Exhibit 10.22  PONIARD
PHARMACEUTICALS, INC. AMENDED
AND RESTATED CHANGE
OF CONTROL AGREEMENT (SENIOR
EXECUTIVE)  This Amended and Restated Change of Control
Agreement (Senior Executive) (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 RONALD MARTELL (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 May 7, 2007, 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)shall be 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:
  
  Ronald Martell[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/ Ronald MartellName: Ronald Martell  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