as
of the 24 day of March, 2008 (the Effective Date)  BETWEEN:  PONIARD PHARMACEUTICALS,
INC., a US company having an address at 300 Elliott Avenue, Suite 500,
Seattle, Washington  98119, USA  (hereinafter referred to as PONIARD)  AND:  W. C. HERAEUS GMBH,
a German company having an address at
Heraeusstr. 12  14, 63450 Hanau, Germany  (hereinafter referred to as Heraeus)  WHEREAS:  A.
  
  PONIARD is the owner of or controls certain
  technology and patent rights regarding the active pharmaceutical agent
  Picoplatin (also known by the codename NX473) which
  is being developed for use as a human pharmaceutical for oncology therapy;B.
  
  Heraeus has expertise, personnel, the
  facility for, and experience in manufacturing active pharmaceutical
  ingredients and is willing to conduct development and manufacturing
  activities for PONIARD for the manufacture and supply of the Picoplatin
  Active Pharmaceutical Ingredient (Picoplatin API, as defined below);C.
  
  PONIARD and Heraeus have entered into a
  Mutual Confidential Disclosure Agreement dated October 29, 2004 (the Confidentiality Agreement);D.
  
  Heraeus and PONIARD entered into a
  Picoplatin Active Pharmaceutical Ingredient Manufacturing Agreement on
  July 27, 2006. The subject matter of this agreement is the development
  and manufacture of the active pharmaceutical ingredient (API) Picoplatin by
  Heraeus for the purpose of clinical trials and development activities.E.
  
  PONIARD is now interested in Heraeus
  manufacturing the active pharmaceutical ingredient Picoplatin and delivering
  it to PONIARD for manufacture of final dosage pharmaceutical products which
  are intended to be used for commercial purposes by PONIARD and may be used
  for additional clinical trials and development activities.F.
  
  Already at the beginning of 2008 Heraeus
  has to make an investment in production equipment for a commercial delivery
  of Picoplatin API starting 2009.


NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:  Article 1
Interpretation  1.1
  
  Definitions  In this Agreement, the following terms shall have the meanings set
forth below:  (a)
  
  Act
  means the U.S. Food, Drug and Cosmetic Act of 1934
  and the Public Health Service Act of 1944 and
  the regulations and guidelines promulgated thereunder, as the same may be
  amended from time to time;(b)
  
  Affiliate
  means any corporation or non-corporate business entity, which directly or
  indirectly controls, is controlled by, or is under common control with a
  party. A corporation or non-corporate business entity shall be regarded as in
  control of another corporation if it owns or directly or indirectly controls
  at least fifty percent (50%) of the voting stock of the other corporation or(i)
  in the absence of the
  ownership of at least fifty percent (50%) of the voting stock of a
  corporation, or(ii)
  in the case of a
  non-corporate entity, the power to direct or cause the direction of the
  management and policies of such corporation or non-corporate entity, as
  applicable;(c)
  
  Batch
  or Lot means, with respect to the
  Picoplatin API, each separate and distinct quantity of Picoplatin API
  processed under continuous conditions and designated by a batch or lot
  number;(d)
  
  Batch
  Record means the complete detailed manufacturing and control
  instructions and specifications for the each Batch or Lot of Picoplatin API,
  written and signed by Heraeus;(e)
  
  Business
  Days means a day that is not a Saturday or a Sunday or a national
  holiday in the United States or Germany;(f)
  
  Certificate
  of Analysis means a document certifying a Batch or Lot of
  Picoplatin API meets the Specifications, signed and dated by a duly
  authorized representative of the Quality Control or Quality Assurance
  Department of Heraeus;(g)
  
  Certificate
  of Compliance means a document certifying that the Batch or Lot
  of Picoplatin API was Processed according to cGMP Requirements and the
  Specifications, signed and dated by a duly authorized representative of
  Heraeus;(h)
  
  cGMP
  Requirements means(i)
  the current Good Manufacturing
  Practices established by the FDA, TPD and EMEA and the applicable FDA, TPD
  and EMEA regulations, policies or guidelines in effect for the manufacture,
  processing, packing and holding of API products, and(ii)
  the corresponding
  requirements of each other applicable jurisdiction for which PONIARD informs
  Heraeus from time to time in writing that the Picoplatin API is to be used in
  such jurisdiction and to which Heraeus agrees it can meet such requirements;(i)
  
  Confidential
  Information means any and all know-how, information and/or
  techniques disclosed by PONIARD or Heraeus to the other, as the case may be,
  relating to their respective technologies, products, research, processes and
  other activities and information, including, without limiting the generality
  of the foregoing, all research results, formulae, manufacturing methods and
  processes, data, specifications, plans, drawings, prototypes, models,
  documents,  2


recordings, instructions,
  manuals, papers, reports, studies, findings, business methods, operating
  procedures, production capacities, prices, market share and other market
  data, customer information or other materials of any nature whatsoever,
  whether written or otherwise, relating to same, provided that such
  disclosures shall not be considered Confidential Information for the
  purpose of this Agreement if and when it:(i)
  is made subject to an
  order by judicial or administrative process requiring PONIARD or Heraeus, as
  the case may be, to disclose any Confidential Information of the other,
  provided however, that either party shall promptly notify the other and allow
  the other reasonable time to oppose such process before disclosing any of the
  Confidential Information of the other;(ii)
  is or becomes generally
  available to the general public other than through a breach of this
  Agreement;(iii)
  is obtained by PONIARD
  or Heraeus from a Third Party with a valid right to disclose it, provided
  that such Third Party is not under a confidentiality obligation to PONIARD or
  Heraeus, as the case may be;(iv)
  is independently
  developed without reference to the others Confidential Information as
  evidenced by PONIARDs or Heraeuss (as the case may be) business records; or(v)
  was possessed by either
  party prior to receipt from the other, other than through prior disclosure by
  PONIARD or Heraeus, as the case may be, as evidenced by their business
  records;(j)
  
  Confidentiality
  Agreement has the meaning ascribed thereto in Recital C;(k)
  
  Delivery
  Date means the date that Picoplatin API is to be delivered to a
  PONIARD designated carrier at Heraeuss facilities;(l)
  
  Dedicated
  Equipment Cost means the cost of equipment dedicated to the manufacture
  of Picoplatin API as described in Exhibit C;(m)
  
  EMEA
  means the European Medicines Evaluation Agency and any successor thereto;(n)
  
  Environmental
  Laws means all applicable requirements under applicable statutes,
  regulations, rules, ordinances, codes, licenses, permits, orders, approvals,
  plans or other authorizations, as amended from time to time, of all
  applicable national, state and local governments and regulatory authorities
  thereof and all applicable judicial, administrative or regulatory judgments
  or orders, relating to the protection of human health or the environment,
  including, without limitation, any and all occupational health and safety
  requirements and procedures for the safe handling of the Picoplatin API and
  any Waste;(o)
  
  Facility
  means Heraeuss manufacturing facility located atHeraeusstr. 12  14, 63450 Hanau, Germany;(p)
  
  FDA
  means the United States Food and Drug Administration and any successor
  thereto;(q)
  
  Improvements
  means, in relation to any Intellectual Property, any and all adaptations,
  improvements, enhancements, revisions and derivative works (whether complete
  or incomplete) thereof;(r)
  
  Installation
  Qualification means the documented verification required to
  comply with cGMP Requirements that all key aspects of the installation of the
  equipment and ancillary systems used or to be used in the Manufacturing
  Process adhere to the approved designs and the recommendations of the
  manufacturer;  3


(s)
  
  Intellectual
  Property means anything that is protected by any patents,
  trademarks, copyrights, trade secrets or any other intellectual or industrial
  property rights whatsoever and worldwide (whether registered or unregistered
  and including rights in any application for any of the foregoing);(t)
  
  Manufacturing
  Process means the activities set out inExhibit B,the Master
  Batch Record and Heraeuss standard operating procedures for the Processing
  and packaging of the Picoplatin API;(u)
  
  Manufacturing
  Report means a report prepared by Heraeus summarizing the
  manufacturing Batches and stability study data relating to Picoplatin API;(v)
  
  Master
  Batch Record means the complete detailed manufacturing and
  control instructions and specifications for the Manufacturing Process for
  Picoplatin API written and signed by Heraeus, as defined by the cGMP
  Requirements, and agreed to by both parties, and as may be revised by both
  parties from time to time;(w)
  
  Materials
  means raw materials, solvents and packaging used in the Processing to produce
  the Picoplatin API;(x)
  
  NDA
  means a New Drug Application, as defined in the Act and applicable
  regulations promulgated thereunder, as amended from time to time, and any
  foreign equivalent;(y)
  
  Operational
  Qualification means the documented verification required to
  comply with cGMP Requirements that the equipment and ancillary systems used
  in the Manufacturing Process perform as intended throughout anticipated
  operating ranges;(z)
  
  Picoplatin
  Active Pharmaceutical Ingredient (Picoplatin
  API) means
  (SP-4-3)-(cis)-Amminedichloro-[2-methylpyridine]platinum(II);(aa)
  
  Picoplatin
  Drug Product means the product produced from Picoplatin API for
  human use by PONIARD or its designee;(bb)
  
  Picoplatin
  NDA Approval means approval of an NDA necessary for commercial
  sale in a jurisdiction;(cc)
  
  PONIARD
  Know How means all inventions, ideas, manufacturing methods,
  processes, technical data, documentation, technology and other know how now
  or hereafter owned by or licensed to PONIARD, in, to or covering
  (i) Picoplatin API, (ii) Picoplatin Drug Product, or (iii) the
  manufacture, use or sale of Picoplatin API or Picoplatin Drug Product, including,
  without limitation, Improvements to any of the foregoing;(dd)
  
  PONIARD
  Patent Rights means United States and foreign patents and patent
  applications now or hereafter owned or controlled by PONIARD and under which
  Heraeus would need a license or sublicense to lawfully produce Picoplatin API
  for PONIARD under this Agreement;(ee)
  
  Process
  Improvements means any Improvements to the Manufacturing Process
  of Picoplatin API developed by Heraeus or PONIARD in connection with this
  Agreement that relate to or are useful or necessary for the Processing of
  Picoplatin API;(ff)
  
  Processing
  means the performance of the Manufacturing Process or a portion thereof and
  Process, Processing and Processed shall have comparable meanings;(gg)
  
  Purchase
  Order means written orders from PONIARD to Heraeus which shall
  specify (a) the quantity of Picoplatin API ordered, (b) shipping
  instructions (e.g. choice of container, temperature requirements),
  (c) delivery dates, and (d) delivery destinations;(hh)
  
  Quality
  Agreement means the addendum to this Agreement under which the
  parties allocate pharmaceutical quality responsibilities as set forth in
  Section 2.3;  4


(ii)
  
  Recall
  means:(i)
  any action by PONIARD,
  Heraeus or any of their respective Affiliates, to recover possession of
  Picoplatin API shipped to Third Parties; or(ii)
  any action by the FDA
  or any other applicable Regulatory Authority in any jurisdiction, to detain
  or destroy the Picoplatin API or prevent release of the Picoplatin API;(jj)
  
  Regulatory
  Authority means any federal, state, local or international
  regulatory agency, department, bureau, or other governmental agency having
  jurisdiction over the manufacture, use, sale, or distribution of the
  Picoplatin API, including, but not limited to, the FDA, TPD, and EMEA;(kk)
  
  Released
  Batch Records means the completed Batch Record and associated
  deviation reports, investigation reports and Certificates of Analysis created
  for each Batch or Lot of Picoplatin API as described in Section 4.2;(ll)
  
  Specifications
  means the specifications attached hereto in Exhibit A
  for which the Picoplatin API and packaging must comply to be considered
  acceptable, as may be revised from time to time by both parties as part of
  the regulatory process with the approval of applicable Regulatory
  Authorities;(mm)
  
  Testing
  Documentation means the documentation describing the results from
  testing to determine whether a Batch or Lot of Picoplatin API meets the
  requirements set out in the Specification as described in Section 4.3;(nn)
  
  Third
  Party shall mean any person or entity other than PONIARD or
  Heraeus and their respective Affiliates;(oo)
  
  TPD
  means the Health Canada Therapeutic Products Directorate and any successor
  thereto;(pp)
  
  Validation
  Protocol means the protocols developed by PONIARD and Heraeus
  setting out predetermined specifications and quality attributes to be met and
  the procedures to be adopted for any validation activities hereunder;(qq)
  
  Validation
  Report means the reports prepared by PONIARD and/or Heraeus
  describing the findings of any validation activities and comparing them
  against the applicable Validation Protocol; and(rr)
  
  Waste
  shall mean all rejects or waste relating to the manufacture or packaging of
  the Picoplatin API, including but not limited to rejected, or unusable
  Picoplatin API or Materials.  1.2
  
  Currency  In this Agreement, all references to money or payments shall mean the
lawful currency of the European Union and all payments made hereunder shall be
made in that currency (Euro).  1.3
  
  Headings  The headings in this Agreement are solely for convenience of reference
and shall not be used for purposes of interpreting or construing the provisions
hereof.  1.4
  
  Entire Agreement  This Agreement constitutes the entire agreement between the parties
concerning the subject matter hereof, and supersedes all prior written or oral
agreements or understandings with respect thereto.  No party shall claim any amendment,
modification, or release from any provision hereof by acknowledgement or  5


acceptance or purchase order forms or otherwise, unless in writing
signed by an authorized representative of each party.  1.5Exhibits  The Exhibits listed below and attached hereto shall be deemed to form
an integral part of this Agreement:  Exhibit A
  Picoplatin Specifications and PackagingExhibit B
  Outline of Picoplatin Manufacturing ProcessExhibit C
  Heraeus Investment and Dedicated Equipment
  for Picoplatin ManufactureExhibit D
  Forecasting System for PicoplatinExhibit E
  Commercial Pricing PicoplatinCalculation of Payback for Dedicated
  Equipment CostsPayback for Dedicated Equipment Costs  In the event of a conflict between the terms and conditions set out in
this Agreement and the terms and conditions set out in any Exhibit hereto,
the terms and conditions set out in this Agreement shall govern.  1.6Applicable Law and Venue  This Agreement shall be construed, interpreted and governed by the
substantive laws of Switzerland, without regard to conflict of law principles
to the contrary.  All disputes arising
out of or in connection with the present Agreement shall be finally settled
under the Rules of Arbitration of the International Chamber of Commerce in
Paris, France, by one or more arbitrators appointed in accordance with the said
Rules. The place of arbitration shall be Paris, France. The language of
arbitration shall be English.  Article 2
Scope of Performance  2.1Heraeus Services  Heraeus shall manufacture Picoplatin API according to cGMP
Requirements, the Specifications and the Manufacturing Process and shall
deliver Picoplatin API to PONIARD according to the form and package as
described in Exhibit A.  Heraeus shall furnish all Materials, labor,
equipment and facilities necessary for the manufacturing of the Picoplatin API
and all other activities set out in this Agreement, including, without limitation,
in-process and finished product quality control analyses, storage and packaging
of the Picoplatin API, and shipping of the Picoplatin API in accordance with
PONIARDs instructions.  2.2Heraeus Investment and Equipment
Installation  Heraeus shall undertake to finance and install the equipment listed in Exhibit C  hereinafter referred to as Investment - within the time frame defined in Exhibit C. 
PONIARD shall undertake to repay Heraeus for the Investment in the
amount mentioned in Exhibit C
based on manufacture and delivery of Picoplatin API by Heraeus as defined in Section 5.3,
Purchase Obligation.  Heraeus will own
the equipment and will undertake any necessary on-going maintenance and
qualification of the equipment to ensure it continues to meet cGMP Requirements
during its use for the manufacture of Picoplatin API.  2.3Quality Agreement  For the manufacturing of Picoplatin API by Heraeus, the parties shall
conclude a Quality Agreement to allocate and coordinate the pharmaceutical
quality responsibilities.  In case of any
inconsistencies between this Agreement and the Quality Agreement, the Quality
Agreement will prevail for matters of  6


quality and regulatory compliance and this Agreement shall prevail for
all business, legal, or financial issues, unless otherwise explicitly agreed to
in writing by the parties.  2.4Manufacturing Report  Within 30 days following the annual anniversary of the first Picoplatin
NDA Approval, Heraeus shall provide to PONIARD a Manufacturing Report
concerning the Picoplatin API data from the 12 months preceding the NDA
approval anniversary.  2.5CMC Documentation  Heraeus shall supply all information required by PONIARD in support of
the Chemistry, Manufacturing & Control (CMC)
section of PONIARDs regulatory filings for Picoplatin API.  Heraeus shall cooperate with, and provide
timely support and assistance to, any consultant that PONIARD selects to write
the documentation described in this Section 2.5.  2.6Processing Changes by PONIARD  PONIARD and Heraeus shall agree in writing to any changes to the
Specifications, any applicable Validation Protocols, any other specified
analytical procedure or process specified by PONIARD or any starting materials
used in the Processing of Picoplatin API, and the relevant documents and
related exhibits to this Agreement shall be revised accordingly.  Any such changes made by PONIARD that
significantly impact the cost of Processing, including any such changes to
accommodate the cGMP Requirements of countries other than the United States,
Canada or members of the European Union, and which Heraeus is capable of
implementing, shall be reflected in a corresponding equitable increase or
decrease in the fees paid by PONIARD under this Agreement, which increase or
decrease shall be set forth in an amendment to this Agreement signed by both
parties.  2.7Processing Changes by Heraeus  Heraeus shall make no changes to:  (a)The
Manufacturing Process, Specifications, development protocols, any applicable
Validation Protocols or any other specified analytical procedure or process
specified by both parties; or  (b)any
starting materials used in the Processing to produce the Picoplatin API;  without the prior written consent of PONIARD.  2.8Notification of Deviations  During the Processing to produce each Batch, Heraeus shall provide
notice to PONIARD of any deviations and nonconformities from the approved
Manufacturing Process. The promptness of notification shall be commensurate
with the potential impact of the deviation or nonconformance.  2.9Monitoring of Facilities  PONIARD shall have the right to have representatives of its (or its
designees) quality assurance or manufacturing personnel present in Heraeuss
facilities to observe the manufacturing activities.  Heraeus shall use its best efforts to prevent
Third Parties from observing Picoplatin API Batch Processing at the Facility.  2.10No Subcontracting  Heraeus shall not subcontract to any Third Party any of the development
or Processing activities to be performed by Heraeus under this Article 2
without the prior written consent of PONIARD.  7


Article 3
Supply of Starting Materials  3.1Supply of Materials  Heraeus shall be responsible for the planning and supply of all
Materials required for the Processing to produce each Batch of Picoplatin API
purchased by PONIARD in accordance with Section 5.2 and shall order all
Materials from vendors mutually agreed to by the parties.  Heraeus shall not change the vendor of any
Materials without the prior written consent of PONIARD.  Before release for use, Heraeus shall conduct
testing of all such Materials following Heraeuss standard operating
procedures, or as otherwise approved by PONIARD.  3.2Waste Disposal  Heraeus shall hire, direct, and pay for waste contractors to remove all
Waste from the Facility in accordance with all applicable material safety data
sheets.  Heraeus shall ensure that all
Waste disposal at the Facility shall be performed by or for Heraeus in
accordance with all applicable Environmental Laws of Germany.  Article 4
Testing and Samples  4.1Retention Samples  For each Lot, Heraeus shall maintain retention samples and store such
samples in accordance with cGMP Requirements and Heraeuss internal quality
assurance standard operating procedures, and shall notify PONIARD in writing
before disposing of any such samples. 
Upon written request from PONIARD and at PONIARDs expense, Heraeus
shall grant to PONIARD the right to examine any such retention samples.  4.2Batch Documentation  For each Batch Processed under this Agreement, Heraeus shall deliver
the following to PONIARD no later than *** (***) Business Days following the
completion of product packaging for each Batch:  (a)a
copy of Heraeuss quality assurance reviewed Released Batch Record for the
Batch;  (b)a
copy of Heraeuss quality assurance reviewed analytical testing data for the
Batch;  (c)a
copy of all deviation and investigation reports concerning the Batch;  (d)a
Certificate of Compliance; and  (e)a
Certificate of Analysis for the Batch.  4.3Release Testing  (a)Heraeus
shall perform testing, in accordance with the specifications set out the Exhibits,of each Batch Processed to determine whether such
Batch meets the requirements set out in the Specifications.  4.4Release of Picoplatin API  (a)PONIARD
shall release each Batch of Picoplatin API manufactured by Heraeus under this
Agreement after receipt and approval by PONIARD of the documentation described
in Section 4.2.  (b)PONIARD
may reject, by written notice to Heraeus, any Batch of Picoplatin API on the
grounds that:  8


(i)the
Picoplatin API does not comply with the Specifications; or  (ii)the
Picoplatin API or its Processing does not comply with cGMP Requirements.  PONIARD shall include in each notice of rejection hereunder, a
description of the deficiency and copies of any test reports and testing
methodology conducted on any samples tested.  (c)Heraeus
shall not ship or transfer any rejected Batch without the prior written consent
of PONIARD, and PONIARD and Heraeus shall comply with the requirements set out
in Article 6.  4.5Shipment and Release of Picoplatin API  Except as otherwise agreed on by PONIARD and Heraeus, Heraeus shall
ship each Batch in accordance with Section 5.6 as soon as reasonably
possible after release of the Batch by PONIARD. 
Heraeus shall store the Picoplatin API *** prior to shipment.  Article 5 Forecast, Purchase Order,
Price, Delivery and Payment  5.1Forecasts  Commencing on the Effective Date and prior to *** of each ***
thereafter, PONIARD shall provide Heraeus in writing *** forecast, for each ***
during the remainder of the Term, of PONIARDs estimated contract requirements
for Picoplatin API (the Long Range Forecast).
Commencing on the Effective Date and prior to the *** (***) *** of ***
thereafter, PONIARD shall provide Heraeus in writing a *** (***) *** rolling
forecast of PONIARDs estimated requirements for the Picoplatin API (the Rolling Forecast). Heraeus and PONIARD specifically agree
that ***.  5.2Product Orders.  During ***, Heraeus shall supply PONIARD with the quantity of
Picoplatin API ordered by PONIARD, unless the quantity for *** exceeds ***
(***%) of the Rolling Forecast for ***, in which event Heraeus shall use good
faith efforts to supply quantities in excess of *** percent (***%) of the
Rolling Forecast for ***.  In no event
shall Heraeus be required to supply quantities in excess of its manufacturing
capacity of *** kg per ***.  PONIARD
shall order from Heraeus not less than ***% of PONIARDs *** commercial
requirements of Picoplatin API, subject to market demands and Heraeuss
capacity to manufacture product.  5.3Purchase Obligation.  In the event
PONIARD does not purchase from Heraeus a minimum of *** kg during the period
from the Effective Date until Dec 31, 2013, PONIARD shall pay the residual
amortization of the Dedicated Equipment Cost based on the formula in Exhibit E.In
the eventPONIARD decides not to pursue the
development of Picoplatin prior to purchasing such *** kg, PONIARD shall pay
the residual amortization of the Dedicated Equipment Cost based on the formula
in Exhibit E.  In the event this Agreement is terminated by
Poniard pursuant to Section 13.2 or 14.2, Poniard shall not be responsible
for paying the residual amortization of Dedicated Equipment Cost based on the
formula in Exhibit E.  9


5.4Purchase Orders.  PONIARD shall submit Purchase Orders to Heraeus covering PONIARDs
purchases of Picoplatin API pursuant to this Agreement.  PONIARD shall not, without the written
consent of Heraeus, designate a Delivery Date in a Purchase Order earlier than
*** (***) months from the date PONIARD submits the Purchase Order.  Heraeus shall provide a confirmation of receipt of each Purchase Order
confirming the Delivery Date that Heraeus will meet and setting forth Heraeuss
filling date for such order.  Upon
sending of the confirmation, such Purchase Order shall become a Firm Purchase Order.  If Heraeus is unable to meet the Delivery Date specified by PONIARD,
Heraeus shall so notify PONIARD within *** business days of receiving PONIARDs
Purchase Order and provide to PONIARD an alternative Delivery Date, which shall
not be more than *** (***) calendar days later than the initial Delivery Date
designated by PONIARD in its Purchase Order.  To the extent of any conflict between Purchase Orders submitted by
PONIARD, Heraeuss confirmation and this Agreement, this Agreement shall
control.  5.5Picoplatin API Pricing  PONIARD shall pay Heraeus the fees specified in Exhibit E
and in accordance with the terms of this Agreement.  Except as otherwise provided in this
Agreement, PONIARD shall not be responsible for any changes in the fees unless
expressly agreed by PONIARD in writing. 
PONIARD shall make all requests for additional work to be performed
under this Agreement in writing under Section 2.6, and Heraeus shall
provide PONIARD a cost estimate for such work.  5.6Shipping  All Batches ordered by PONIARD under Section 5.4 and documentation
therefor shall be properly packed, marked and shipped to the PONIARD-designated
facilities in accordance with the Specifications, the terms of this Agreement,
and PONIARDs reasonable written instructions for shipping and packaging.  For purposes of this Agreement, delivery of
the Picoplatin API by Heraeus to PONIARD shall be deemed to have taken place
upon delivery of the shipment to a PONIARD-designated carrier at Heraeuss
facilities.  PONIARD shall pay all
shipping charges (including freight insurance) actually incurred by Heraeus to
ship the Picoplatin API to PONIARD in accordance with PONIARDs shipping
instructions.  If Heraeus pays on behalf
of PONIARD any shipping or other charges required to be paid by PONIARD under
this Section, Heraeus shall include such charges on its invoice to PONIARD
under Section 5.7.  5.7Invoices  Heraeus shall issue invoices to PONIARD for each purchase order placed
under Section 5.4 per the payment terms stated on the purchase order or
after the release under Section 4.4 of the Batch corresponding to the
purchase order.  All such invoices shall
include any applicable sales tax and shipping costs as separate line items and
shall not be issued prior to acceptance of the Picoplatin API by PONIARD (Section 5.9).  5.8Payment of Invoices  Each invoice provided by Heraeus to PONIARD hereunder shall be paid by
PONIARD to Heraeus by check or wire transfer of funds within thirty (30)
calendar days after the receipt of the invoice. 
The payment of any invoice hereunder shall not in any way be deemed to
be an acceptance of any Batch, or a waiver of the requirements for release
thereof.  10


5.9Inspection of Picoplatin API  Within *** (***) working days after receipt of the Released Batch
Record, the Testing Documentation Certificate of Analysis and Certificate of
Compliance at Poniard, Poniard shall determine whether material conforms to the
Product Specifications and was manufactured according to cGMP Requirements and
is therefore deemed accepted.  Poniard is obligated to inspect each batch of Picoplatin API manufactured
and delivered by Heraeus for conformance with the Specifications within ***
(***) working days of receipt of the Picoplatin API and if the product meets
the Specifications, is therefore deemed accepted.  However, PONIARD shall have the right to revoke
acceptance if, within *** (***) months of receipt of the Batch, PONIARD
discovers latent defects not reasonably discoverable during a proper chemical
incoming goods inspection at time of acceptance.  If nonconformance with the Specifications of
the delivered Picoplatin API is of such kind that it could not be detected
during a proper chemical incoming goods inspection, PONIARD shall be obligated
to send a written notice of defects to Heraeus regarding any nonconformance
with the Specifications within *** (***) working days as of the date of getting
knowledge of such nonconformance with the Specifications.  If PONIARD fails to notify Heraeus in writing
within the applicable time periods set forth in this Section 5.9 that any
shipment of Picoplatin API does not conform to the Specifications, then PONIARD
shall be deemed to have accepted the Product and waived its right to revoke
acceptance.  PONIARD may reject the shipment of Picoplatin API following release of
the Batch pursuant to this Section 5.9 if Heraeus shipped the Picoplatin
API in a manner that does not comply with PONIARDs transportation and storage
requirements or if PONIARD has grounds for rejection under Section 4.4(b).  All notices rejecting a shipment hereunder
shall include a description of the grounds for rejection.  Heraeus shall not be liable for damage or
loss to the Picoplatin API occurring following delivery of the Picoplatin API
to PONIARDs designated carrier, except where caused by Heraeus failing to
provide proper instructions to PONIARDs designated carrier or failure of
Heraeus to properly package the Picoplatin API.  Article 6 Rejected Picoplatin API  6.1Rejection of Nonconforming Picoplatin API  If PONIARD detects nonconformance with the Specifications of Picoplatin
API or cGMP Requirements, PONIARD shall notify Heraeus of the rejection
including a detailed explanation of the nonconformance according to Section 4.4
or 5.9.  Upon receipt of such notice,
Heraeus shall investigate such alleged nonconformance, and (a) if Heraeus
agrees that such Picoplatin API was nonconforming at the time of delivery,
Heraeus shall replace the Picoplatin API pursuant to Section 6.3 or (b) if
Heraeus disagrees with PONIARDs determination that such Picoplatin API was
nonconforming at the time of delivery, Heraeus shall dispute the rejection
pursuant to Section 6.2.  6.2Dispute of Rejected Products  Heraeus may, at its option, within *** (***) Business Days of receipt
of any notice rejecting any Batch pursuant to Section 4.4 or 6.1 challenge
such rejection by notifying PONIARD of such challenge in writing.  (a)In
the event that Heraeus challenges a rejection caused by nonconformance of the
Picoplatin API to the Specifications, PONIARD and Heraeus shall conduct a joint
investigation to determine the cause of the failure.  If the parties cannot resolve this challenge
within *** (***) Business Days after PONIARDs receipt of Heraeuss challenge,
then the parties shall submit a sample of the Picoplatin API to an independent
testing laboratory acceptable to both parties for testing against the
Specifications.  The test results of the
independent laboratory testing shall be final and  11


binding upon PONIARD and
Heraeus, and the fees and expense of such testing shall be borne by the party
against which the independent laboratory makes its findings.  (b)In
the event that Heraeus challenges a rejection caused by nonconformance to the
cGMP Requirements, PONIARD and Heraeus shall conduct a joint investigation to determine
the cause of the failure. If the parties cannot resolve this challenge within
*** (***) Business Days after PONIARDs receipt of Heraeuss challenge, then
the parties shall mutually agree to appoint an independent consultant with
specific expertise in the cGMP area of dispute whose judgement will be final
and binding upon PONIARD and Heraeus, and the fees and expense of such
consultation shall be borne by the party against which the consultant makes
their findings.  6.3Replacement of Nonconforming Picoplatin API  In the event that a shipment of Picoplatin API is nonconforming,
Heraeus shall be obligated to deliver to PONIARD, within *** (***) working days
from the date either of agreement by Heraeus of nonconformance or of
determination of nonconformance pursuant to Section 6.2, conforming
Picoplatin API as substitute.  If during
the above mentioned grace period Heraeus should not deliver any Picoplatin API
as substitute free of charge or if the Picoplatin API delivered subsequently
should not be in conformance with the Specifications, PONIARD may withdraw from
the respective Firm Purchase Order and claim damages from Heraeus instead of
performance.  Such damages, in terms of
amount, shall be limited to *** of the nonconforming quantity of Picoplatin API
delivered.  Any claim for any loss of
profit or loss of sales or any other economic loss shall be excluded unless
Heraeus has caused such nonconformance of Picoplatin API intentionally.  PONIARD shall pay for the replacement
Picoplatin API unless it has previously paid for the nonconforming Picoplatin
API.  6.4Destruction of Rejected Products  PONIARD shall be obligated to return any rejected Picoplatin API to
Heraeus, but only after the parties have followed the procedures specified
under Section 6.3.  If the
nonconformance was due to Heraeuss negligence or misconduct or to Heraeuss
breach of its obligations under this Agreement, as may be agreed by Heraeus or
determined by the independent testing laboratory or consultant named in Section 6.2,
Heraeus shall receive the net platinum value of the rejected Picoplatin API and
shall bear the costs associated with Picoplatin API replacement.  In the event that PONIARD chooses to return
Picoplatin API conforming to the Specification at the time of delivery and
which is fully paid by PONIARD for destruction, PONIARD shall receive the net
platinum value of the rejected Picoplatin API.  Article 7 Intellectual Property
Rights  7.1Title  Title to all work in process, including documentation, to manufacture
the Picoplatin API, and all completed Picoplatin API, shall at all times remain
in PONIARD.  The parties agree that, as
between the parties, each party owns its respective Confidential Information
and that PONIARD owns all PONIARD Patent Rights and PONIARD Know How.  Heraeus shall not intentionally use in the
Manufacturing Process any Intellectual Property owned by any Third Party,
except with the prior written consent of PONIARD.  7.2No Grant of Rights  Except as otherwise provided herein, neither party hereto shall be
deemed by this Agreement to have been granted any right, title or interest in
the Intellectual Property of the other party, expressly or by implication.  12


7.3Grant of License  During the term of this Agreement, PONIARD hereby grants to Heraeus a
paid up, royalty-free, non-exclusive license, without the right to sublicense,
to PONIARDs Know How and PONIARD Patent Rights reasonably necessary to conduct
the manufacturing activities described in Article 2 to supply to PONIARD
Picoplatin API hereunder, but only for such purposes.  The parties agree that the grant contained in
this Section 7.3 is personal to Heraeus only, and Heraeus agrees to make
use of PONIARD Patent Rights or PONIARD Know How only in accordance with this
license and only by Heraeus.  7.4Ownership of Process Improvements  Any Process Improvements (whether or not patentable) developed by
Heraeus shall be solely owned by PONIARD and shall be deemed to be PONIARDs
Confidential Information, and PONIARD may obtain patent, copyright and other
Intellectual Property protection therein worldwide. Heraeus agrees to promptly
disclose and hereby assigns to PONIARD as they occur any such Process
Improvements developed by Heraeus during the course of fulfilling its
obligations under this Agreement. 
PONIARD shall grant a fully paid, royalty free, worldwide nonexclusive
license without the right to sublicense, to Heraeus to use the Process
Improvements without restriction except for the manufacture of Picoplatin API
for a party other than PONIARD.  7.5Patents  With respect to any Process Improvements as defined in Article 1
(ee), PONIARD shall decide, at its sole discretion, whether, when and where to
file any patent applications and whether to abandon any patents or patent
applications.  Upon request by PONIARD,
and at PONIARDs cost, Heraeus shall provide PONIARD with reasonable assistance
in obtaining or enforcing any Intellectual Property protection in PONIARDs
name covering any Process Improvements.  7.6Use of Trademarks  Nothing contained herein shall give either party any right to use any
trademark of the other party except for labeling the Picoplatin API for
PONIARD.  All trademarks and service
marks adopted by PONIARD to identify the Picoplatin API are and shall remain
the property of PONIARD.  Article 8 Confidential Information  8.1Obligation of Confidentiality  It is contemplated that in the course of the performance of this
Agreement each party may, from time to time, disclose Confidential Information
to the other.  Each party agrees:  (a)not,
without the prior written consent of the other party, to disclose, publish or
distribute any Confidential Information of the other party to any Third Party
other than its attorneys, accountants, employees and agents who are under an
obligation of confidentiality on terms substantially similar to those set out
in this Agreement, who have been informed of the confidential nature of the
Confidential Information and who require such information in the performance of
their duties;  (b)not
to use, copy, duplicate, reproduce, translate or adapt, either directly or
indirectly, any of the Confidential Information of the other party for any
purpose other than the performance of this Agreement, without the other partys
prior written approval; and  (c)to
take all reasonable steps to prevent material in its possession that contains
or refers to Confidential Information of the other party from being discovered,
used or copied by Third  13


Parties and that it shall
use reasonable steps to protect and safeguard all Confidential Information of
the other party in its possession from all unauthorized use or disclosure.  8.2Disclosure with Consent  A party receiving Confidential Information may, with the written
consent of the disclosing party, disclose such Confidential Information to
entities or persons other than its attorneys, accountants, employees and agents
on such terms and conditions as the disclosing party may specify.  8.3Publicity  During the term of this Agreement, the parties agree that no press
release or public announcement regarding this Agreement or the relationship of
the parties (except to the extent that it may be legally required) shall be
made unless mutually agreed to prior to the release or dissemination of any
such press release or public announcement.  8.4Disclosure Required by Law  No provision of this Agreement shall be construed so as to preclude any
disclosure of Confidential Information of Heraeus by PONIARD as may be inherent
in or reasonably necessary to the securing from any Regulatory Authority of any
necessary approval or license, including, without limitation, the filing of a
NDA or a Validation Report with the FDA or its foreign equivalents.  8.5Duration of Obligation  Unless otherwise agreed between the parties, the obligations of the
parties relating to Confidential Information set out in this Article 8
shall expire *** (***) years after expiration or earlier termination of this
Agreement.  8.6Terms of the Agreement  The terms and existence of this Agreement shall be deemed the
Confidential Information of PONIARD.  Article 9 Representations and
Warranties  9.1Heraeuss Representations and Warranties  Heraeus hereby represents and warrants to PONIARD as follows:  (a)Heraeus
has been duly organized and is validly subsisting and in good standing in its
jurisdiction of organization, has the power to enter this Agreement and to
carry on the business as now being conducted;  (b)the
financial statements of Heraeus furnished to PONIARD have been prepared by
Heraeuss accountants, are true, correct and complete in all material respects
and present fairly the financial condition of Heraeus as of the date thereof,
including Heraeuss assets and liabilities as of such date and the revenues,
expenses and results of Heraeuss operations for the preceding fiscal year;  (c)Heraeus
is up-to-date and not in default in respect of all payments to be made by it
under any loans, agreements or other financing arrangements with any financial
institution or other person;  (d)Heraeus
shall conduct the manufacturing of the Picoplatin API hereunder in a competent,
workmanlike fashion and in accordance with cGMP Requirements, the Master Batch
Record, the Specifications and any applicable Validation Protocols at the
Facility and all related manufacturing facilities and equipment shall satisfy
Installation Qualification and Operational Qualification requirements, taking
into account the requirements of the Project;  14


(e)the
manufacturing of the Picoplatin API shall be performed by Heraeus in accordance
with the schedule set out in the Exhibits A-E, if this is technically feasible;  (f)the
Facility, including equipment and systems, complies with cGMP Requirements;  (g)each
Batch manufactured by Heraeus under this Agreement and designated in advance by
PONIARD as a Batch to be used for final dosage pharmaceutical products which
are intended to be used in humans shall comply with the Specifications and
shall not be adulterated or misbranded within the meaning of the Act;  (h)all
analytical work shall be performed in a manner and in a laboratory which
complies with cGMP Requirements and all related testing procedures as well as
all equipment shall be validated prior to the Processing;  (i)Heraeus
shall not intentionally infringe or misappropriate the intellectual property
rights of any Third Party in the Processing of the Picoplatin API or the
performance of its obligations under this Agreement.  This shall not apply if the infringement or
misappropriation by Heraeus is the result of complying with the instructions of
PONIARD;  (j)all
personnel furnished by Heraeus to perform the Processing shall be qualified to
perform the tasks and functions which they are assigned;  (k)Heraeus
is not debarred and has not and shall not use in any capacity the services of
any person debarred under the provisions of the Generic Drug
Enforcement Act of 1992, as amended from time to time and Heraeus
shall immediately notify PONIARD if it or any of its personnel become subject
of a debarment investigation by the FDA;  (l)the
Processing of the Picoplatin API shall be performed by Heraeus in accordance
with all in Germany applicable national, state and local laws, regulations,
orders and guidelines, including, without limitation, all Environmental Laws of
Germany;  (m)Heraeus
has obtained and shall maintain in full force and effect all applicable
licenses, permits, certificates, authorizations or approvals from governmental
authorities necessary to support the Processing of the Picoplatin API under
this Agreement;  (n)Heraeus
has not made and shall not make any commitments to Third Parties inconsistent
with or in derogation of Heraeuss obligations under this Agreement, and
Heraeus is free of any obligations that would prevent it from entering into
this Agreement; and  (o)Heraeus
has not made and shall not make, in the performance of the Processing of the
Picoplatin API hereunder, any use of the Intellectual Property of any Third
Party except as approved in writing by PONIARD.  9.2PONIARDs Representations and Warranties  PONIARD hereby represents and warrants to Heraeus as follows:  (a)PONIARD
has been duly incorporated and organized and is validly subsisting and in good
standing in its jurisdiction of incorporation, has the corporate power to enter
this Agreement and to carry on the business as now being conducted by it;  (b)PONIARD
has obtained and shall maintain in full force and effect all applicable
licenses, permits, certificates, authorizations or approvals required to be
maintained by PONIARD in order for PONIARD to conduct its business;  (c)PONIARD
shall be solely responsible that the Picoplatin API is fit for use as an active
pharmaceutical ingredient and that Picoplatin API which has been manufactured
by Heraeus in accordance with the Master Batch Record and conforming to the
Specifications and delivered to  15


PONIARD will be used for
Picoplatin program development activities and clinical studies and commercial
sale of Picoplatin Drug Product;  (d)PONIARD
shall be responsible that only such Picoplatin API that is in conformance with
the Specifications will be used for the manufacture of final dosage
pharmaceutical products;  (e)to
the best of PONIARDs knowledge, the PONIARD Know How and/or PONIARD Patent
Rights as well as any and all instructions of PONIARD relating to the
development, manufacture and delivery of Picoplatin API do not infringe any
Third Party property rights. Should further instructions of PONIARD cause
Heraeus to infringe any Third Party property rights, PONIARD shall indemnify
Heraeus as set forth in 10.1 (a) (vi).  9.3NO OTHER WARRANTIES  THE WARRANTIES SET OUT IN SECTIONS 6.1, 9.1 AND 9.2 ARE THE SOLE
WARRANTIES MADE BY EITHER PARTY TO THE OTHER, AND THERE ARE NO OTHER
WARRANTIES, REPRESENTATIONS OR GUARANTEES OF ANY KIND WHATSOEVER, EITHER
EXPRESS OR IMPLIED, REGARDING THE LABELED PRODUCT OR ANY OTHER MATERIALS OR
SERVICES TO BE SUPPLIED HEREUNDER, INCLUDING, BUT NOT LIMITED TO ANY EXPRESS OR
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  Heraeus makes no representation, warranty or guarantee
of any kind, express or implied, with respect to the Specifications, any
Validation Protocol or any other analytical procedures or processes, and in
particular, Heraeus makes no representation, warranty or guarantee that such
Specifications, protocols, procedures or processes shall be fit for any
particular purpose, and PONIARD shall be obligated to satisfy itself that such
Specifications, protocols, procedures and processes are suitable for and
compatible with PONIARDs intended purpose of use.  PONIARD hereby acknowledges that it has been
advised by Heraeus to undertake its own due diligence with respect to the
Specifications, protocols, procedures and processes provided, specified or
agreed to by Heraeus under this Agreement.  Article 10 Indemnification  10.1Scope of Indemnification  (a)PONIARD
shall defend, hold harmless and indemnify Heraeus and its Affiliates and their
respective directors, officers, employees and agents (Heraeus
Indemnified Parties), from and against all actions, claims,
demands, proceedings, suits, losses, damages, costs and expenses (including,
without limitation, reasonable attorneys fees) (in this Article, Claims) of whatsoever kind or nature (including, without
limitation, in respect of death, injury, loss or damage to any person or
property) arising out of or resulting from any Third Party claim arising out or
of resulting from:  (i)the
use of the Picoplatin API by PONIARD;  (ii)the
conduct of any clinical trials in which the Picoplatin API is used;  (iii)the
promotion, marketing, distribution or sale by PONIARD, whether directly or
through distributors, of the Picoplatin API; or  (iv)the
use of the PONIARD Know How and/or PONIARD Patent Rights or any other
instructions of PONIARD relating to the development or manufacture of
Picoplatin API;  except to the proportionate extent that any such Claims were caused by
the negligence or wrongful conduct of any Heraeus Indemnified Party, the
failure of the Picoplatin API to conform to the Specifications or the breach of
this Agreement by Heraeus.  16


(b)Heraeus
shall defend, hold harmless and indemnify PONIARD and its Affiliates and their
directors, officers, employees and agents (PONIARD
Indemnified Parties), from and against all Claims of whatsoever
kind or nature including reasonable attorneys fees (including, without
limitation, in respect of death, injury, loss or damage to any person or
property) arising out of or resulting from any Third Party claim arising from
or resulting from:  (i)any
breach of any representation or warranty of Heraeus contained in this
Agreement;  (ii)any
failure by Heraeus to comply with the cGMP Requirements;  (iii)any
personal injury or product liability relating to or arising from the Picoplatin
API supplied by Heraeus under this Agreement, but only to the extent such
personal injury or product liability arises from Heraeuss negligence or
wrongful conduct or breach of this Agreement or failure of the Picoplatin API
to conform to the Specifications ;  except to the proportionate extent that any such Claim was caused by
the negligence or wrongful conduct of any PONIARD Indemnified Party.  10.2Indemnification Procedure  The indemnities contained in this Article 10 shall be conditional
on compliance with the terms and conditions set out in this Section 10.2.  The indemnifying party shall defend, contest,
or otherwise protect against any such Claims at its own cost and expense
provided that within one (1) month after having obtained knowledge of the
assertion of such Claims written notice is given, of any Claims for which
indemnification might be claimed.  The
indemnified party may, but shall not be obligated to, participate at its own
expense in a defense thereof by counsel of its own choosing, but the
indemnifying party shall be entitled to control the defense unless the
indemnified party has relieved the indemnifying party from liability with
respect to the particular matter.  If the
indemnifying party fails to timely and diligently defend, contest, or otherwise
protect against any such Claims, the indemnified party may, but shall not be
obligated to, defend, contest, or otherwise protect against the same, and make
any compromise or settlement thereof and recover the costs thereof from the
indemnifying party, including reasonable legal fees and costs and
disbursements, and all amounts paid as a result of such Claims or the
compromise or settlement thereof, provided, however, that if the indemnifying
party undertakes the timely and diligent defense of such matter, the
indemnified party shall not be entitled to recover from the indemnifying party
for its costs incurred in the defense thereof. 
The indemnified party shall cooperate and provide such assistance as the
indemnifying party may reasonably request in connection with the defense of the
matter subject to indemnification.  The
indemnifying party shall not settle or compromise any Claim without the prior
written consent of the indemnified party, which consent shall not be
unreasonably withheld.  Article 11 Insurance  Heraeus shall provide to PONIARD evidence that Heraeus has obtained
insurance coverage reasonably satisfactory to PONIARD in relation to its
manufacturing facilities and the performance of its obligations under this
Agreement, including, without limitation, comprehensive general liability
insurance, product liability insurance and any additional insurance required by
any applicable laws.  Article 12 Recalls  12.1Implementation of Recalls  If either party has grounds to implement a Recall, the party
recommending such Recall shall immediately notify the other party in writing of
such grounds.  PONIARD shall have the
sole responsibility to implement any Recall of the Picoplatin API.  Heraeus shall reasonably cooperate with
PONIARD in implementing any Recall of the Picoplatin API.  17


Nothing in Article 12.2 or 12.3 is intended to limit the
indemnification provisions in Article 10.1.  12.2Heraeuss Liability for Recall  In the event of a Recall arising from Heraeuss breach of this
Agreement or negligence or willful misconduct, Heraeus shall reimburse or
credit PONIARD for any of Heraeuss manufacturing fees, shipping fees, taxes,
platinum cost and other charges, paid by PONIARD to Heraeus in respect of the
Recalled Picoplatin API, including any Picoplatin API that cannot be shipped
due to the Recall.  12.3PONIARDs Liability for Recall  In the event of a Recall arising from PONIARDs breach of this
Agreement, PONIARD shall reimburse Heraeus for any costs reasonably expended by
Heraeus to effect the Recall.  Article 13 Term and Termination  13.1Term  This Agreement shall be effective on the Effective Date and shall
continue until December 31, 2013 thereafter (the Initial Term). This
Agreement will be renewed automatically for *** commencing at the expiration of
the Initial Term and *** commencing at the end of the first renewal term unless
either PONIARD terminates the Agreement by giving Heraeus written notice of
intent to terminate at least *** (***) months prior to the expiration of the
Initial Term or the first renewal term or Heraeus terminates the Agreement by
giving PONIARD written notice of intent to terminate at least *** (***) months
prior to the expiration of the first renewal term. The Initial Term as may be
extended is referred to herein as the Term.  13.2Termination  Upon the occurrence of the following events, this Agreement may be
terminated on thirty (30) calendar days prior written notice:  (a)upon
mutual agreement of the parties;  (b)by
PONIARD upon any change of control of Heraeus;  (c)by
PONIARD if Heraeus or any of its personnel performing services related to this
Agreement becomes debarred;  (d)by
either party if the other party makes a general assignment for the benefit of
creditors, or if a petition in bankruptcy or under any insolvency law is filed
by or against the other party and such petition is not dismissed within sixty
(60) days after it has been filed; or  (e)by
either party upon the breach of any material provision of this Agreement by the
other party if the breach is not cured within thirty (30) calendar days after
written notice thereof to the party in default;  (f)by
Heraeus if PONIARD or any of its personnel dealing with Picoplatin API related
to this Agreement becomes debarred.  13.3Transfer of Technology  On expiration or termination of this Agreement through any means and
for any reason, the license granted to Heraeus shall terminate and Heraeus
shall cooperate with PONIARD by providing to PONIARD, copies or drafts of, to
the extent they exist:  18


(a)Heraeuss
CM&C documentation in support of PONIARDs filing of its NDA for
Picoplatin;  (b)Development,
Manufacturing and Validation Reports relating to the Picoplatin API;  (c)Heraeuss
Master Batch Records for the Picoplatin API;  (d)pertinent
analytical reports and manufacturing instructions relating to the Picoplatin
API; and  (e)all
technology, know how, or other Intellectual Property relating to the Process
Improvements, all in a form and with content reasonably satisfactory to PONIARD
as required to enable PONIARDs reasonably competent staff to transfer the
Process of manufacturing the Picoplatin API (to the extent such Process exists
at the time of termination) to a Third Party or an Affiliate of PONIARD.  Heraeus shall also conduct a technical review
meeting with PONIARD to address issues raised by PONIARD regarding the
information so provided.  PONIARD shall
have a fully-paid, royalty-free, worldwide license, with right to sublicense,
under such technology, know how or other Intellectual Property (to the extent
not assigned to PONIARD pursuant to Article 7) to use, manufacture, have
manufactured, sell and import Picoplatin.  (f)PONIARD
shall reimburse Heraeus at a rate of EU *** per hour for personnel costs to
assist in the transfer of the information provided in sections (a)  (e).  13.4Return of Starting Materials  On expiration or termination of this Agreement, Heraeus shall, within
thirty (30) calendar days, return to PONIARD all supplies of Picoplatin API,
process intermediates, and analytical reference materials in its possession or
control in any form.  The cost of
returning any such supplies shall be at PONIARDs cost and expense.  13.5Return of Confidential Information  On expiration or termination of this Agreement unless otherwise agreed
between the parties, each party shall:  (a)promptly
cease all use of the Confidential Information of the other party and ensure
that its employees cease all use thereof, except to the extent a license
thereto survives expiration or termination of this Agreement; and  (b)upon
written request of the other party,  (i)return
to the other party all copies of the Confidential Information of the other
party in its control or possession, subject to Section 13.3 and the
retention of one (1) complete copy for archival purposes and to satisfy
any applicable legal requirements; and  (ii)destroy
any and all copies or other reproductions or extracts of the Confidential
Information of the other party and all other documents, computer files,
memoranda, notes or other writings prepared based on such Confidential
Information.  13.6Survival of Obligations  Notwithstanding the termination of this Agreement, Articles 1, 8,
9, 10, 11, 12 and 14 and Sections 2.3, 3.2, 4.1, 7.1, 7.2, 7.4, 7.5, 7.6, 13.3,
13.4, 13.5 and 13.6 shall survive the expiration or earlier termination of this
Agreement.  Upon termination of this
Agreement for any reason other than a material breach by PONIARD and upon
PONIARDs request, outstanding Firm Purchase Orders must be completed under the
terms of this Agreement which shall survive until the batch is accepted by
Poniard.  19


Article 14 General Provisions  14.1Assignment  This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their successors and assigns.  This Agreement shall be assignable in whole
or in part by PONIARD without the consent of Heraeus, however, Heraeus shall
not assign this Agreement in whole or in part without the prior written consent
of PONIARD, such consent not to be unreasonably withheld.  Any assignee shall assume all obligations of
its assignor under this Agreement.  No
assignment shall relieve any party of responsibility for the performance of any
accrued obligation that such party then has hereunder.  Any assignment in violation of this Section 14.1
shall be void.  14.2Force Majeure  Any delay in the performance of any of the duties or obligations of any
party (except the payment of money due hereunder) caused by an event outside
the affected partys reasonable control shall not be considered a breach of
this Agreement, and unless provided to the contrary herein, the time required
for performance shall be extended for a period equal to the period of such
delay.  Such events shall include without
limitation, acts of God; insurrections; riots; embargoes; labor disputes,
including strikes, lockouts, job actions, or boycotts; fires; explosions;
floods; shortages of material or energy; delays in the delivery of raw
materials; or other unforeseeable causes beyond the reasonable control and
without the fault or negligence of the party so affected.  In order to take the benefit of this Section,
the party so affected shall give prompt notice to the other party of such cause
and shall take whatever reasonable steps are necessary to relieve the effect of
such cause as rapidly as reasonably possible. 
If performance is affected for a period of more than six (6) months,
the unaffected party may terminate this Agreement by notice in writing to the
affected party.  14.3Injunction  Each party agrees that the other party may be irreparably damaged if
any provision of this Agreement is not performed in accordance with its
terms.  Accordingly, each party shall be
entitled to apply for an injunction or injunctions to prevent breaches of any
of the provisions of this Agreement by the other party, without showing or
proving any actual or threatened damage, notwithstanding any rule of law
or equity to the contrary, and may specifically enforce such provisions by an
action instituted in a court having jurisdiction.  These specific remedies are in addition to
any other remedy to which the parties may be entitled at law or in equity.  14.4Notice  Unless otherwise provided herein, any notice required or permitted to
be given hereunder shall be faxed, mailed by overnight mail, certified mail
postage prepaid, or delivered by hand to the party to whom such correspondence
is required or permitted to be given hereunder at the addresses set out
below.  If mailed, any such
correspondence shall be deemed to have been given five (5) Business Days
after mailing, as evidenced by the postmark at the point of mailing.  If delivered by hand, any such correspondence
shall be deemed to have been given when received by the party to whom such
correspondence is given and if faxed, any such correspondence shall be deemed
to have been given on the first Business Day following facsimile transmission,
as evidenced by written and dated receipt of the receiving party.  20


If to PONIARD:
  
  With a copy to:Poniard
  Pharmaceuticals, Inc.
  
  Poniard
  Pharmaceuticals, Inc.300 Elliott Ave, Ste 500
  
  300 Elliott Ave, Ste 500Seattle, Washington
  
  Seattle, Washington98119
  U.S.A.
  
  98119               U.S.A.Attention:
  VP Legal
  
  Attention:
  Sr Director, Product DevelopmentTelephone:
  (206) 286-2526
  
  Telephone:
  (206) 286-2536Facsimile:
  (206) 286-2537
  
  Facsimile:
  (206) 284-7112If to Heraeus:W.
  C. Heraeus GmbHChemicals
  DivisionBusiness
  Unit PharmaHeraeusstr.
  12 - 1463450
  Hanau, GERMANY.Attention:
  Manager, Business Unit PharmaTelephone:
  +49 (6181) 35-5255Facsimile:
  +49 (6181) 35-4302  Either party may change the address to which any correspondence to it
is to be addressed by notification to the other party as provided herein.  14.5Relationship of Parties  It is not the intent of the parties hereto to form any partnership or
joint venture.  Each party shall, in
relation to its obligations hereunder, act as an independent contractor, and
nothing in this Agreement shall be construed to give such party the power or
authority to act for, bind or commit the other party in any way whatsoever.  14.6Severability  If any term or provision of this Agreement shall for any reason be held
invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other term or provision hereof, and
this Agreement shall be interpreted and construed as if such term or provision,
to the extent the same shall have been held to be invalid, illegal or
unenforceable, had never been contained herein.  14.7Waiver  No waiver or modification of any of the terms of this Agreement shall
be valid unless in writing and signed by an authorized representative of the
parties hereto.  Failure by any party to
enforce any rights under this Agreement shall not be construed as a waiver of
such rights, nor shall a waiver by any party in one or more instances be
construed as constituting a continuing waiver or as a waiver in other
instances.  21


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized representatives on the day and year written below.  PONIARD PHARMACEUTICALS, INC.
  
  W. C. HERAEUS GMBHby its
  authorized signatory:
  
  by its
  authorized signatory:
  March 18, 200824, MAR08By:
  
  By:/s/ Ronald
  Martell
  
  
  /s/ Gerald
  RitterName: Ronald
  Martell
  
  
  Name:Title:
  President and COO
  
  
  Title:  ppa. Gerald Ritter/s/ Michael SchwarzW.C. Heraeus GmbHBusiness Unit PharmaMichael SchwarzManager BU Pharma/s/ Alexander WörnerW.C. Heraeus GmbHBusiness Unit PharmaAlexander WörnerSales Manager  22


EXHIBIT A  PICOPLATIN SPECIFICATIONS AND
PACKAGING  Picoplatin
API shall meet the specifications attached hereto.  23


Heraeus  Specification
  ******Customer:
  Poniard Pharmaceuticals Inc.
  ***  cis-[(ammine)dichloro(2-methylpyridine)platinum(II)]  Picoplatin Drug Substance  Formula:       cis-[PtCI2(NH3)(C6H8N)] ***(1)  
 (1) Remainder
of page redacted.  24


Picoplatin
API shall be delivered in *** according to the description attached hereto.  ***(2)  
 (2) Two
pages redacted.  25


26


EXHIBIT B  OUTLINE OF PICOPLATIN
MANUFACTURING PROCESS  Picoplatin
API shall be produced according to the manufacturing outline attached
hereto.  The exact process will be
described in the Batch Records for this *** process.  ***(3)  
 (3) One
table redacted.  27


EXHIBIT C  HERAEUS INVESTMENT AND DEDICATED
EQUIPMENT FOR PICOPLATIN MANUFACTURE  Heraeus
shall manufacture Picoplatin API in a multi-purpose facility (MAPI) to be
installed at the Heraeus site in Hanau, Germany.  In
order to produce Picoplatin API according to the manufacturing process
summarized in Exhibit B additional equipment dedicated to the manufacture
of Picoplatin API is required.  ***.  Description
of the dedicated equipment  The
dedicated equipment consists of ***. 
***(4)  
 (4) Remainder
of page redacted.  28


***(5)  
 (5) Entire
page redacted.  29


Poniard
shall undertake to repay the investment for dedicated equipment in the amount
of:  Euro  958,000.  ***  30


EXHIBIT D  FORECASTING SYSTEM FOR PICOPLATIN  ***  As
outlined in Article 5 of this Agreement, Poniard will provide to Heraeus
*** forecasts (Long Range Forecasts) in the following format:  ***  Additionally,
Poniard will provide to Heraeus *** rolling forecasts (Rolling Forecasts) of
the estimated Picoplatin API requirements during the respective periods. Format
shall be as follows:  ***  31


EXHIBIT E  COMMERCIAL PRICING PICOPLATIN /
CALCULATION OF PAYBACK FOR DEDICATED EQUIPMENT COSTS / PAYBACK FOR DEDICATED
EQUIPMENT COSTS   COMMERCIAL PRICING PICOPLATIN API   ***(6)  
 (6) Remainder
of page redacted.  32


***(7)  
 (7) Entire page redacted.  33


***   CALCULATION
OF PAYBACK FOR DEDICATED EQUIPMENT COSTS /
PAYBACK FOR DEDICATED EQUIPMENT COSTS  All costs mentioned
hereunder are based on a cost estimate for dedicated equipment of  Euro  958,000 
***  as outlined in Exhibit C.
They will be amended as the planning and construction of the dedicated
equipment progresses.  Investment and financing
costs of Heraeus for the set-up of dedicated equipment shall be covered by
Poniard in form of a surcharge on the first ***kgs of Picoplatin API ordered
and delivered under the terms of this Agreement, however no later than by December 31,
2013.  ***(8)  
 (8) Remainder of page redacted.  34


***  If Poniard has ordered and
received less than ***kgs Picoplatin API by December 31, 2013 Poniard
shall pay the remaining amortization costs by ***. The formula for calculating
the open amortization costs shall be  EUR
958,000  ***  If, during the term of this
Agreement, Picoplatin does not show the anticipated results in the course of
the clinical development and Poniard decides not to pursue the further
development of Picoplatin, Poniard shall inform Heraeus immediately in writing.
In this case, the remaining amortization of dedicated equipment becomes due
according to the above formula within *** days from submission of the written
information.  If this Agreement is
terminated by Poniard pursuant to Section 13.2 or 14.2, Poniard shall not
be responsible for paying the remaining amortization of dedicated equipment.  35