Exhibit 10.17  PONIARD
PHARMACEUTICALS, INC.
AMENDED AND RESTATED
CHANGE OF CONTROL AGREEMENT (VP)  This Amended and Restated Change of Control Agreement
(VP) (this Agreement), dated as of March 3,
2008, is entered into by and between PONIARD PHARMACEUTICALS, INC., a
Washington corporation (formerly known as NeoRx Corporation and as supplemented
by Section 13, the Company),
and DAVID KARLIN (the Executive).  The Board of Directors of the Company (the Board)
has determined that it is in the best interests of the Company and its
shareholders to ensure that the Company will have the continued dedication of
the Executive, notwithstanding the possibility, threat or occurrence of a
Change of Control (as defined in Section 1 hereof) of the Company.  The Board believes it is imperative to
diminish the inevitable distraction of the Executive arising from the personal
uncertainties and risks created by a pending or threatened Change of Control,
to encourage the Executives full attention and dedication to the Company
currently and in the event of any threatened or pending Change of Control, and
to provide the Executive with reasonable compensation and benefit arrangements
upon a Change of Control.  In order to accomplish these objectives, the Board has caused the
Company to enter into this Agreement.  1.Definitions  1.1Change of Control shall have the definition set forth
in Appendix A hereto, which is hereby incorporated by reference.  1.2Change of Control Date shall mean the first date on
which a Change of Control occurs.  1.3Employment Period shall mean the two (2) year
period commencing on the Change of Control Date and ending on the second
anniversary of such date.  1.4Original Agreement shall mean the Change of Control
Agreement, dated as of June 23, 2005, between the parties.  1.5Severance Agreement shall mean the Amended and Restated
Key Executive Severance Agreement, dated as of the date hereof, between the
parties, as it may be amended from time to time, that provides for certain
benefits related to termination of the Executives employment that are
unrelated to a Change of Control.


2.Term  The initial term of this
Agreement(Initial Term) shallbe for a period
of one (1) year from the date this Agreement as first appearing above; provided,
however, that this Agreement shall automatically renew for successive
additional one (1) year periods (Renewal Terms)
unless notice of nonrenewal is given by either party to the other at least
ninety (90) days prior to the end of the Initial Term or any Renewal Term, and
provided further that if a Change in Control occurs during the Term, the Term
shall automatically extend for the duration of the Employment Period.  The Term of
this Agreement shall be the Initial Term plus all Renewal Terms and, if
applicable, the duration of the Employment Period.  At the end of the Term, this Agreement shall
terminate without further action by either the Company or the Executive.  3.Employment  3.1Employment
Period  During the Employment Period, the Company hereby agrees to continue the
Executive in its employ or in the employ of its affiliated companies, and the
Executive hereby agrees to remain in the employ of the Company or its
affiliated companies, in accordance with the terms and provisions of this Agreement;
provided, however, that either the Company or the Executive may terminate the
employment relationship subject to the terms of this Agreement.  3.2Position and
Duties  During the Employment Period, the Executives position, authority,
duties and responsibilities shall be at least commensurate in all material
respects with the most significant of those held, exercised and assigned at any
time during the ninety (90) day period immediately preceding the Change of
Control Date.  3.3Location  During the Employment Period, the Executives services shall be
performed at the Companys offices on the Change of Control Date at which the
Executive was employed or any office that is subsequently designated by the
Company and is less than thirty (30) miles from such location.  3.4Employment at
Will  The Executive and the Company acknowledge that, except as may otherwise
be provided under any other written agreement between the Executive and the
Company, the employment of the Executive by the Company or its affiliated
companies is at will and may be terminated by either the Executive or the
Company or its affiliated companies at any time with or without cause.  Moreover, if prior to the Change of Control
Date, the Executives  2


employment with the Company or its affiliated
companies terminates for any reason, then the Executive shall have no further
rights under this Agreement; provided, however, that the Company may not avoid
liability for any termination payments that would have been required during the
Employment Period pursuant to Section 8 hereof by terminating the
Executive prior to the Employment Period where such termination is carried out
in anticipation of a Change of Control and the principal motivating purpose is
to avoid liability for such termination payments.  4.Attention and
Effort  During the Employment Period, and excluding any periods of vacation and
sick leave to which the Executive is entitled, the Executive will devote all of
the Executives productive time, ability, attention and effort to the business
and affairs of the Company and the discharge of the responsibilities assigned
to the Executive hereunder, and will use the Executives reasonable best
efforts to perform faithfully and 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
educational institutions, (c) manage personal investments, or (d) engage
in activities permitted by the policies of the Company or as specifically
permitted by the Company, so long as such activities do not significantly
interfere with the performance of the Executives responsibilities in
accordance with this Agreement.  It is
expressly understood and agreed that to the extent any such activities have
been conducted by the Executive prior to the Employment Period, the continued
conduct of such activities (or the conduct of activities similar in nature and
scope thereto) during the Employment Period shall not thereafter be deemed to
interfere with the performance of the Executives responsibilities to the
Company.  5.Compensation  As long as the Executive remains employed by the Company during the
Employment Period, the Company agrees to pay or cause to be paid to the
Executive, and the Executive agrees to accept in exchange for the services
rendered hereunder by the Executive, the following compensation:  5.1Salary  The Executive shall receive an annual base salary (the Annual
Base Salary), at least equal to the annual salary established
by the Board or the Compensation Committee of the Board (the Compensation
Committee) or the Chief Executive Officer for the fiscal year
in which the Change of Control Date occurs. 
The Annual Base Salary shall be paid in substantially equal installments
and at the same intervals as the salaries of other executives of the Company
are paid.  The Board or the Compensation
Committee or the Chief Executive Officer shall review the Annual Base Salary at
least annually and shall determine in good faith and consistent with any
generally applicable Company policy any increases for future years.  3


5.2Bonus  In addition to the Annual Base Salary, the Executive shall be awarded,
for each fiscal year ending during the Employment Period, an annual performance
bonus (the Annual Performance Bonus) in
cash at least equal to the average annualized (for any fiscal year consisting
of less than twelve (12) full months) bonus paid or payable to the Executive by
the Company and its affiliated companies in respect of the Executives
performance during the three fiscal years (or such shorter period of
employment) immediately preceding the fiscal year in which the Change of
Control Date occurs.  Each Annual
Performance Bonus shall be paid in the fiscal year following the fiscal year
for which the Annual Performance Bonus is awarded, but no later than the
fifteenth day of the third month of such subsequent fiscal year, unless the
Executive shall elect to defer the receipt of the Annual Performance Bonus in
accordance with the terms of the Companys deferred compensation program.  6.Benefits  6.1Incentive,
Retirement and Welfare Benefit Plans; Vacation  As long as the Executive remains employed by the Company during the
Employment Period, the Executive shall be entitled to participate, subject to
and in accordance with applicable eligibility requirements, in such fringe
benefit programs as shall be generally made available to other executives of
the Company and its affiliated companies from time to time during the
Employment Period by action of the Board (or any person or committee appointed
by the Board to determine fringe benefit programs and other emoluments),
including, without limitation, paid vacations; any stock purchase, savings or
retirement plan, practice, policy or program; and all welfare benefit plans,
practices, policies or programs (including, without limitation, medical,
prescription, dental, disability, salary continuance, employee life, group
life, accidental death and travel accident insurance plans or programs).  6.2Expenses  As long as the Executive remains employed by the Company during the
Employment Period, the Executive shall be entitled to receive prompt
reimbursement for all reasonable employment expenses incurred by the Executive in
accordance with the policies, practices and procedures of the Company and its
affiliated companies in effect for the executives of the Company and its
affiliated companies during the Employment Period.  Without limitation on the foregoing,
reimbursement shall be made no later than the end of the fourth month of the
year following the year in which the expense was incurred.  7.Termination  During the Employment Period, employment of the Executive may be
terminated as follows, but, in any case, the nondisclosure provisions set forth
in Section 10 hereof shall survive the termination of this Agreement and
the termination of the Executives employment with the Company:  4


7.1By the Company
or the Executive  At any time during the Employment Period, the Company may terminate the
employment of the Executive with or without Cause (as defined below), and the
Executive may terminate the Executives employment for Good Reason (as defined
below) or for any reason, upon giving the Notice of Termination (as defined
below).  7.2Automatic
Termination  This Agreement and the Executives employment during the Employment
Period shall terminate automatically upon the death or Total Disability of the
Executive.  The term Total
Disability as used herein shall mean the Executives inability
(with such accommodation as may be required by law and which places no undue
burden on the Company), as determined by a physician selected by the Company
and acceptable to the Executive, to perform the duties set forth in Section 3.2
hereof for a period or periods aggregating twelve (12) weeks in any three
hundred sixty-five (365) day period as a result of physical or mental illness,
loss of legal capacity or any other cause beyond the Executives control,
unless the Executive is granted a leave of absence by the Board.  The Executive and the Company hereby acknowledge
that the duties specified in Section 3.2 hereof are essential to the
Executives position and that Executives ability to perform those duties is
the essence of this Agreement.  7.3Notice of
Termination  Any termination by the Company or by the Executive during the
Employment Period shall be communicated by the Notice of Termination to the
other party given in accordance with Section 12 hereof.  The term Notice of Termination
shall mean a written notice that (a) indicates the specific termination
provision in this Agreement relied upon and (b) to the extent applicable,
sets forth in reasonable detail the facts and circumstances claimed to provide
a basis for termination of the Executives employment under the provision so
indicated.  The failure by the Executive
or the Company to set forth in the Notice of Termination any fact or
circumstance that contributes to a showing of Good Reason or Cause shall not
waive any right of the Executive or the Company hereunder or preclude the
Executive or the Company from asserting such fact or circumstance in enforcing
the Executives or the Companys rights hereunder.  7.4Date of
Termination  During the Employment Period, Date of Termination
means (a) if the Executives employment is terminated by reason of death,
at the end of the calendar month in which the Executives death occurs, (b) if
the Executives employment is terminated by reason of Total
Disability, immediately upon a determination by the Company of the
Executives Total Disability, and (c) in all other cases, ten (10) days
after the date of personal delivery or mailing of the Notice of
Termination.  The Executives employment
and performance of services will continue during such ten (10) day period;
provided, however, that the Company  5


may, upon notice to the Executive and without
reducing the Executives compensation during such period, excuse the Executive
from any or all of the Executives duties during such period.  8.Termination
Payments  In the event of termination of the Executives employment during the
Employment Period, all compensation and benefits set forth in this Agreement
shall terminate except as specifically provided in this Section 8.  8.1Termination by
the Company Other Than for Cause or by the Executive for Good Reason  If during the Employment Period the Company terminates the Executives
employment other than for Cause or the Executive terminates the Executives employment
for Good Reason, the Executive shall be entitled to:  (a)receive payment
of the following accrued obligations (the Accrued Obligations):  (i)the Annual Base
Salary through the Date of Termination to the extent not theretofore paid;  (ii)the product of (x) the
Annual Performance Bonus payable with respect to the fiscal year in which the
Date of Termination occurs and (y) a fraction the numerator of which is
the number of days in the current fiscal year through the Date of Termination,
and the denominator of which is three hundred sixty-five (365);  (iii)any compensation
previously deferred by the Executive (together with accrued interest or
earnings thereon, if any); and  (iv)any accrued
vacation pay that would be payable under the Companys standard policy, in each
case to the extent not theretofore paid;  (b)for one year
after the Date of Termination or until the Executive qualifies for comparable
medical and dental insurance benefits from another employer, whichever occurs
first, the Company shall pay the Executives premiums for health insurance
benefit continuation for the Executive and the Executives family members, if
applicable, which the Company provides to the Executive under the provisions of
the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(COBRA), to the extent that the Company would have paid
such premiums had the Executive remained employed by the Company (such
continued payment is hereinafter referred to as COBRA
Continuation);  (c)an amount as
severance pay equal to one (1) times the Annual Performance Bonus payable
with respect to the fiscal year in which the Date of Termination occurs;  6


(d)an amount as
severance pay equal to one (1) times the Annual Base Salary for the fiscal
year in which the Date of Termination occurs; and  (e)immediate
vesting of all outstanding stock options previously granted to the Executive by
the Company.  8.2Termination for
Cause or Other Than for Good Reason  If during the Employment Period the Executives employment shall be terminated
by the Company for Cause or by the Executive for other than Good Reason, this
Agreement shall terminate without further obligation on the part of the Company
to the Executive, other than the Companys obligation to pay the Executive (a) the
Annual Base Salary through the Date of Termination, (b)  the amount of any
compensation previously deferred by the Executive in accordance with the terms
of the Companys deferred compensation program, and (c) any accrued
vacation pay that would be payable under the Companys standard policy, in each
case to the extent theretofore unpaid.  8.3Expiration of
Term  In the event the Executives employment is not terminated prior to
expiration of the Term, this Agreement shall terminate without further
obligation on the part of the Company to the Executive, other than the Companys
obligation to pay the Executive the product of (a) the Annual Performance
Bonus payable with respect to the fiscal year in which the Term expired and (b) a
fraction the numerator of which is the number of days in the current fiscal
year through the end of the Term and the denominator of which is three hundred
sixty-five (365).  Such payment will be
made in the fiscal year following the fiscal year in which the Term expired no
later than the fifteenth day of the third month of such subsequent fiscal year.  8.4Termination
Because of Death or Total Disability  If during the Employment Period the Executives employment is
terminated by reason of the Executives death or Total Disability, this Agreement
shall terminate automatically without further obligation on the part of the
Company to the Executive or the Executives legal representatives under this
Agreement, other than the Companys obligation to pay the Executive the Accrued
Obligations (which shall be paid to the Executives estate or beneficiary, as
applicable in the case of the Executives death), and to provide COBRA
Continuation.  8.5Payment
Schedule  All payments of Accrued Obligations, or any portion thereof payable
pursuant to this Section 8, other than deferred compensation pursuant to Section 8.1(a)(iii),
shall be made to the Executive within ten (10) working days of the Date of
Termination.  Deferred compensation
pursuant to Section 8.1(a)(iii) shall be payable pursuant to the terms
of the deferred compensation program.  Any
payments payable to the Executive pursuant to  7


Section 8.1(c) and (d) hereof
shall be made to the Executive in a lump sum within ten (10) working
days of the Date of Termination.  For
purposes of determining the payment schedule, other than for deferred
compensation pursuant to Section 8.1(a)(iii), to the extent that the
payment schedule in this Section 8.5 would subject payments to the
distribution requirements set forth in Section 409A(a)(2) of the
Internal Revenue Code of 1986, as amended (Code), because the Date of
Termination is different than the date that a person would be deemed to have
had a separation from service within the meaning of Code Section 409A(a)(2)(i),
the Date of Termination shall be treated as the latest date so as to not
subject such payments to the distribution requirements set forth in Code Section 409A(a)(2).  Notwithstanding the preceding provisions of
this Section 8, if necessary to meet the requirements of subparagraphs (A)(i) and
(B)(i) of Code Section 409A(a)(2), the amounts that would normally be
paid during the first six months after the Executives separation from service
within the meaning of Code Section 409A(a)(2) shall not be paid to an
Executive who is a specified employee (as defined in Code Section 409A(a)(2)(B)(i) in
accordance with the procedures established by the Compensation Committee) until
the six-month anniversary of the Executives separation from service.  8.6Cause  For purposes of this Agreement, Cause means cause
given by the Executive to the Company and shall include, without limitation,
the occurrence of one (1) or more of the following events:  (a)a clear refusal
to carry out any material lawful duties of the Executive or any directions of
the Board or senior management of the Company, all reasonably consistent with
the duties described in Section 3.2 hereof;  (b)persistent
failure to carry out any lawful duties of the Executive described in Section 3.2
hereof or any directions of the Board or senior management reasonably
consistent with the duties herein set forth to be performed by the Executive,
provided, however, that the Executive has been given reasonable notice and
opportunity to correct any such failure;  (c)violation by
the Executive of a state or federal criminal law involving the commission of a
crime against the Company or any other criminal act involving moral turpitude;  (d)current abuse
by the Executive of alcohol or controlled substances; deception, fraud,
misrepresentation or dishonesty by the Executive; or any incident materially
compromising the Executives reputation or ability to represent the Company
with investors, customers or the public; or  (e)any other
material violation of any provision of this Agreement by the Executive, subject
to the notice and opportunity-to-cure requirements of Section 11 hereof.  8


8.7Good Reason  For purposes of this Agreement, Good Reason means  (a)the assignment
to the Executive of any duties materially inconsistent with the Executives
position, authority, duties or responsibilities as contemplated by Section 3.2
hereof or any other action by the Company that results in a material diminution
in such position, authority, duties or responsibilities, excluding for this
purpose an isolated and inadvertent action not taken in bad faith and that is
remedied by the Company promptly after receipt of notice thereof given by the
Executive;  (b)any failure by
the Company to comply with any of the provisions of Section 5 or Section 6
hereof, other than an isolated and inadvertent failure not taken in bad faith
and that is remedied by the Company promptly after receipt of notice thereof
given by the Executive;  (c)the Companys
requiring the Executive to be based at any office or location other than that
described in Section 3.3 hereof;  (d)any failure by
the Company to comply with and satisfy Section 13 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 13
hereof; or  (e)any other
material violation of any provision of this Agreement by the Company;  provided, however, that the Executive has notified the Company of such
assignment, failure, situation or violation within ninety (90) days of its
occurrence and there has been compliance with the notice and
opportunity-to-cure requirements of Section 11 hereof.  8.8Excess
Parachute Limitation  If any portion of the payments or benefits for the Executive under this
Agreement, the Severance Agreement, or any other agreement or benefit plan of
the Company (including stock option plan) would be characterized as an excess
parachute payment to the Executive under Section 280G of the Internal
Revenue Code of 1986, as amended (the Code), the
Executive shall be paid any excise tax that the Executive owes under Section 4999
of the Code as a result of such characterization, such excise tax to be paid to
the Executive at least ten (10) days prior to the date that the Executive
is obligated to make the excise tax payment. 
The determination of whether and to what extent any payments or benefits
would be excess parachute payments and the date by which any excise tax shall
be due, shall be determined in writing by recognized tax counsel selected by
the Company and reasonably acceptable to the Executive.  Without limitation on the foregoing, the
payments made pursuant to this  9


Section 8.8 shall be made no later than
the end of the year following the year in which the Executive remits such
excise tax to the IRS.  8.9Release  As a condition to receiving the payments and benefits under this Section 8,
the Executive shall execute a general release and waiver of all claims against
the Company, which release and waiver shall be in a form acceptable to the
Company, in its reasonable discretion, and delivered to the Company no later
than the fifteenth day of the third month of the fiscal year following the year
in which the Date of Termination occurs.  9.Representations,
Warranties and Other Conditions  In order to induce the Company to enter into this Agreement, the
Executive represents and warrants to the Company as follows:  9.1Health  The Executive is in good health and knows of no physical or mental
disability that, with any accommodation that may be required by law and that
places no undue burden on the Company, would prevent the Executive from
fulfilling the Executives obligations hereunder.  The Executive agrees, if the Company
requests, to submit to reasonable periodic medical examinations by a physician
or physicians designated by, paid for and arranged by the Company.  The Executive agrees that the examinations
medical report shall be provided to the Company.  9.2No Violation of
Other Agreements  The Executive represents that neither the execution nor the performance
of this Agreement by the Executive will violate or conflict in any way with any
other agreement or obligations by which the Executive may be bound.  10.Nondisclosure;
Return of Materials  10.1Nondisclosure  Except as required by the Executives employment with the Company, the
Executive will not, at any time during the term of employment by the Company,
or at any time thereafter, directly, indirectly or otherwise, use, communicate,
disclose, disseminate, lecture upon or publish articles relating to any
confidential, proprietary or trade secret information without the prior written
consent of the Company.  The Executive
understands that the Company will be relying on this Agreement in continuing
the Executives employment, paying the Executive compensation, granting the
Executive any promotions or raises, or entrusting the Executive with any
information that helps the Company compete with others.  10


10.2Return of
Materials  All documents, records, notebooks, notes, memoranda, drawings or other
documents made or compiled by the Executive at any time, or in the Executives possession,
including any and all copies thereof, shall be the property of the Company and
shall be held by the Executive in trust and solely for the benefit of the
Company, and shall be delivered to the Company by the Executive upon
termination of employment or at any other time upon request by the Company.  11.Notice and Cure
of Breach  Whenever a breach of this Agreement by either party is relied upon as
justification for any action taken by the other party pursuant to any provision
of this Agreement, other than clause (a), (b), (c) or (d) of Section 8.6
hereof, before such action is taken, the party asserting the breach of this
Agreement shall give the other party at least twenty (20) days prior written
notice of the existence and the nature of such breach before taking further
action hereunder and shall give the party purportedly in breach of this
Agreement the opportunity to correct such breach during the twenty (20) day
period.  12.Form of
Notice  Every notice required by the terms of this Agreement shall be given in
writing by serving the same upon the party to whom it was addressed personally
or by registered or certified mail, return receipt requested, at the address
set forth below or at such other address as may hereafter be designated by
notice given in compliance with the terms hereof:  If to the Executive:
  David Karlin[Address]If to the Company:
  Poniard
  Pharmaceuticals, Inc.300 Elliott Avenue West,
  Suite 500Seattle, Washington 98119Attn: Chief Executive
  OfficerWith a copy to:
  Perkins Coie LLP1201 Third Avenue, 48th
  FloorSeattle, Washington
  98101-3099Attn: James R. Lisbakken  Except as set forth in Section 7.4 hereof, if
notice is mailed, such notice shall be effective upon mailing.  11


13.Assignment  This Agreement is personal to the Executive and shall not be assignable
by the Executive.  The Company shall assign to and require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all the business and/or assets of the Company to assume expressly
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession had
taken place.  As used in this Agreement, Company shall mean Poniard Pharmaceuticals, Inc. and
any successor to its business and/or assets as aforesaid that assumes and
agrees to perform this Agreement by operation of law, or otherwise.  All the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors and permitted assigns.  14.Waivers  No delay or failure by any party hereto in exercising, protecting or
enforcing any of its rights, titles, interests or remedies hereunder, and no
course of dealing or performance with respect thereto, shall constitute a
waiver thereof.  The express waiver by a
party hereto of any right, title, interest or remedy in a particular instance
or circumstance shall not constitute a waiver thereof in any other instance or
circumstance.  All rights and remedies
shall be cumulative and not exclusive of any other rights or remedies.  15.Amendments in
Writing  No amendment, modification, waiver, termination or discharge of any
provision of this Agreement, or consent to any departure therefrom by either
party hereto, shall in any event be effective unless the same shall be in
writing, specifically identifying this Agreement and the provision intended to
be amended, modified, waived, terminated or discharged and signed by the
Company and the Executive, and each such amendment, modification, waiver,
termination or discharge shall be effective only in the specific instance and
for the specific purpose for which given. 
No provision of this Agreement shall be varied, contradicted or
explained by any oral agreement, course of dealing or performance or any other
matter not set forth in an agreement in writing and signed by the Company and
the Executive.  16.Applicable Law  This Agreement shall in all respects, including all matters of
construction, validity and performance, be governed by, and construed and
enforced in accordance with, the laws of the State of Washington, without
regard to any rules governing conflicts of laws.  12


17.Arbitration;
Attorneys Fees  Except in connection with enforcing Section 10 hereof, for which
legal and equitable remedies may be sought in a court of law, any dispute
arising under this Agreement shall be subject to arbitration.  The arbitration proceeding shall be conducted
in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (the AAA Rules) then
in effect, conducted by one arbitrator either mutually agreed upon or selected
in accordance with the AAA Rules.  The
arbitration shall be conducted in King County, Washington, under the
jurisdiction of the Seattle office of the American Arbitration Association.  The arbitrator shall have authority only to
interpret and apply the provisions of this Agreement, and shall have no
authority to add to, subtract from or otherwise modify the terms of this
Agreement.  Any demand for arbitration
must be made within sixty (60) days of the event(s) giving rise to the
claim that this Agreement has been breached. 
The arbitrators decision shall be final and binding, and each party
agrees to be bound to by the arbitrators award, subject only to an appeal
therefrom in accordance with the laws of the State of Washington.  Either party may obtain judgment upon the
arbitrators award in the Superior Court of King, County, Washington.  If it becomes necessary to pursue or defend any legal proceeding,
whether in arbitration or court, in order to resolve a dispute arising under
this Agreement, the prevailing party in any such proceeding shall be entitled
to recover its reasonable costs and attorneys fees.  To the extent necessary to prevent Executive
from being subject to any additional tax pursuant to Code Section 409A(a)(1)(B),
any amounts payable to the Executive pursuant to this paragraph shall be paid
in no event later than the year following the year during which such costs and
fees were incurred.  18.Severability  If any provision of this Agreement shall be held invalid, illegal or
unenforceable in any jurisdiction, for any reason, including, without
limitation, the duration of such provision, its geographical scope or the
extent of the activities prohibited or required by it, then, to the full extent
permitted by law, (a) all other provisions hereof shall remain in full
force and effect in such jurisdiction and shall be liberally construed in order
to carry out the intent of the parties hereto as nearly as may be possible, (b) such
invalidity, illegality or unenforceability shall not affect the validity,
legality or enforceability of any other provision hereof, and (c) any
court or arbitrator having jurisdiction thereover shall have the power to
reform such provision to the extent necessary for such provision to be
enforceable under applicable law.  19.Entire
Agreement  This Agreement supersedes and replaces the Original Agreement, and
except as described in Section 23 hereof, this Agreement constitutes the
entire agreement between the Company and the Executive with respect to the
subject matter hereof, and all prior or contemporaneous oral or written
communications, understandings or agreements between the  13


Company and the Executive with respect to
such subject matter, are hereby superseded and nullified in their entireties,
except that the Proprietary Information and Invention Agreement between the
Company and the Executive shall continue in full force and effect to the extent
not superseded by Section 10 hereof.  20.Withholding  The Company may withhold from any amounts payable under this Agreement
such federal, state or local taxes as shall be required to be withheld pursuant
to any applicable law or regulation.  21.409A
Interpretation Provision  The Company
intends that this Agreement fully comply with the payout and other limitations
and restrictions imposed under Code Section 409A if and to the extent such
Code Section 409A is otherwise applicable to payments under this Agreement
and such compliance is necessary to avoid the penalties otherwise imposed under
Code Section 409A.  In this
connection, the Company and Executive agree that the payout timing provisions
and any other terms of this Agreement shall be interpreted and deemed modified,
if and to the extent necessary, to comply with the payout and other limitations
and restrictions imposed under Code Section 409A if and to the extent such
Code Section 409A is otherwise applicable to this Agreement and such
compliance is necessary to avoid the penalties otherwise imposed under Code Section 409A.  22.Counterparts  This Agreement may be executed in counterparts, each of which
counterparts shall be deemed an original, but all of which together shall
constitute one and the same instrument.  23.Coordination with
Severance Agreement  The Severance Agreement that the parties entered into provides for
certain forms of severance and benefit payments in the event of termination of
the Executives employment.  This
Agreement is in addition to the Severance Agreement and in no way supersedes or
nullifies the Severance Agreement. 
Nevertheless, it is possible that termination of employment by the
Company or by the Executive may fall within the scope of both agreements.  In such event, payments made to the Executive
under Section 8.1 hereof shall be coordinated with payments made to the
Executive under Section 5.1 of the Severance Agreement as follows:  (a)Accrued
Obligations under this Agreement shall be paid first, in which case Accrued
Obligations need not be paid under the Severance Agreement;  (b)COBRA
Continuation under this Agreement shall be provided first, in which case COBRA
Continuation need not be provided under the Severance Agreement; and  14


(c)the severance
payment required under Section 8.1(d) hereof shall be paid first, in
which case only that portion of any severance payment required under Section 5.1(c) of
the Severance Agreement that is in excess of the severance payment required
under Section 8.1(d) hereof shall be paid in accordance with the
provisions of the Severance Agreement.  IN WITNESS WHEREOF, the parties have executed and entered into this
Agreement effective on the date first set forth above.   PONIARD PHARMACEUTICALS, INC.By:
  /s/ Caroline LoewyName: Caroline LoewyIts:  Chief
  Financial OfficerEXECUTIVEBy:
  /s/ David KarlinName:  David Karlin  15


APPENDIX
A  For purposes of this Agreement, a Change of Control
shall mean:  (a)A Board Change that, for purposes of this Agreement,
shall have occurred if a majority (excluding vacant seats) of the seats on the
Board are occupied by individuals who were neither (i) nominated by a
majority of the Incumbent Directors nor (ii) appointed by directors so
nominated.  An Incumbent
Director is a member of the Board who has been either (i) nominated
by a majority of the directors of the Company then in office or (ii) appointed
by directors so nominated, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in former Rule 14a-11
of Regulation 14A promulgated under the Securities Exchange Act of 1934,
as amended (the Exchange Act)) or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person (as hereinafter defined) other than the Board; or  (b)The acquisition
by any individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act) (a Person) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of (i) twenty percent (20%) or more of either (A) the
then outstanding shares of Common Stock of the Company (the Outstanding
Company Common Stock) or (B) the combined voting power of
the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the Outstanding
Company Voting Securities), in the case of either (A) or (B) of
this clause (i), which acquisition is not approved in advance by a majority of
the Incumbent Directors, or (ii) thirty-three percent (33%) or more of
either (A) the Outstanding Company Common Stock or (B) the
Outstanding Company Voting Securities, in the case of either (A) or (B) of
this clause (ii), which acquisition is approved in advance by a majority of the
Incumbent Directors; provided, however, that the following acquisitions shall
not constitute a Change of Control:  (x) any
acquisition by the Company, (y) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, or (z) any acquisition by any
corporation pursuant to a reorganization, merger or consolidation, if,
following such reorganization, merger or consolidation, the conditions
described in clauses (i), (ii) and (iii) of subsection (c) of
this Appendix A are satisfied; or  (c)Approval by the
shareholders of the Company of a reorganization, merger or consolidation, in
each case, unless, immediately following such reorganization, merger or
consolidation, (i) more than sixty percent (60%) of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
reorganization, merger or consolidation and the combined voting power of the
then outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all the individuals and entities who were


the beneficial owners, respectively, of the
Outstanding Company Common Stock and the Outstanding Company Voting Securities
immediately prior to such reorganization, merger or consolidation in
substantially the same proportion as their ownership immediately prior to such
reorganization, merger or consolidation of the Outstanding Company Common Stock
and the Outstanding Company Voting Securities, as the case may be, (ii) no
Person (excluding the Company, any employee benefit plan (or related trust) of
the Company or such corporation resulting from such reorganization, merger or
consolidation and any Person beneficially owning, immediately prior to such
reorganization, merger or consolidation, directly or indirectly, thirty-three
percent (33%) or more of the Outstanding Company Common Stock or the
Outstanding Company Voting Securities, as the case may be) beneficially owns,
directly or indirectly, thirty-three percent (33%) or more of, respectively,
the then outstanding shares of common stock of the corporation resulting from
such reorganization, merger or consolidation or the combined voting power of
the then outstanding voting securities of such corporation entitled to vote
generally in the election of directors, and (iii) at least a majority of
the members of the board of directors of the corporation resulting from such
reorganization, merger or consolidation were the Incumbent Directors at the
time of the execution of the initial agreement providing for such
reorganization, merger or consolidation; or  (d)Approval by the
shareholders of the Company of (i) a complete liquidation or dissolution
of the Company or (ii) the sale or other disposition of all or substantially
all the assets of the Company, other than to a corporation with respect to
which immediately following such sale or other disposition, (A) more than
sixty percent (60%) of, respectively, the then outstanding shares of common
stock of such corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the
election of directors is then beneficially owned, directly or indirectly, by
all or substantially all the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and the
Outstanding Company Voting Securities immediately prior to such sale or other
disposition in substantially the same proportion as their ownership, immediately
prior to such sale or other disposition, of the Outstanding Company Common
Stock and the Outstanding Company Voting Securities, as the case may be, (B) no
Person (excluding the Company, any employee benefit plan (or related trust) of
the Company or such corporation and any Person beneficially owning, immediately
prior to such sale or other disposition, directly or indirectly, thirty-three
percent (33%) or more of the Outstanding Company Common Stock or the
Outstanding Company Voting Securities, as the case may be) beneficially owns,
directly or indirectly, thirty-three percent (33%) or more of, respectively,
the then outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors, and (C) at least
a majority of the members of the board of directors of such corporation were
approved by a majority of the Incumbent Directors at the time of the execution
of the initial agreement or action of the Board providing for such sale or
other disposition of the Companys assets.  2