Exhibit 10.20  PONIARD PHARMACEUTICALS, INC.
AMENDED AND RESTATED
CHANGE OF CONTROL AGREEMENT (CEO)  This Amended and Restated
Change of Control Agreement (CEO) (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 GERALD MCMAHON (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           Offer Letter shall mean the offer letter
dated April 26, 2004 establishing Executives employment with the Company.  1.5           Original Agreement shall mean the Change of
Control Agreement, dated as of May 11, 2004, between the parties, as
attached to the Offer Letter.  1.6           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)
shall be for a period of two (2) years from the date of this Agreement as
first appearing above; provided, however, that this Agreement shall
automatically renew for successive additional two (2) 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  3.1          Employment 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.  3.2          Position
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.  3.3          Location  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.  3.4          Employment
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  2


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
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 hold board of
director positions with outside civic organizations or to spend a reasonable
amount of time fulfilling the duties of those positions, or to engage in other
outside activities permitted by the policies of the Company or as specifically
permitted by the Board, so long as such activities do not interfere with the
performance of the Executives duties hereunder.  Service on a board of directors for a
commercial entity will be subject to prior approval of the Board; however, the
Company acknowledges and agrees that the Executive has previously disclosed the
Executives appointment to the board of directors of Trellis Bioscience, Inc.  It is expressly understood and agreed that
such activities specifically approved or acquiesced in during the Employment
Period shall not 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:  5.1          Salary  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) 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 shall
review the Annual Base Salary at  3


least annually and shall determine in good faith and
consistent with any generally applicable Company policy any increases for
future years.  5.2          Bonus  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  6.1          Incentive,
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).  6.2          Expenses  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.  4


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 and
certain obligations under the Invention Agreement (as defined in Section 10.3
hereof) and the Offer Letter shall survive the termination of this Agreement
and the termination of the Executives employment with the Company:  7.1          By 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).  7.2          Automatic
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.  7.3          Notice 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.  5


7.4          Date 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 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.  8.1          Termination
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 eighteen months after the Date of
Termination or until the Executive qualifies for comparable medical and dental
insurance benefits from another employer,  6


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;  (d)           an amount as severance pay equal to
two (2) 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.  8.2          Termination
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.  8.3          Expiration
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.  8.4          Termination
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  7


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.  8.5          Payment
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 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.  8.6          Cause  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, 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 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;  8


(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.  8.7          Good 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.  9


8.8          Excess
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 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.  8.9          Release  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:  9.1          Health  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.  9.2          No
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


10.Nondisclosure; Return of
Materials  10.1        Nondisclosure  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.  10.2        Return 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.  10.3        Invention and Proprietary Information
Agreement  The parties have executed
concurrently with the Original Agreement the NeoRx Corporation Invention and
Proprietary Information Agreement, in the form attached to the Offer Letter as Exhibit C
(Invention Agreement)
and acknowledge that their respective obligations thereunder shall apply to the
entire period of Executives employment with the Company and shall survive the
execution of this Agreement, the termination of this Agreement and the
termination of the Executives employment with 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  11


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:
  
  Gerald McMahon[Address]If to the Company:
  
  Poniard
  Pharmaceuticals, Inc.300 Elliott Avenue
  West, Suite 500Seattle, Washington
  98119Attn: Corporate
  SecretaryWith 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.  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.  12


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.  Executive irrevocably consents to
the jurisdiction and venue of the state and federal courts located in King
County, Washington, and agrees not to bring any action, or seek to remove or
transfer any action, relating to this Agreement in or to any other court, other
than a state or federal court located in King County, Washington.  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  13


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 supercedes
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 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 and the Offer Letter to which
it and the Original Agreement are Exhibits shall continue in full force and
effect to the extent not specifically superseded herein.  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.  14


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  (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: Carloline LoewyIts: Chief Financial
  OfficerEXECUTIVEBy:
  /s/
  Gerald McMahonName:
  Gerald McMahon  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