**Exhibit 10.6**

**PONIARD PHARMACEUTICALS, INC.NONQUALIFIED STOCK OPTION AGREEMENTUNDER THE RESTATED 2004 INCENTIVE COMPENSATION PLAN**

**(Nonemployee Directors)**

THIS AGREEMENT is made betweenPoniard Pharmaceuticals, Inc. (“Poniard”) and **«Name»**.  Capitalized terms not explicitly defined inthis Agreement but defined in the Poniard Pharmaceuticals, Inc. 2004 IncentiveCompensation Plan (the “Plan”) shall have the same definitions as in the Plan.

**Grant Date**.  The effective date of this Agreement is **«Date»** (the “Grant Date”).

**Grant**.  The Board of Directors hereby grants to youan Option to purchase **«Shares»** shares(the “Shares”) of Poniard Common Stock at the Option price of $**«Price»** per share (the “Option”).  The Option is granted pursuant to the StockOption Grant Program for Nonemployee Directors (the “Program”) under the Planand is subject to the terms and conditions of the Program and the Plan.

**Nonqualified Stock Option**. This Option is granted as a nonqualified stock option, which is notintended to qualify as an “incentive stock option” as that term is used underSection 422 of the Internal Revenue Code of 1986, as amended.

**Term**.  The term of the Option is ten years from theGrant Date, unless sooner terminated.

**Exercise**.  During your lifetime only you or a permittedtransferee or assignee can exercise the Option. The Plan permits exercise of the Option by the personal representativeof your estate or the beneficiary thereof following your death.

**Termination of Option**.  The unvested portion of theOption will terminate automatically and without further notice immediately upontermination of your service as a member of the Board of Directors of Poniard (a“Director”) for any reason.  The vestedportion of the Option will remain exercisable for five years after the date youcease to be a Director or until the date the Option expires by its terms,whichever is earlier.

**It is your responsibility to be aware of the date onwhich the Option terminates and is no longer exercisable.**

**Vesting and Exercisability**.  Subject to your continuousservices as a Director, fifty percent (50%) of the Option will vest and becomeexercisable immediately following the **«Mt1»** annualmeeting of shareholders.  Subject to yourcontinuous services as a Director, the remaining fifty percent (50%) of theOption will vest and become exercisable immediately following the **«Mt2»** annual meeting of shareholders.

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**Terms of Payment**.  The Option price must be paid in full at thetime of exercise in cash or by check acceptable to the Compensation Committee orto the extent permitted by the Compensation Committee, in Poniard Common Stock(which generally must have been held for at least six months), delivery of anexercise notice, together with irrevocable instructions to a broker to deliverto Poniard the amount of proceeds necessary to pay the exercise price, or anyother form of consideration permitted by the Compensation Committee, or a combination thereof, as theCompensation Committee may determine. Common Stock delivered as full or partial payment upon exercise will bevalued at the fair market value of the Common Stock.  In addition, you must pay or otherwise makeprovision for any applicable tax withholding amounts that may become due onexercise before Poniard will be obligated to issue any Shares to you.

**Dividend, Stock Split, Combination or Reclassification**.  If, fromtime to time, during the term of this Agreement, there is any stock dividend,stock split, combination of shares, or reclassification of the outstandingCommon Stock, then any and all new, substituted or additional shares to whichyou are entitled by reason of this Agreement will be included in the word“Shares” for all purposes of this Agreement with the same force and effect asthe Shares presently subject to this Agreement and there will be acorresponding adjustment to the price for each Share.

**Acceptance and Acknowledgment**.  By your signature below, youaccept the Option described above and in the Plan and the Program, andacknowledge receipt of a copy of this Agreement, the Plan, the Program and thePlan Summary.  You also acknowledge thatyou have read and understand the Plan and the Program, including the provisionsof Section 13 of the Plan.
|        |   | PONIARD PHARMACEUTICALS, INC. |
|--------|--------|-------------------------------|
|   |   |                          |
|   |   |                          |
|   |   | By:                           |   |
|   |   |                          | Anna Lewak Wight |
|   |   |                          | Vice President, Legal |
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|   |   | PARTICIPANT:                  |
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|   |   | Signature:                    |   |
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|   |   | Date:                         |   |
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|   |   | Address:                      |   |
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|   |   | Taxpayer I.D.:                |   |
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