**Exhibit 10.24**

**PONIARD PHARMACEUTICALS,INC.KEY EXECUTIVE SEVERANCE AGREEMENT (VP)**

This Key Executive Severance Agreement (VP) (this “***Agreement***”), dated as of July 24,2006, is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washingtoncorporation (as supplemented by Section 10, the “***Company***”),and *Alan B. Glassberg, M.D.* (the “***Executive***”).

The Board of Directors of the Company (the “***Board***”) has determined that it is inthe best interests of the Company and its shareholders to ensure that theCompany will have the continued dedication of the Executive, notwithstandingthe fact that the Executive does not have any form of traditional employmentcontract or other assurance of job security. The Board believes it isimperative to diminish any distraction of the Executive arising from thepersonal uncertainty and insecurity that arises in the absence of any assuranceof job security by providing the Executive with reasonable compensation andbenefit arrangements in the event of termination of the Executive’s employmentby the Company under certain 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 aperiod of one (1) year from the date of this Agreement as first appearing;provided, however, that this Agreement shall automatically renew for successiveadditional one (1) year periods (“***Renewal Terms***”),unless notice of nonrenewal is given by either party to the other party atleast nine (9) months prior to the end of the Initial Term or any RenewalTerm, and provided further that if a Change of Control (as defined in theChange of Control Agreement referenced in Section 16 hereof) occurs duringthe Term, the Term shall automatically extend for the duration of theEmployment Period (as defined in the Change of Control Agreement). The “***Term***” of this Agreement shall be theInitial Term plus all Renewal Terms and, if applicable, the duration of theEmployment Period. At the end of the Term, this Agreement shall terminatewithout 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 other writtenagreement 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.

**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 thisAgreement for the Executive to (a) serve on corporate, civic or charitableboards or committees, (b) deliver lectures, fulfill speaking engagementsor teach at educational institutions, (c) manage personal investments, or (d) engagein activities permitted by the policies of the Company or as specificallypermitted by the Company, so long as such activities do not significantlyinterfere with the performance of the Executive’s responsibilities inaccordance with this Agreement. It is expressly understood and agreed that tothe extent any such activities have been conducted by the Executive prior tothe Term, the continued conduct of such activities (or the conduct of 

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activitiessimilar in nature and scope thereto) during the Term shall not thereafter bedeemed to interfere with the performance of the Executive’s responsibilities tothe 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 theCompany or the Executive**

At any time during the Term, the Company may terminatethe employment of the Executive with or without Cause (as defined below), andthe Executive may terminate his employment for Good Reason (as defined below)or for any reason, upon giving Notice of Termination (as defined below).

**4.2   AutomaticTermination**

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 the Executive’s inability (with such accommodation asmay be required by law and which places no undue burden on the Company), asdetermined by a physician selected by the Company and acceptable to theExecutive, to perform the Executive’s essential duties for a period or periodsaggregating twelve (12) weeks in any three hundred sixty-five (365) day periodas a result of physical or mental illness, loss of legal capacity or any othercause beyond the Executive’s control, unless the Executive is granted a leaveof absence by the Board.

**4.3   Notice ofTermination**

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 9 hereof. Theterm “***Notice of Termination***” shallmean a written notice that (a) indicates the specific terminationprovision in this Agreement relied upon and (b) to the extent applicable,sets forth in reasonable detail the facts and circumstances claimed to providea basis for termination of the Executive’s employment under the provision soindicated. The failure by the Executive or the Company to set forth in theNotice of Termination any fact or circumstance that contributes to a showing ofGood Reason or Cause shall not waive any right of the Executive or the Companyhereunder or preclude the Executive or the Company from asserting such fact orcircumstance in enforcing the Executive’s or the Company’s rights hereunder.

**4.4   Date ofTermination**

“***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 Noticeof Termination. The Executive’s employment and performance of services willcontinue during such ten (10) day period; provided, however, that theCompany may, upon notice to the Executive and without reducing the Executive’scompensation during such period, excuse the Executive from any or all of hisduties 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 this Section 5.

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

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

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

(i)    theExecutive’s then current annual base salary through the Date of Termination tothe extent not theretofore paid; and

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

(b)   for nine (9) monthsafter the Date of Termination or until the Executive qualifies for comparablemedical and dental insurance benefits from another employer, whichever occursfirst, the Company shall pay the Executive’s premiums for health insurancebenefit continuation for the Executive and his family members, if applicable,that the Company provides to the Executive under the provisions of the federalConsolidated Omnibus Budget Reconciliation Act of 1985, as amended (“***COBRA***”), to the extent that theCompany would have paid such premiums had the Executive remained employed bythe Company (such continued payment is hereinafter referred to as “***COBRA Continuation***”); and

(c)   an amount as severance pay equal to seventy five percent (75%) ofthe Executive’s then current annual base salary for the fiscal year in whichthe Date of Termination occurs, subject to payment as set forth inSections 5.5 and 5.9 hereof.

**5.2**   Terminationfor Cause or Other Than for 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**   Expirationof Term

In the event the Executive’semployment is not terminated prior to expiration of the Term, this Agreementshall terminate without further obligation on the part of the Company to theExecutive.

**5.4**   TerminationBecause of Death or Total Disability

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 legal representativesunder this Agreement, other than the Company’s obligation to pay the Executivethe Accrued Obligations (which shall be paid to the Executive’s estate orbeneficiary, as applicable in the case of the Executive’s death) and to provideCOBRA Continuation.

**5.5**   PaymentSchedule

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 payments payable to the Executive pursuant to Section 5.1(c) shallbe made to the Executive in the form of salary continuation, payable at normalpayroll intervals during the nine (9) month period following the Date ofTermination (“***Payment Period***”).

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**5.6**   Cause

For purposes ofthis Agreement, “***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 clearrefusal to carry out any material lawful duties of the Executive or anydirections of the Board or senior management of the Company reasonablyconsistent with those duties;

(b)   persistentfailure to carry out any lawful duties of the Executive or any directions ofthe Board or senior management reasonably consistent with those duties; provided,however, that the Executive has been given reasonable notice and opportunity tocorrect any such failure;

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

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

(e)   any other material violation of any provision of this Agreement bythe Executive, subject to the notice and opportunity to cure requirements of Section 8hereof.

**5.7**   GoodReason

For purposes ofthis Agreement, “***Good Reason***” means:

(a)   reductionof the Executive’s annual base salary to a level below the level in effect onthe date of this Agreement, regardless of any change in the Executive’s dutiesor responsibilities;

(b)   theassignment to the Executive of any duties materially inconsistent with theExecutive’s position, authority, duties or responsibilities or any other actionby the Company the results in a material diminution in such position,authority, duties or responsibilities, excluding for this purpose an isolatedand inadvertent action not taken in bad faith and that is remedied by theCompany promptly after receipt of notice thereof given by the Executive;

(c)   the Company’srequiring the Executive to be based at any office or location more than fifty (50) milesfrom the city in which the Executive will be employed by the Company, i.e., SanFrancisco, California or Seattle, Washington;

(d)   any failureby 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 written notice from the Company or the Executive of the requirements of Section 10hereof; or

(e)   any other material violation of any provision of this Agreement bythe Company, subject to the notice and opportunity to cure requirements of Section 8hereof.

**5.8**   GeneralRelease of Claims

As a condition to thepayment contemplated by Section 5.1(c), the Executive shall execute ageneral release of claims against the Company in a form satisfactory to theCompany in its sole discretion. By way of example and not limitation, thegeneral release of claims will include any claims for wages, bonuses,employment benefits, or damages of any kind whatsoever, arising out of anycontracts, express or implied, any covenant of good faith and fair dealing,express or implied, any theory of wrongful discharge, any legal restriction onthe Company’s right to terminate employment, or any federal, state or othergovernmental statute or ordinance, including, without limitation, Title VII ofthe Civil Rights Act of 1964, the federal Age Discrimination in Employment Act,the Americans with Disabilities Act, the Family and Medical 

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LeaveAct, the Washington Law Against Discrimination, or any other legal limitationon the employment relationship.

**5.9**   Disputeregarding existence of Good Reason 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 with Section 14hereof that Good Reason did not exist, and (iii) completion of thepayments required by Section 5.5 and Section 5.1(c) hereof. If,pursuant to Section 14 hereof, an arbitrator determines that Good Reasondid not exist, the arbitrator shall also decide whether the Executive had areasonable, good-faith basis for claiming that there was Good Reason toterminate. If the arbitrator determines that there was not such a basis, theExecutive shall be obligated to repay promptly to the Company the salarycontinuation payments; if the arbitrator determines that there was such abasis, the Executive shall not be obligated to repay the salary 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. TheExecutive agrees, if the Company requests, to submit to reasonable periodicmedical examinations by a physician or physicians designated, paid for andarranged by the Company. The Executive agrees that the examination’s medicalreport shall be provided to the Company.

**6.2**   NoViolation of Other Agreements

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

**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 Executiveunderstands that the Company will be relying on this covenant in continuing theExecutive’s employment, paying his compensation, granting him any promotions orraises, or entrusting him with any information that helps the Company competewith others.

**7.2**   Returnof 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 

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solelyfor the benefit of the Company, and shall be delivered to the Company by theExecutive upon termination of employment or at any other time upon request bythe 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 suchaction is taken, the party asserting the breach of this Agreement shall givethe other party at least twenty (20) days’ prior written notice of theexistence and the nature of such breach before taking further action hereunderand shall give the party purportedly in breach of this Agreement theopportunity to correct such breach during the twenty (20) day period.

**9.**                 Form ofNotice

Everynotice required by the terms of this Agreement shall be given in writing byserving the same upon the party to whom it was addressed personally or byregistered or certified mail, return receipt requested, at the address setforth below or at such other address as may hereafter be designated by noticegiven in compliance with the terms hereof:

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

 

Except as set forth in Section 4.4hereof, if notice is mailed, such notice shall be effective upon mailing.

**10.**          Assignment

This Agreement is personal to the Executive and shallnot be assignable by the Executive.

The Company shall assignto and require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all the business and/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.and any affiliated company or successor to its business and/or assets asaforesaid that assumes and agrees to perform this Agreement by contract,operation of law or otherwise; and as long as such successor assumes and agreesto perform this Agreement, the termination of the Executive’s employment by onesuch entity and the immediate hiring and continuation of the Executive’semployment by the succeeding entity shall not be deemed to constitute atermination or trigger any severance obligation under this Agreement. All theterms and provisions of this Agreement shall be binding upon and inure to thebenefit of and be enforceable by the parties hereto and their respectivesuccessors and permitted assigns.

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**11.**          Waivers

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

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

**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 oflaws.

**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 arbitration proceeding shall be conducted inaccordance with the Commercial Arbitration Rules of the AmericanArbitration Association (the “***AAA Rules***”)then in effect, conducted by one (1) arbitrator either mutually agreedupon or selected in accordance with the AAA Rules. The arbitration shall beconducted in King County, Washington, under the jurisdiction of the Seattleoffice of the American Arbitration Association. The arbitrator shall have authorityonly to interpret and apply the provisions of this Agreement, and shall have noauthority to add to, subtract from or otherwise modify the terms of thisAgreement. Any demand for arbitration must be made within sixty (60) days ofthe event(s) giving rise to the claim that this Agreement has beenbreached. The arbitrator’s decision shall be final and binding, and each partyagrees to be bound by the arbitrator’s award, subject only to an appealtherefrom in accordance with the laws of the State of Washington. Either partymay obtain judgment upon the arbitrator’s award in the Superior Court of KingCounty, Washington.

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

**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 effect in such jurisdiction and shall beliberally construed in order to carry out the intent of the parties hereto asnearly as may be possible, (b) such invalidity, illegality orunenforceability shall not affect the validity, legality or enforceability ofany other provision hereof, and 

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(c) anycourt or arbitrator having jurisdiction thereover shall have the power toreform such provision to the extent necessary for such provision to beenforceable under applicable law.

**16.**          CoordinationWith Change of Control Agreement

TheCompany and the Executive are contemporaneously with this Agreement enteringinto a Change of Control Agreement (the “***Change of ControlAgreement***”), which agreement provides for certain forms ofseverance and benefit payments in the event of termination of Executive’semployment under certain defined circumstances. This Agreement is in additionto the Change of Control Agreement, providing certain assurances to theExecutive 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 theExecutive may fall within the scope of both agreements. In such event, paymentsmade to the Executive under Section 5.1 hereof shall be coordinated withpayments made to the Executive under Section 8.1 of the Change of ControlAgreement as follows:

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

(b)   COBRA Continuation under this Agreement need not be provided ifprovided under the Change of Control Agreement; and

(c)   the severance payment required under Section 5.1(c) hereofneed not be paid during the first six (6) months of the PaymentPeriod if a severance payment is made under Section 8.1(d) of theChange of Control Agreement; provided that the remaining one-third balance ofthe severance payment required under Section 5.1(c) hereof shall bepaid during the Payment Period as provided herein.

**17.**          ExcessParachute Payments

Unless provided by Section 8.8of the Change of Control Agreement, if any portion of the payments or benefitsunder this Agreement or any other agreement or benefit plan of the Company(including stock options) would be characterized as an “excess parachutepayment” to the Executive under Section 280G of the Internal Revenue Codeof 1986, as amended (the “***Code***”), theExecutive shall be paid any excise tax that the Executive owes under Section 4999of the Code as a result of such characterization, such excise tax to be paid tothe Executive at least ten (10) days prior to the date that he isobligated to make the excise tax payment. The determination of whether and towhat extent any payments or benefits would be “excess parachute payments” andthe date by which any excise tax shall be due, shall be determined in writingby recognized tax counsel selected by the Company and reasonably acceptable tothe Executive.

**18.**          EntireAgreement

Except as described in Section 16hereof, this Agreement constitutes the entire agreement between the Company andthe Executive with respect to the subject matter hereof, and all prior orcontemporaneous oral or written communications, understandings or agreementsbetween the Company and the Executive with respect to such subject matter, arehereby superseded and nullified in their entireties, except that theProprietary Information and Invention Agreement between the Executive and the Companyshall continue in full force and effect to the extent not superseded by Section 10hereof.

**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.

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INWITNESS WHEREOF, the parties have executed and entered into this Agreementeffective on the date first set forth above.

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

 

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