Exhibit 10.19  PONIARD PHARMACEUTICALS,
INC.AMENDED AND RESTATED
KEY EXECUTIVE SEVERANCE AGREEMENT  This Amended and
Restated Key Executive Severance Agreement (this Agreement),
dated as of March 3, 2008, is entered into by and between PONIARD PHARMACEUTICALS,
INC., a Washington corporation (formerly known as NeoRx Corporation and as
supplemented by Section 10, the Company), and GERALD
MCMAHON (the Executive).  The Board of
Directors of the Company (the Board) has
determined that it is in the best interests of the Company and its shareholders
to ensure that the Company will have the continued dedication of the Executive,
notwithstanding the fact that the Executive does not have any form of assurance
of job security in his Offer Letter dated April 26, 2004 for employment
with the Company (the Offer Letter). 
The Board believes it is imperative to diminish any distraction of the
Executive arising from the personal uncertainty and insecurity that arises in
the absence of any assurance of job security by providing the Executive with
reasonable compensation and benefit arrangements in the event of termination of
the Executives employment by the Company under certain defined circumstances.  In order to
accomplish these objectives, the Board has caused the Company to enter into
this Agreement.  1.Term  The initial term of this Agreement (the Initial Term) shall be for a period
of two (2) years from the date of thisAgreement
as first appearing above; provided, however, that this Agreement shall automatically
renew for successive additional two (2) year periods (Renewal Terms), unless notice of
nonrenewal is given by either party to the other party at least ninety (90)
days prior to the end of the Initial Term or any Renewal Term, and provided
further that if a Change of Control
(as defined in the Change of Control Agreement referenced in Section 16
hereof) occurs during the Term, the Term shall automatically extend for the
duration of the Employment Period (as defined in the Change of Control Agreement).  The Term of
this Agreement shall be the Initial Term plus all Renewal Terms and, if
applicable, the duration of the Employment Period.  At the end of the Term, this Agreement shall
terminate without further action by either the Company or the Executive.  2.Employment  The Executive and
the Company acknowledge that, except as may otherwise be provided under any
other written agreement between the Executive and the Company, the employment
of the Executive by the Company or successor company is at will and may be


terminated by either the Executive or the Company or its successor
companies at any time with or without cause, subject to the termination
payments prescribed herein.  3.Attention and Effort  During any period
of time that the Executive remains in the employ of the Company, and excluding
any periods of vacation and sick leave to which the Executive is entitled, the
Executive will devote all of the Executives productive time, ability,
attention and effort to the business and affairs of the Company and the
discharge of the responsibilities assigned to the Executive hereunder, and will
seek to perform faithfully and efficiently such responsibilities.  It shall not be a violation of this Agreement
for the Executive to hold board of director positions with outside civic organizations
or to spend a reasonable amount of time fulfilling the duties of those
positions, or to engage in other outside activities permitted by the policies
of the Company or as specifically permitted by the Board, so long as such
activities do not interfere with the performance of the Executives duties
hereunder.  Service on a board of
directors for a commercial entity will be subject to prior approval of the
Board; however, the Company acknowledges and agrees that Executive has
previously disclosed his appointment to the board of directors of Trellis
Bioscience, Inc.  It is understood
and agreed that activities specifically approved or acquiesced in during the
Term shall not be deemed to interfere with the performance of the Executives
responsibilities to the Company.  4.Termination  During the Term,
employment of the Executive may be terminated as follows, but, in any case, the
nondisclosure provisions set forth in Sections 7.1 and 7.2 hereof and
certain obligations under the Invention Agreement (as defined in Section 7.3
hereof) and the Offer Letter shall survive the termination of this Agreement
and the termination of the Executives employment with the Company:  4.1By the Company or the Executive  At any time during
the Term, the Company may terminate the employment of the Executive with or
without Cause (as defined below), and the Executive may terminate the Executives
employment for Good Reason (as defined below) or for any reason, upon giving
Notice of Termination (as defined below).  4.2Automatic Termination  This Agreement and
the Executives employment shall terminate automatically upon the death or
Total Disability of the Executive.  The
term Total Disability as used
herein shall mean the Executives inability (with such accommodation as may be
required by law and which places no undue burden on the Company), as determined
by a physician selected by the Company and acceptable to the Executive, to
perform the Executives essential duties for a period or periods aggregating
twelve (12) weeks in any three hundred sixty-five (365) day period as a result
of physical or mental illness, loss of legal capacity or any other cause  2


beyond the Executives control, unless the Executive is granted a leave
of absence by the Board.  4.3Notice of Termination  Any termination by
the Company or by the Executive during the Term shall be communicated by Notice
of Termination to the other party given in accordance with Section 9
hereof.  The term Notice
of Termination shall mean a written notice that (a) indicates
the specific termination provision in this Agreement relied upon and (b) to
the extent applicable, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executives
employment under the provision so indicated. 
The failure by the Executive or the Company to set forth in the Notice
of Termination any fact or circumstance that contributes to a showing of Good
Reason or Cause shall not waive any right of the Executive or the Company
hereunder or preclude the Executive or the Company from asserting such fact or
circumstance in enforcing the Executives or the Companys rights hereunder.  4.4Date of Termination  Date
of Termination means (a) if the Executives employment is
terminated by reason of death, the last day of the calendar month in which the
Executives death occurs, (b) if the Executives employment is terminated
by reason of Total Disability, immediately upon a determination by the
Company of the Executives Total Disability, and (c) in all other cases,
ten (10) days after the date of personal delivery or mailing of the Notice
of Termination.  The Executives
employment and performance of services will continue during such ten (10) day
period; provided, however, that the Company may, upon notice to the Executive
and without reducing the Executives compensation during such period, excuse
the Executive from any or all of the Executives duties during such period.  5.Termination Payments  In the event of
termination of the Executives employment during the Term, all compensation and
benefits shall terminate, except as specifically provided in this Section 5.  5.1Termination by the Company Other Than for
Cause or by the Executive for Good Reason  If during the Term
the Company terminates the Executives employment other than for Cause or the
Executive terminates the Executives employment for Good Reason, the Executive
shall be entitled to:  (a)receive payment of the following accrued
obligations (the Accrued Obligations):  3


(i)the Executives then current annual base
salary through the Date of Termination to the extent not theretofore paid;  (ii)any compensation previously deferred by
the Executive (together with accrued interest or earnings thereon, if any); and  (iii)any accrued vacation pay that would be
payable under the Companys standard policy, in each case to the extent not
theretofore paid;  (b)for one year after the Date of
Termination or until the Executive qualifies for comparable medical and dental
insurance benefits from another employer, whichever occurs first, the Company
shall pay the Executives premiums for health insurance benefit continuation
for the Executive and the Executives family members, if applicable, that the
Company provides to the Executive under the provisions of the federal
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), to the extent that the Company would have paid
such premiums had the Executive remained employed by the Company (such
continued payment is hereinafter referred to as COBRA
Continuation); and  (c)an amount as severance pay equal to one
hundred percent (100%) of the Executives then current annual base salary for
the fiscal year in which the Date of Termination occurs, subject to payment and
potential reduction as set forth in Sections 5.5 and 5.9 hereof.  5.2Termination for Cause or Other Than for
Good Reason  If during the Term
the Executives employment shall be terminated by the Company for Cause or by
the Executive for other than Good Reason, this Agreement shall terminate
without further obligation on the part of the Company to the Executive, other
than the Companys obligation to pay the Executive the Accrued Obligations to
the extent theretofore unpaid.  5.3Expiration of Term  In the event the
Executives employment is not terminated prior to expiration of the Term, this
Agreement shall terminate without further obligation on the part of the Company
to the Executive.  5.4Termination Because of Death or Total
Disability  If the Executives
employment is terminated during the Term by reason of the Executives death or
Total Disability, this Agreement shall terminate automatically without further
obligation on the part of the Company to the Executive or the Executives legal
representatives under this Agreement, other than the Companys obligation to
pay the Executive the Accrued Obligations (which shall be paid to the Executives
estate or  4


beneficiary, as applicable in the case of the Executives death) and to
provide COBRA Continuation.  5.5Payment Schedule and Offset for Other
Earnings  All payments of
Accrued Obligations, or any portion thereof payable pursuant to this Section 5,
other than deferred compensation pursuant to Section 5.1(a)(ii), shall be
made to the Executive within ten (10) working days of the Date of
Termination.  Deferred compensation
pursuant to Section 5.1(a)(ii) shall be payable pursuant to the terms
of the deferred compensation program.  Any
severance payments payable to the Executive pursuant to Section 5.1(c) shall
be made to the Executive in the form of salary continuation, payable at normal
payroll intervals during the one year period following the Date of Termination
(Payment Period).  For purposes of determining the payment
schedule, other than for deferred compensation pursuant to Section 5.1(a)(ii),
to the extent that the payment schedule in this Section 5.5 would subject
payments to the distribution requirements set forth in Section 409A(a)(2) of
the Internal Revenue Code of 1986, as amended (Code), because the Date of
Termination is different than the date that a person would be deemed to have
had a separation from service within the meaning of Code Section 409A(a)(2)(i),
the Date of Termination shall be treated as the latest date so as to not
subject such payments to the distribution requirements set forth in Code Section 409A(a)(2).  Notwithstanding the preceding provisions of
this Section 5, if necessary to meet the requirements of subparagraphs (A)(i) and
(B)(i) of Code Section 409A(a)(2), the amounts that would normally be
paid during the first six months after the Executives separation from service
within the meaning of Code Section 409A(a)(2) shall not be paid to an
Executive who is a specified employee (as defined in Code Section 409A(a)(2)(B)(i) in
accordance with the procedures established by the Compensation Committee) until
the six-month anniversary of the Executives separation from service.  Any severance payments payable to the
Executive pursuant to Section 5.1(c) on or after the date of nine (9) months
after the Date of Termination (Offset Period)
shall be subject to offset for other earnings received by the Executive as
follows:  (a)The Executive shall have no affirmative
duty to seek other employment or otherwise mitigate lost earnings during any
part of the Payment Period.  (b)The Executive shall disclose to the Company
any earnings received (or that the Executive had the right to receive) from
employment, consulting or performance of other personal services during the
Offset Period, and the source(s) of such earnings.  (c)The Company, in each payroll period
during the Offset Period that a severance payment is due, shall have the right
to offset on a dollar-for-dollar basis all such earnings that the Executive
received during that payroll period.  5


5.6Cause  For purposes of
this Agreement, Cause means cause given by
the Executive to the Company and shall include, without limitation, the
occurrence of one or more of the following events:  (a)a clear refusal to carry out any material
lawful duties of the Executive or any directions of the Board reasonably
consistent with those duties;  (b)persistent failure to carry out any
lawful duties of the Executive or any directions of the Board reasonably
consistent with those duties; provided, however, that the Executive has been
given reasonable notice and opportunity to correct any such failure;  (c)violation by the Executive of a state or
federal criminal law involving the commission of a crime against the Company or
any other criminal act involving moral turpitude;  (d)current abuse by the Executive of alcohol
or controlled substances; deception, fraud, misrepresentation or dishonesty by
the Executive; or any incident materially compromising the Executives
reputation or ability to represent the Company with investors, customers or the
public; or  (e)any other material violation of any
provision of this Agreement by the Executive, subject to the notice and
opportunity to cure requirements of Section 8 hereof.  5.7Good Reason  For purposes of
this Agreement, Good Reason means:  (a)reduction of the Executives annual base
salary to a level below the level in effect on the date of this Agreement,
regardless of any change in the Executives duties or responsibilities;  (b)the assignment to the Executive of any
duties materially inconsistent with the Executives position, authority, duties
or responsibilities or any other action by the Company that results in a
material diminution in such position, authority, duties or responsibilities,
excluding for this purpose an isolated and inadvertent action not taken in bad
faith and that is remedied by the Company promptly after receipt of notice
thereof given by the Executive;  (c)the Companys requiring the Executive to
be based at any office or location more than thirty (30) miles from the Companys
current location in Seattle, Washington or from the city of San Francisco,
California;  (d)any failure by the Company to comply with
and satisfy Section 10 hereof, provided, however, that the Companys
successor has received at least ten (10) days prior  6


written notice from the Company or the Executive of the requirements of
Section 10 hereof; or  (e)any other material violation of any
provision of this Agreement by the Company;  provided, however,
that the Executive has notified the Company of such salary reduction, assignment,
failure, situation or violation within ninety (90) days of its occurrence and
there has been compliance with the notice and opportunity to cure requirements
of Section 8 hereof.  5.8General Release of Claims  As a condition to
the payment contemplated by Section 5.1(c), the Executive shall execute a
general release and waiver of claims against the Company in a form satisfactory
to the Company in its sole discretion. 
By way of example and not limitation, the general release and waiver of
claims will include any claims for wages, bonuses, employment benefits, or
damages of any kind whatsoever, arising out of any contracts, express or
implied, any covenant of good faith and fair dealing, express or implied, any
theory of wrongful discharge, any legal restriction on the Companys right to
terminate employment, or any federal, state or other governmental statute or
ordinance, including, without limitation, Title VII of the Civil Rights Act of
1964, the federal Age Discrimination in Employment Act, the Americans with
Disabilities Act, the Family and Medical Leave Act, the Washington Law Against
Discrimination or similar California law, or any other legal limitation on the
employment relationship.  Such release
and waiver shall be delivered to the Company no later than the fifteenth day of
the third month of the fiscal year following the year in which the Date of
Termination occurs.  5.9Dispute Regarding Existence of Good
Reason for Termination  In the event the
Company disputes whether Good Reason existed for the Executive to terminate the
Executives employment for Good Reason, the Company shall pay salary
continuation as provided in Section 5.5 until the earliest of (i) settlement
by the parties, (ii) determination by arbitration in accordance with Section 14
hereof that Good Reason did not exist, and (iii) completion of the
payments required by Section 5.5 and Section 5.1(c) hereof.  If, pursuant to Section 14 hereof, an
arbitrator determines that Good Reason did not exist, the arbitrator shall also
decide whether the Executive had a reasonable, good-faith basis for claiming
that there was Good Reason to terminate. 
If the arbitrator determines that there was not such a basis, the
Executive shall be obligated to repay promptly to the Company the salary
continuation payments; if the arbitrator determines that there was such a
basis, the Executive shall not be obligated to repay the salary continuation.  7


6.Representations, Warranties and Other
Conditions  In order to induce
the Company to enter into this Agreement, the Executive represents and warrants
to the Company as follows:  6.1Health  The Executive is
in good health and knows of no physical or mental disability that, with any
accommodation that may be required by law and that places no undue burden on
the Company, would prevent the Executive from fulfilling the Executives obligations
hereunder.  The Executive agrees, if the
Company requests, to submit to reasonable periodic medical examinations by a
physician or physicians designated, paid for and arranged by the Company.  The Executive agrees that the examinations
medical report shall be provided to the Company.  6.2No Violation of Other Agreements  The Executive
represents that neither the execution nor the performance of this Agreement by
the Executive will violate or conflict in any way with any other agreement or
obligations by which the Executive may be bound.  7.Nondisclosure; Return of Materials  7.1Nondisclosure  Except as required
by the Executives employment with the Company, the Executive will not, at any
time during the term of employment by the Company, or at any time thereafter,
directly, indirectly or otherwise, use, communicate, disclose, disseminate,
lecture upon or publish articles relating to any confidential, proprietary or
trade secret information without the prior written consent of the Company.  The Executive understands that the Company will
be relying on this covenant in continuing the Executives employment, paying
the Executives compensation, granting the Executive any promotions or raises,
or entrusting the Executive with any information that helps the Company compete
with others.  7.2Return of Materials  All documents,
records, notebooks, notes, memoranda, drawings or other documents made or
compiled by the Executive at any time while employed by the Company, or in the
Executives possession, including any and all copies thereof, shall be the
property of the Company and shall be held by the Executive in trust and solely
for the benefit of the Company, and shall be delivered to the Company by the
Executive upon termination of employment or at any other time upon request by
the Company.  8


7.3Invention and Proprietary Information
Agreement  The parties have
executed an Invention and Proprietary Information Agreement, in the form
attached as Exhibit C to the Offer Letter (Invention
Agreement) and acknowledge that their respective obligations
thereunder shall apply to the entire period of Executives employment with the
Company and shall survive the execution of this Agreement, the termination of
this Agreement and the termination of the Executives employment with the
Company.  8.Notice and Cure of Breach  Whenever a breach
of this Agreement by either party is relied upon as justification for any
action taken by the other party pursuant to any provision of this Agreement,
other than clause (a), (b), (c) or (d) of Section 5.6
hereof, before such action is taken, the party asserting the breach of this
Agreement shall give the other party at least twenty (20) days prior written
notice of the existence and the nature of such breach before taking further
action hereunder and shall give the party purportedly in breach of this
Agreement the opportunity to correct such breach during the twenty (20) day
period.  9.Form of Notice  Every notice
required by the terms of this Agreement shall be given in writing by serving
the same upon the party to whom it was addressed personally or by registered or
certified mail, return receipt requested, at the address set forth below or at
such other address as may hereafter be designated by notice given in compliance
with the terms hereof:  If to the Executive:
  Gerald McMahon[Address]If to the Company:
  Poniard Pharmaceuticals, Inc.300 Elliott Avenue West, Suite 500Seattle, Washington 98119Attn: Corporate SecretaryWith a copy to:
  Perkins Coie LLP1201 Third Avenue, 48th FloorSeattle, Washington 98101-3099Attn: James R. Lisbakken  Except as set forth in Section 4.4 hereof, if
notice is mailed, such notice shall be effective upon mailing.  9


10.Assignment  This Agreement is
personal to the Executive and shall not be assignable by the Executive.  The Company shall
assign to and require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all the business
and/or assets of the Company to assume expressly and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place.  As used in this Agreement, the Company shall mean Poniard Pharmaceuticals, Inc. and
any affiliated company or successor to its business and/or assets as aforesaid
that assumes and agrees to perform this Agreement by contract, operation of law
or otherwise; and as long as such successor assumes and agrees to perform this
Agreement, the termination of the Executives employment by one such entity and
the immediate hiring and continuation of the Executives employment by the
succeeding entity shall not be deemed to constitute a termination or trigger
any severance obligation under this Agreement. 
All the terms and provisions of this Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their
respective successors and permitted assigns.  11.Waivers  No delay or
failure by any party hereto in exercising, protecting or enforcing any of its
rights, titles, interests or remedies hereunder, and no course of dealing or
performance with respect thereto, shall constitute a waiver thereof.  The express waiver by a party hereto of any
right, title, interest or remedy in a particular instance or circumstance shall
not constitute a waiver thereof in any other instance or circumstance.  All rights and remedies shall be cumulative
and not exclusive of any other rights or remedies.  12.Amendments in Writing  No amendment,
modification, waiver, termination or discharge of any provision of this
Agreement, or consent to any departure therefrom by either party hereto, shall
in any event be effective unless the same shall be in writing, specifically
identifying this Agreement and the provision intended to be amended, modified,
waived, terminated or discharged and signed by the Company and the Executive,
and each such amendment, modification, waiver, termination or discharge shall
be effective only in the specific instance and for the specific purpose for
which given.  No provision of this
Agreement shall be varied, contradicted or explained by any oral agreement,
course of dealing or performance or any other matter not set forth in an
agreement in writing and signed by the Company and the Executive.  13.Applicable Law and Venue  This Agreement
shall in all respects, including all matters of construction, validity and
performance, be governed by, and construed and enforced in accordance with, the
laws of the State of Washington, without regard to any rules governing
conflicts of laws.  Executive  10


irrevocably consents to the jurisdiction and venue of the state and
federal courts located in King County, Washington, and agrees not to bring any
action, or seek to remove or transfer any action, relating to this Agreement in
or to any other court, other than a state or federal court located in King County,
Washington.  14.Arbitration; Attorneys Fees  Except in
connection with enforcing Section 7 hereof, for which legal and equitable
remedies may be sought in a court of law, any dispute arising under this
Agreement shall be subject to arbitration. 
The arbitration proceeding shall be conducted in accordance with the
Commercial Arbitration Rules of the American Arbitration Association (the AAA Rules) then in effect, conducted by one (1) arbitrator
either mutually agreed upon or selected in accordance with the AAA Rules.  The arbitration shall be conducted in King
County, Washington, under the jurisdiction of the Seattle office of the
American Arbitration Association.  The arbitrator
shall have authority only to interpret and apply the provisions of this
Agreement, and shall have no authority to add to, subtract from or otherwise
modify the terms of this Agreement.  Any
demand for arbitration must be made within sixty (60) days of the event(s) giving
rise to the claim that this Agreement has been breached.  The arbitrators decision shall be final and
binding, and each party agrees to be bound by the arbitrators award, subject
only to an appeal therefrom in accordance with the laws of the State of
Washington.  Either party may obtain
judgment upon the arbitrators award in the Superior Court of King County,
Washington.  If it becomes
necessary to pursue or defend any legal proceeding, whether in arbitration or
court, in order to resolve a dispute arising under this Agreement, the
prevailing party in any such proceeding shall be entitled to recover its
reasonable costs and attorneys fees.  To
the extent necessary to prevent Executive from being subject to any additional
tax pursuant to Code Section 409A(a)(1)(B), any amounts payable to the
Executive pursuant to this paragraph shall be paid in no event later than the
year following the year during which such costs and fees were incurred.  15.Severability  If any provision
of this Agreement shall be held invalid, illegal or unenforceable in any
jurisdiction, for any reason, including, without limitation, the duration of
such provision, its geographical scope or the extent of the activities
prohibited or required by it, then, to the full extent permitted by law, (a) all
other provisions hereof shall remain in full force and effect in such
jurisdiction and shall be liberally construed in order to carry out the intent
of the parties hereto as nearly as may be possible, (b) such invalidity,
illegality or unenforceability shall not affect the validity, legality or
enforceability of any other provision hereof, and (c) any court or
arbitrator having jurisdiction thereover shall have the power to reform such
provision to the extent necessary for such provision to be enforceable under
applicable law.  11


16.Coordination with Change of Control
Agreement  The Company and
the Executive are entering into an Amended and Restated Change of Control
Agreement (the Change of Control Agreement),
which agreement provides for certain forms of severance and benefit payments in
the event of termination of Executives employment under certain defined
circumstances.  This Agreement is in
addition to the Change of Control Agreement, providing certain assurances to
the Executive in circumstances that the Change of Control Agreement does not
cover, and in no way supersedes or nullifies the Change of Control
Agreement.  Nevertheless, it is possible
that a termination of employment by the Company or by the Executive may fall
within the scope of both agreements.  In
such event, payments made to the Executive under Section 5.1 hereof shall
be coordinated with payments made to the Executive under Section 8.1 of
the Change of Control Agreement as follows:  (a)Accrued Obligations under this Agreement
need not be paid if paid under the Change of Control Agreement;  (b)COBRA Continuation under this Agreement
need not be provided if provided under the Change of Control Agreement; and  (c)the severance
payment required under Section 5.1(c) hereof (and paid pursuant to Section 5.5
hereof) need not be paid to the extent a severance payment is made under Section 8.1(d) of
the Change of Control Agreement, i.e., the credit from Section 8.1(d) of
the Change of Control Agreement is applied as amounts become due under Section 5.5
hereof.  17.Excess Parachute Payments  Unless provided by
Section 8.8 of the Change of Control Agreement, if any portion of the
payments or benefits under this Agreement or any other agreement or benefit
plan of the Company (including stock options) would be characterized as an excess
parachute payment to the Executive under Section 280G of the Internal
Revenue Code of 1986, as amended (the Code), the
Executive shall be paid any excise tax that the Executive owes under Section 4999
of the Code as a result of such characterization, such excise tax to be paid to
the Executive at least ten (10) days prior to the date that the Executive is
obligated to make the excise tax payment. 
The determination of whether and to what extent any payments or benefits
would be excess parachute payments and the date by which any excise tax shall
be due, shall be determined in writing by recognized tax counsel selected by
the Company and reasonably acceptable to the Executive.  Without limitation on the foregoing, the
payments made pursuant to this Section 17 shall be made no later than the
end of the year following the year in which the Executive remits such excise
tax to the IRS.  18.Entire Agreement  This Agreement
supersedes and replaces the Key Executive SeveranceAgreement, dated as of May 11,
2004, between the parties, and except as described in Section 16 hereof,  12


this Agreement constitutes the entire agreement between the Company and
the Executive with respect to the subject matter hereof, and all prior or
contemporaneous oral or written communications, understandings or agreements
between the Company and the Executive with respect to such subject matter are
hereby superseded and nullified in their entireties, except that the Invention
Agreement between the Executive and the Company and the Offer Letter, shall
continue in full force and effect to the extent not superseded by Sections 7.1
and 7.2 hereof.  19.Withholding  The Company may withhold from any amounts payable under this Agreement
such federal, state or local taxes as shall be required to be withheld pursuant
to any applicable law or regulation.  20.409A Interpretation Provision  The Company intends that this
Agreement fully comply with the payout and other limitations and restrictions
imposed under Code Section 409A if and to the extent such Code Section 409A
is otherwise applicable to payments under this Agreement and such compliance is
necessary to avoid the penalties otherwise imposed under Code Section 409A.
In this connection, the Company and Executive agree that the payout timing
provisions and any other terms of this Agreement shall be interpreted and
deemed modified, if and to the extent necessary, to comply with the payout and
other limitations and restrictions imposed under Code Section 409A if and
to the extent such Code Section 409A is otherwise applicable to this
Agreement and such compliance is necessary to avoid the penalties otherwise
imposed under Code Section 409A.  21.Counterparts  This Agreement may
be executed in counterparts, each of which counterpart shall be deemed an
original, but all of which together shall constitute one and the same
instrument.  IN WITNESS
WHEREOF, the parties have executed and entered into this Agreement effective on
the date first set forth above.   PONIARD PHARMACEUTICALS, INC.By:
  /s/ Caroline LoewyName: Caroline LoewyIts:  Chief
  Financial Officer  13


EXECUTIVEBy:
  /s/ Gerald McMahonName:  Gerald McMahon  14