**Exhibit10.22**

**PONIARDPHARMACEUTICALS, INC.KEY EXECUTIVE SEVERANCE AGREEMENT**

This Key ExecutiveSeverance Agreement (VP) (this “***Agreement***”), datedas of May 7, 2007, is entered into by and between PONIARD PHARMACEUTICALS, INC.,a Washington corporation (as supplemented by Section 10, the “***Company***”), and Ronald A. Martell (the “***Executive***”).

The Board of Directors ofthe Company (the “***Board***”) has determined thatit is in the best interests of the Company and its shareholders to ensure thatthe Company will have the continued dedication of the Executive,notwithstanding the fact that the Executive does not have any form oftraditional employment contract or other assurance of job security.  The Board believes it is imperative todiminish any distraction of the Executive arising from the personal uncertaintyand insecurity that arises in the absence of any assurance of job security byproviding the Executive with reasonable compensation and benefit arrangementsin the event of termination of the Executive’s employment by the Company undercertain defined circumstances.

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

## **1.             Term**

The initial term of thisAgreement (the “***Initial ***Term******”)shall be for a period of one (1) year from the date of this Agreement as firstappearing; provided, however, that this Agreement shall automatically renew forsuccessive additional one (1) year periods (“***RenewalTerms***”), unless notice of nonrenewal is given by either party tothe other party at least nine (9) months prior to the end of the Initial Termor any Renewal Term, and provided further that if a Change of Control (asdefined in the Change of Control Agreement referenced in Section 16hereof) occurs during the Term, the Term shall automatically extend for theduration of the Employment Period (as defined in the Change of ControlAgreement).  The “***Term***”of this Agreement shall be the Initial Term plus all Renewal Terms and, ifapplicable, the duration of the Employment Period.  At the end of the Term, this Agreement shallterminate without further action by either the Company or the Executive.

## **2.             Employment**

The Executive and theCompany acknowledge that, except as may otherwise be provided under any otherwritten agreement between the Executive and the Company, the employment of theExecutive by the Company or by any affiliated or successor company is “at will”and may be terminated by either the Executive or the Company or its affiliatedcompanies at any time with or without cause, subject to the terminationpayments prescribed herein.

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## **3.             Attentionand Effort**

During any period of timethat the Executive remains in the employ of the Company, and excluding anyperiods of vacation and sick leave to which the Executive is entitled, theExecutive will devote all his productive time, ability, attention and effort tothe business and affairs of the Company and the discharge of theresponsibilities assigned to him hereunder, and will seek to perform faithfullyand efficiently such responsibilities. It shall not be a violation of this Agreement for the Executive to(a) serve on corporate, civic or charitable boards or committees,(b) deliver lectures, fulfill speaking engagements or teach at educationalinstitutions, (c) manage personal investments, or (d) engage inactivities permitted by the policies of the Company or as specificallypermitted by the Company, so long as such activities do not significantlyinterfere with the performance of the Executive’s responsibilities inaccordance with this Agreement.  It isexpressly understood and agreed that to the extent any such activities havebeen conducted by the Executive prior to the Term, the continued conduct ofsuch activities (or the conduct of activities similar in nature and scopethereto) during the Term shall not thereafter be deemed to interfere with theperformance 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, thenondisclosure provisions set forth in Section 7 hereof shall survive thetermination of this Agreement and the termination of the Executive’s employmentwith the Company:

### **4.1          By the Company or the Executive**

At any time during theTerm, the Company may terminate the employment of the Executive with or withoutCause (as defined below), and the Executive may terminate his employment forGood Reason (as defined below) or for any reason, upon giving Notice ofTermination (as defined below).

### **4.2          Automatic Termination**

This Agreement and theExecutive’s employment shall terminate automatically upon the death or TotalDisability of the Executive.  The term “***Total Disability***” as used herein shall mean theExecutive’s inability (with such accommodation as may be required by law andwhich places no undue burden on the Company), as determined by a physicianselected by the Company and acceptable to the Executive, to perform theExecutive’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 physicalor mental illness, loss of legal capacity or any other cause beyond theExecutive’s control, unless the Executive is granted a leave of absence by theBoard.

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### **4.3          Notice of Termination**

Any termination by theCompany or by the Executive during the Term shall be communicated by Notice ofTermination to the other party given in accordance with Section 9hereof.  The term “***Noticeof Termination***” shall mean a written notice that(a) indicates the specific termination provision in this Agreement reliedupon and (b) to the extent applicable, sets forth in reasonable detail thefacts and circumstances claimed to provide a basis for termination of theExecutive’s employment under the provision so indicated.  The failure by the Executive or the Companyto set forth in the Notice of Termination any fact or circumstance thatcontributes to a showing of Good Reason or Cause shall not waive any right ofthe Executive or the Company hereunder or preclude the Executive or the Companyfrom asserting such fact or circumstance in enforcing the Executive’s or theCompany’s rights hereunder.

### **4.4          Date of Termination**

“***Dateof Termination***” means (a) if the Executive’s employment isterminated by reason of death, the last day of the calendar month in which theExecutive’s death occurs, (b) if the Executive’s employment is terminatedby reason of Total Disability, immediately upon a determination by theCompany 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 ofTermination.  The Executive’s employmentand performance of services will continue during such ten (10) day period;provided, however, that the Company may, upon notice to the Executive andwithout reducing the Executive’s compensation during such period, excuse theExecutive from any or all of his duties during such period.

## **5.             TerminationPayments**

In the event oftermination of the Executive’s employment during the Term, all compensation andbenefits shall terminate, except as specifically provided in thisSection 5.

### **5.1          Termination by the Company Other Thanfor Cause or by the Executive for Good Reason**

If during the Term theCompany terminates the Executive’s employment other than for Cause or theExecutive terminates his employment for Good Reason, the Executive shall beentitled to:

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

(i)            the Executive’s then current annualbase salary through the Date of Termination to the extent not theretofore paid;and

(ii)           any compensation previously deferredby the Executive (together with accrued interest or earnings thereon, if any)and any accrued vacation pay that would be payable under the Company’s standardpolicy, in each case to the extent not theretofore paid;

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(b)           for nine (9) months after the Date ofTermination or until the Executive qualifies for comparable medical and dentalinsurance benefits from another employer, whichever occurs first, the Companyshall pay the Executive’s premiums for health insurance benefit continuationfor the Executive and his family members, if applicable, that the Companyprovides to the Executive under the provisions of the federal ConsolidatedOmnibus Budget Reconciliation Act of 1985, as amended (“***COBRA***”),to the extent that the Company would have paid such premiums had the Executiveremained employed by the Company (such continued payment is hereinafterreferred to as “***COBRA Continuation***”); and

(c)           an amount as severance pay equal toseventy five percent (75%) of the Executive’s then current annual base salaryfor the fiscal year in which the Date of Termination occurs, subject to paymentas set forth in Sections 5.5 and 5.9 hereof.

### **5.2          Termination for Cause or Other Thanfor Good Reason**

If during the Term theExecutive’s employment shall be terminated by the Company for Cause or by theExecutive for other than Good Reason, this Agreement shall terminate withoutfurther obligation on the part of the Company to the Executive, other than theCompany’s obligation to pay the Executive the Accrued Obligations to the extenttheretofore unpaid.

### **5.3          Expiration of Term**

In the event theExecutive’s employment is not terminated prior to expiration of the Term, thisAgreement shall terminate without further obligation on the part of the Companyto the Executive.

### **5.4          Termination Because of Death or TotalDisability**

If the Executive’semployment is terminated during the Term by reason of the Executive’s death orTotal Disability, this Agreement shall terminate automatically without furtherobligation on the part of the Company to the Executive or his legalrepresentatives under this Agreement, other than the Company’s obligation topay the Executive the Accrued Obligations (which shall be paid to the Executive’sestate or beneficiary, as applicable in the case of the Executive’s death) andto provide COBRA Continuation.

### **5.5          Payment Schedule**

All payments of AccruedObligations, or any portion thereof payable pursuant to this Section 5,shall be made to the Executive within ten (10) working days of the Date ofTermination.  Any severance paymentspayable to the Executive pursuant to Section 5.1(c) shall be made to theExecutive in the form of salary continuation, payable at normal payrollintervals during the nine (9) month period following the Date of Termination (“***Payment Period***”).

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### **5.6          Cause**

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

(a)           a clear refusal to carry out anymaterial lawful duties of the Executive or any directions of the Board orsenior management of the Company reasonably consistent with those duties;

(b)           persistent failure to carry out anylawful duties of the Executive or any directions of the Board or seniormanagement reasonably consistent with those duties; provided, however, that theExecutive has been given reasonable notice and opportunity to correct any suchfailure;

(c)           violation by the Executive of a stateor federal criminal law involving the commission of a crime against the Companyor any other criminal act involving moral turpitude;

(d)           current abuse by the Executive ofalcohol or controlled substances; deception, fraud, misrepresentation ordishonesty by the Executive; or any incident materially compromising theExecutive’s reputation or ability to represent the Company with investors,customers or the public; or

(e)           any other material violation of anyprovision of this Agreement by the Executive, subject to the notice andopportunity to cure requirements of Section 8 hereof.

### **5.7          Good Reason**

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

(a)           reduction of the Executive’s annualbase 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 ofany duties materially inconsistent with the Executive’s position, authority,duties or responsibilities or any other action by the Company the results in amaterial diminution in such position, authority, duties or responsibilities,excluding for this purpose an isolated and inadvertent action not taken in badfaith and that is remedied by the Company promptly after receipt of noticethereof given by the Executive;

(c)           the Company’s requiring the Executiveto be based at any office or location more than fifty (50) miles from the city inwhich the Executive will be employed by the Company, i.e., San Francisco,California or Seattle, Washington;

(d)           any failure by the Company to complywith and satisfy Section 10 hereof, provided, however, that the Company’ssuccessor has received at least ten (10) days’ prior 

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written notice from theCompany or the Executive of the requirements of Section 10 hereof; or

(e)           any other material violation of anyprovision of this Agreement by the Company, subject to the notice andopportunity to cure requirements of Section 8 hereof.

### **5.8          General Release of Claims**

As a condition to thepayment contemplated by Section 5.1(c), the Executive shall execute a generalrelease of claims against the Company in a form satisfactory to the Company inits sole discretion.  By way of exampleand not limitation, the general release of claims will include any claims forwages, bonuses, employment benefits, or damages of any kind whatsoever, arisingout of any contracts, express or implied, any covenant of good faith and fairdealing, express or implied, any theory of wrongful discharge, any legalrestriction on the Company’s right to terminate employment, or any federal,state or other governmental statute or ordinance, including, withoutlimitation, Title VII of the Civil Rights Act of 1964, the federal AgeDiscrimination in Employment Act, the Americans with Disabilities Act, theFamily and Medical Leave Act, the Washington Law Against Discrimination, or anyother legal limitation on the employment relationship.

### **5.9          Dispute regarding existence of GoodReason for Termination**

In the event the Companydisputes whether Good Reason existed for the Executive to terminate hisemployment for Good Reason, the Company shall pay salary continuation asprovided in Section 5.5 until the earliest of (i) settlement by theparties, (ii) determination by arbitration in accordance withSection 14 hereof that Good Reason did not exist, and(iii) completion of the payments required by Section 5.5 andSection 5.1(c) hereof.  If, pursuantto Section 14 hereof, an arbitrator determines that Good Reason did notexist, 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 wasnot such a basis, the Executive shall be obligated to repay promptly to theCompany the salary continuation payments; if the arbitrator determines thatthere was such a basis, the Executive shall not be obligated to repay thesalary continuation.

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

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

### **6.1          Health**

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

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### **6.2          No Violation of Other Agreements**

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

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

### **7.1          Nondisclosure**

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

### **7.2          Return of Materials**

All documents, records,notebooks, notes, memoranda, drawings or other documents made or compiled bythe Executive at any time while employed by the Company, or in his possession,including any and all copies thereof, shall be the property of the Company andshall be held by the Executive in trust and solely for the benefit of theCompany, and shall be delivered to the Company by the Executive upontermination of employment or at any other time upon request by the Company.

## **8.             Noticeand Cure of Breach**

Whenever a breach of thisAgreement by either party is relied upon as justification for any action takenby the other party pursuant to any provision of this Agreement, other thanclause (a), (b), (c) or (d) of Section 5.6 hereof, before such actionis taken, the party asserting the breach of this Agreement shall give the otherparty at least twenty (20) days’ prior written notice of the existence and thenature of such breach before taking further action hereunder and shall give theparty purportedly in breach of this Agreement the opportunity to correct suchbreach during the twenty (20) day period.

## **9.             Formof Notice**

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

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

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

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

Exceptas set forth in Section 4.4 hereof, if notice is mailed, such notice shallbe effective upon mailing.

## **10.          Assignment**

This Agreement is personalto the Executive and shall not be assignable by the Executive.

The Company shall assignto and require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all the business and/orassets of the Company to assume expressly and agree to perform this Agreementin the same manner and to the same extent that the Company would be required toperform it if no such succession had taken place.  As used in this Agreement, the “***Company***” shall mean Poniard Pharmaceuticals, Inc. andany affiliated company or successor to its business and/or assets as aforesaidthat assumes and agrees to perform this Agreement by contract, operation of lawor otherwise; and as long as such successor assumes and agrees to perform thisAgreement, the termination of the Executive’s employment by one such entity andthe immediate hiring and continuation of the Executive’s employment by thesucceeding entity shall not be deemed to constitute a termination or triggerany severance obligation under this Agreement. All the terms and provisions of this Agreement shall be binding upon andinure to the benefit of and be enforceable by the parties hereto and theirrespective successors and permitted assigns.

## **11.          Waivers**

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

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## **12.          AmendmentsIn Writing**

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

## **13.          ApplicableLaw**

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

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

Except in connection withenforcing Section 7 hereof, for which legal and equitable remedies may besought in a court of law, any dispute arising under this Agreement shall besubject to arbitration.  The arbitrationproceeding shall be conducted in accordance with the Commercial ArbitrationRules of the American Arbitration Association (the “***AAARules***”) then in effect, conducted by one (1) arbitrator eithermutually agreed upon or selected in accordance with the AAA Rules.  The arbitration shall be conducted in KingCounty, Washington, under the jurisdiction of the Seattle office of theAmerican Arbitration Association.  Thearbitrator shall have authority only to interpret and apply the provisions ofthis Agreement, and shall have no authority to add to, subtract from orotherwise modify the terms of this Agreement. Any demand for arbitration must be made within sixty (60) days of the event(s)giving rise to the claim that this Agreement has been breached.  The arbitrator’s decision shall be final andbinding, and each party agrees to be bound by the arbitrator’s award, subjectonly to an appeal therefrom in accordance with the laws of the State ofWashington.  Either party may obtainjudgment upon the arbitrator’s award in the Superior Court of King County,Washington.

If it becomes necessaryto pursue or defend any legal proceeding, whether in arbitration or court, inorder to resolve a dispute arising under this Agreement, the prevailing partyin any such proceeding shall be entitled to recover its reasonable costs andattorneys’ fees.

## **15.          Severability**

If any provision of thisAgreement shall be held invalid, illegal or unenforceable in any jurisdiction,for any reason, including, without limitation, the duration of such provision,its geographical scope or the extent of the activities prohibited or requiredby it, then, to the full extent permitted by law, (a) all other provisionshereof shall remain in full force and 

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effect in suchjurisdiction and shall be liberally construed in order to carry out the intentof the parties hereto as nearly as may be possible, (b) such invalidity,illegality or unenforceability shall not affect the validity, legality orenforceability of any other provision hereof, and (c) any court orarbitrator having jurisdiction thereover shall have the power to reform suchprovision to the extent necessary for such provision to be enforceable underapplicable law.

## **16.          CoordinationWith Change of Control Agreement**

The Company and theExecutive are contemporaneously with this Agreement entering into a Change ofControl Agreement (the “***Change of Control Agreement***”),which agreement provides for certain forms of severance and benefit payments inthe event of termination of Executive’s employment under certain definedcircumstances.  This Agreement is inaddition to the Change of Control Agreement, providing certain assurances tothe Executive in circumstances that the Change of Control Agreement does notcover, and in no way supersedes or nullifies the Change of ControlAgreement.  Nevertheless, it is possiblethat a termination of employment by the Company or by the Executive may fallwithin the scope of both agreements.  Insuch event, payments made to the Executive under Section 5.1 hereof shallbe coordinated with payments made to the Executive under Section 8.1 ofthe Change of Control Agreement as follows:

(a)           Accrued Obligations under thisAgreement need not be paid if paid under the Change of Control Agreement;

(b)           COBRA Continuation under thisAgreement need not be provided if provided under the Change of ControlAgreement; and

(c)           the severance payment required underSection 5.1(c) hereof need not be paid during the first six(6) months of the Payment Period if a severance payment is made underSection 8.1(d) of the Change of Control Agreement; provided that theremaining one-third balance of the severance payment required underSection 5.1(c) hereof shall be paid during the Payment Period as providedherein.

## **17.          ExcessParachute Payments**

Unless provided bySection 8.8 of the Change of Control Agreement, if any portion of thepayments or benefits under this Agreement or any other agreement or benefitplan of the Company (including stock options) would be characterized as an “excessparachute payment” to the Executive under Section 280G of the InternalRevenue Code of 1986, as amended (the “***Code***”), theExecutive shall be paid any excise tax that the Executive owes underSection 4999 of the Code as a result of such characterization, such excisetax to be paid to the Executive at least ten (10) days prior to the date that heis obligated to make the excise tax payment. The determination of whether and to what extent any payments or benefitswould be “excess parachute payments” and the date by which any excise tax shallbe due, shall be determined in writing by recognized tax counsel selected bythe Company and reasonably acceptable to the Executive.

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## **18.          EntireAgreement**

Except as described inSection 16 hereof, this Agreement constitutes the entire agreement betweenthe Company and the Executive with respect to the subject matter hereof, andall prior or contemporaneous oral or written communications, understandings or agreementsbetween the Company and the Executive with respect to such subject matter, arehereby superseded and nullified in their entireties, except that theProprietary Information and Invention Agreement between the Executive and theCompany shall continue in full force and effect to the extent not superseded bySection 10 hereof.

## **19.          Withholding**

The Company may withholdfrom any amounts payable under this Agreement such federal, state or localtaxes as shall be required to be withheld pursuant to any applicable law orregulation.

## **20.          Counterparts**

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

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

 

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