**Exhibit 10.22**

**PONIARD PHARMACEUTICALS, 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., aWashington corporation (as supplemented by Section 10, the “***Company***”), and Ronald A. Martell (the “***Executive***”).

TheBoard of Directors of the Company (the “***Board***”) hasdetermined that it is in the best interests of the Company and its shareholdersto ensure that the 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.

Inorder to accomplish these objectives, the Board has caused the Company to enterinto this Agreement.

## **1.           Term**

Theinitial term of this Agreement (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**

TheExecutive and the Company acknowledge that, except as may otherwise be providedunder any other written agreement between the Executive and the Company, theemployment of the Executive by the Company or by any affiliated or successorcompany is “at will” and may be terminated by either the Executive or theCompany or its affiliated companies at any time with or without cause, subjectto the termination payments prescribed herein.

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## **3.           Attention and Effort**

Duringany period of time that the Executive remains in the employ of the Company, andexcluding any periods of vacation and sick leave to which the Executive isentitled, the Executive will devote all his productive time, ability, attentionand effort to the 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 in accordancewith this Agreement.  It is expresslyunderstood and agreed that to the extent any such activities have beenconducted by the Executive prior to the Term, the continued conduct of suchactivities (or the conduct of activities similar in nature and scope thereto)during the Term shall not thereafter be deemed to interfere with theperformance of the Executive’s responsibilities to the Company.

## **4.           Termination**

Duringthe Term, employment of the Executive may be terminated as follows, but, in anycase, the nondisclosure provisions set forth in Section 7 hereof shallsurvive the termination of this Agreement and the termination of theExecutive’s employment with the Company:

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

At anytime during the Term, the Company may terminate the employment of the Executivewith or without Cause (as defined below), and the Executive may terminate hisemployment for Good Reason (as defined below) or for any reason, upon givingNotice of Termination (as defined below).

### **4.2          Automatic Termination**

ThisAgreement and the Executive’s employment shall terminate automatically upon thedeath or Total Disability of the Executive. The term “***Total Disability***” as usedherein shall mean the Executive’s inability (with such accommodation as may berequired by law and which places no undue burden on the Company), as determinedby a physician selected by the Company and acceptable to the Executive, toperform the Executive’s essential duties for a period or periods aggregatingtwelve (12) weeks in any three hundred sixty-five (365) day period as a resultof physical or mental illness, loss of legal capacity or any other cause beyondthe Executive’s control, unless the Executive is granted a leave of absence bythe Board.

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### **4.3          Notice of Termination**

Anytermination by the Company or by the Executive during the Term shall becommunicated by Notice of Termination to the other party given in accordancewith Section 9 hereof.  The term “***Notice of 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**

“***Date of Termination***” means (a) if the Executive’semployment is terminated by reason of death, the last day of the calendar monthin which the Executive’s death occurs, (b) if the Executive’s employmentis terminated by reason of Total Disability, immediately upon adetermination by the Company of the Executive’s Total Disability, and(c) in all other cases, ten (10) days after the date of personal deliveryor mailing of the Notice of Termination. The Executive’s employment and performance of services will continueduring such ten (10) day period; provided, however, that the Company may, uponnotice to the Executive and without reducing the Executive’s compensationduring such period, excuse the Executive from any or all of his duties duringsuch period.

## **5.           Termination Payments**

In theevent of termination of the Executive’s employment during the Term, allcompensation and benefits shall terminate, except as specifically provided inthis Section 5.

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

Ifduring the Term the Company terminates the Executive’s employment other thanfor Cause or the Executive terminates his employment for Good Reason, theExecutive shall be entitled to:

(a)           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 Company shallpay the Executive’s premiums for health insurance benefit continuation for theExecutive and his family members, if applicable, that the Company provides tothe Executive under the provisions of the federal Consolidated Omnibus BudgetReconciliation Act of 1985, as amended (“***COBRA***”), to theextent 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 Than forGood Reason**

If during the Termthe Executive’s employment shall be terminated by the Company for Cause or bythe Executive for other than Good Reason, this Agreement shall terminatewithout further obligation on the part of the Company to the Executive, otherthan the Company’s obligation to pay the Executive the Accrued Obligations tothe extent theretofore unpaid.

### **5.3          Expiration of Term**

In theevent the Executive’s employment is not terminated prior to expiration of theTerm, this Agreement shall terminate without further obligation on the part ofthe Company to the Executive.

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

If theExecutive’s employment is terminated during the Term by reason of theExecutive’s death or Total Disability, this Agreement shall terminateautomatically without further obligation on the part of the Company to theExecutive or his legal representatives under this Agreement, other than theCompany’s obligation to pay the Executive the Accrued Obligations (which shallbe paid to the Executive’s estate or beneficiary, as applicable in the case ofthe Executive’s death) and to provide COBRA Continuation.

### **5.5          Payment Schedule**

Allpayments of Accrued Obligations, or any portion thereof payable pursuant tothis Section 5, shall be made to the Executive within ten (10) workingdays of the Date of Termination.  Anyseverance payments payable to the Executive pursuant to Section 5.1(c)shall be made to the Executive in the form of salary continuation, payable atnormal payroll intervals during the nine (9) month period following the Date ofTermination (“***Payment Period***”).

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### **5.6          Cause**

Forpurposes of this Agreement, “***Cause***” means causegiven 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 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**

Forpurposes of this Agreement, “***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 cityin which 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 noticefrom the Company or the Executive of the requirements of Section 10hereof; 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 acondition to the payment contemplated by Section 5.1(c), the Executive shallexecute a general release of claims against the Company in a form satisfactoryto the Company in its sole discretion. By way of example and not limitation, the general release of claims willinclude any claims for wages, bonuses, employment benefits, or damages of anykind whatsoever, arising out of any contracts, express or implied, any covenantof good faith and fair dealing, express or implied, any theory of wrongfuldischarge, any legal restriction on the Company’s right to terminateemployment, or any federal, state or other governmental statute or ordinance,including, without limitation, Title VII of the Civil Rights Act of 1964, thefederal Age Discrimination in Employment Act, the Americans with DisabilitiesAct, the Family and Medical Leave Act, the Washington Law AgainstDiscrimination, or any other legal limitation on the employment relationship.

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

In theevent the Company disputes whether Good Reason existed for the Executive toterminate his employment for Good Reason, the Company shall pay salarycontinuation as provided in Section 5.5 until the earliest of(i) settlement by the parties, (ii) determination by arbitration inaccordance with Section 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 OtherConditions**

Inorder to induce the Company to enter into this Agreement, the Executiverepresents and warrants to the Company as follows:

### **6.1          Health**

TheExecutive 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 undueburden on the Company, would prevent him from fulfilling his obligationshereunder.  The Executive agrees, if theCompany requests, to submit to reasonable periodic medical examinations by aphysician or 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**

TheExecutive represents that neither the execution nor the performance of thisAgreement by the Executive will violate or conflict in any way with any otheragreement by which the Executive may be bound.

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

### **7.1          Nondisclosure**

Exceptas required by his employment with the Company, the Executive will not, at anytime 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 ortrade secret information 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 entrustinghim with any information that helps the Company compete with others.

### **7.2          Return of Materials**

Alldocuments, records, notebooks, notes, memoranda, drawings or other documentsmade or compiled by the Executive at any time while employed by the Company, orin his possession, including any and all copies thereof, shall be the propertyof the Company and shall be held by the Executive in trust and solely for thebenefit of the Company, and shall be delivered to the Company by the Executiveupon termination of employment or at any other time upon request by theCompany.

## **8.           Notice and Cure of Breach**

Whenevera breach of this Agreement by either party is relied upon as justification forany action taken by the other party pursuant to any provision of thisAgreement, other than clause (a), (b), (c) or (d) of Section 5.6hereof, before such action is taken, the party asserting the breach of thisAgreement shall give the other party at least twenty (20) days’ prior writtennotice of the existence and the nature of such breach before taking further actionhereunder and shall give the party purportedly in breach of this Agreement theopportunity to correct such breach during the twenty (20) day period.

## **9.           Form of Notice**

Everynotice required by the terms of this Agreement shall be given in writing by servingthe same upon the party to whom it was addressed personally or by registered orcertified mail, return receipt requested, at the address set forth below or atsuch other address as may hereafter be designated by notice given in compliancewith the terms hereof:

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| If to the Executive: |   | Ronald A.  Martell                  |
|----------------------|--------|-------------------------------------|
|                 |   | 49 Wisteria Way                     |
|                 |   | Basking Ridge,  New Jersey 07920    |
|                 |   |                                |
| 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 4.4 hereof, ifnotice is mailed, such notice shall be effective upon mailing.

## **10.         Assignment**

ThisAgreement is personal to the Executive and shall not be assignable by theExecutive.

TheCompany shall assign to and require any successor (whether direct or indirect,by purchase, merger, consolidation or otherwise) to all or substantially allthe business and/or assets of the Company to assume expressly and agree toperform this Agreement in the same manner and to the same extent that theCompany would be required to perform it if no such succession had takenplace.  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 the succeedingentity shall not be deemed to constitute a termination or trigger any severanceobligation 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.

## **11.         Waivers**

Nodelay or failure by any party hereto in exercising, protecting or enforcing anyof its rights, titles, interests or remedies hereunder, and no course ofdealing or performance with respect thereto, shall constitute a waiverthereof.  The express waiver by a partyhereto of any right, title, interest or remedy in a particular instance orcircumstance shall not constitute a waiver thereof in any other instance orcircumstance.  All rights and remediesshall be cumulative and not exclusive of any other rights or remedies.

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## **12.         Amendments In Writing**

Noamendment, modification, waiver, termination or discharge of any provision ofthis 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 beamended, modified, waived, terminated or discharged and signed by the Companyand the Executive, and each such amendment, modification, waiver, terminationor discharge shall be effective only in the specific instance and for thespecific purpose for which given.  Noprovision of this Agreement shall be varied, contradicted or explained by anyoral agreement, course of dealing or performance or any other matter not setforth in an agreement in writing and signed by the Company and the Executive.

## **13.         Applicable Law**

ThisAgreement shall in all respects, including all matters of construction,validity and performance, be governed by, and construed and enforced inaccordance with, the laws of the State of Washington, without regard to anyrules governing conflicts of laws.

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

Exceptin connection with enforcing Section 7 hereof, for which legal andequitable remedies may be sought in a court of law, any dispute arising underthis Agreement shall be subject to arbitration. The arbitration proceeding shall be conducted in accordance with the CommercialArbitration Rules 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 theevent(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 itbecomes necessary to pursue or defend any legal proceeding, whether inarbitration or court, in order to resolve a dispute arising under thisAgreement, the prevailing party in any such proceeding shall be entitled torecover its reasonable costs and attorneys’ fees.

## **15.         Severability**

If anyprovision of this Agreement shall be held invalid, illegal or unenforceable inany jurisdiction, for any reason, including, without limitation, the durationof such provision, its geographical scope or the extent of the activitiesprohibited or required by it, then, to the full extent permitted by law,(a) all other provisions hereof 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 such provisionto the extent necessary for such provision to be enforceable under applicablelaw.

## **16.         Coordination With Change of ControlAgreement**

TheCompany and the Executive are contemporaneously with this Agreement enteringinto a Change of Control 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.         Excess Parachute Payments**

Unlessprovided by Section 8.8 of the Change of Control Agreement, if any portionof the payments or benefits under this Agreement or any other agreement orbenefit plan of the Company (including stock options) would be characterized asan “excess parachute payment” to the Executive under Section 280G of theInternal Revenue Code of 1986, as amended (the “***Code***”),the Executive 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 thathe is 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.         Entire Agreement**

Exceptas described in Section 16 hereof, this Agreement constitutes the entireagreement between the Company and the Executive with respect to the subjectmatter hereof, and all prior or contemporaneous oral or written communications,understandings or agreements between the Company and the Executive with respectto such subject matter, are hereby superseded and nullified in theirentireties, except that the Proprietary Information and Invention Agreementbetween the Executive and the Company shall continue in full force and effectto the extent not superseded by Section 10 hereof.

## **19.         Withholding**

The Company may withhold from any amounts payableunder this Agreement such federal, state or local taxes as shall be required tobe withheld pursuant to any applicable law or regulation.

## **20.         Counterparts**

ThisAgreement may be executed in counterparts, each of which counterpart shall bedeemed an original, but all of which together shall constitute one and the sameinstrument.

INWITNESS WHEREOF, the parties have executed and entered into this Agreementeffective on the date first set forth above.
|            | **PONIARD  PHARMACEUTICALS, INC.** |
|------------|------------------------------------|
|       |                               |   |
|       |                               |   |
|       | By:                                |   /s/  GERALD MCMAHON |   |
|       |                               | Name: Gerald  McMahon, Ph.D. |
|       |                               | Its: Chairman,  President and CEO |
|       |                               |   |
|       |                               |   |
| ** ** | **EXECUTIVE**                      |
|       |                               |   |
|       |                               |   |
|       | By:                                |   /s/  RONALD A. MARTELL |   |
|       |                               |   |
| :          | Name                               | Ronald A.  Martell |
|       |                               |   |
|            |                                    |  |  |  |  |

 

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