Exhibit 10.1


 


AMENDMENT TO ELLIOTT BAY OFFICE PARK OFFICE LEASE


 


THIS
AMENDMENT TO LEASE (“Amendment”) is made this 21st day of November, 2008, by
and between SELIG HOLDINGS COMPANY, LLC, a Washington limited liability company
(“Lessor”) and successor in interest to Selig Real Estate Holdings Six, a
Washington general partnership, and PONIARD PHARMACEUTICALS, INC., a Washington
corporation formerly known as NeoRx Corporation, Inc. (“Lessee”).


 


RECITALS


 


A.            Lessor’s predecessor in interest and Lessee
entered a lease agreement dated February 15, 2002 (the “Lease”), as
amended by letter dated July 21, 2006 to reflect Lessee’s change of name,
with respect to certain leasehold premises described as Suite 500 of
Elliott Bay Office Park, 300 Elliott Avenue West, Seattle, Washington 98119,
located on real property in the City of Seattle that is more particularly
described as follows:


 


Parcel A: 
All of Block 9, D.T. Denny’s Waterfront Addition to the City of Seattle,
according to the plat recorded in Volume 2 of Plats, Page 61, records of
King County, Washington; and


 


Parcel B: 
Block 161, Seattle Tidelands, records of King County, Washington.


 


The
leased premises consist of approximately 20,764 rentable square feet of space.


 


B.            The term of the Lease is for 84 months
commencing July 26, 2002.  The Lease
also grants to Lessee an option to renew the term of the Lease for an
additional term of five (5) years on the terms and conditions that are set
forth in the Lease.  The Lease is in full
force and effect.


 


C.            The parties desire to amend the Lease to
extend the initial term and adjust the rent for the remainder of the initial
term, and to confirm Lessee’s option to renew the term of the Lease as amended.


 


Now
therefore, for good and valuable consideration, the receipt and sufficiency of
which are acknowledged, the parties agree as follows:


 


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AGREEMENT


 


1.             Definitions


 


The
capitalized words used in this Amendment shall have the meanings ascribed to
them in the Lease unless specified otherwise.


 


2.             Initial Term
Extended; Rent for Remainder of Initial Term


 


Paragraphs 2 (“Term”), 3 (“Rent”) and 19 (“Operating Services and
Real Estate Taxes”) of the Lease are amended to conform to the following
agreement between Lessor and Lessee.  The
term of the Lease is extended to, and shall expire on, December 31,
2010.  Effective January 1, 2009 and
continuing through the expiration of the term, base rent to be paid by Lessee
pursuant to Paragraph 3 of the Lease shall be computed at the annual base
rental rate of $26.00 per rentable square foot. 
The foregoing annual base rental rate includes Lessee’s proportionate
share of Operating Services and Real Estate Taxes for calendar year 2009.
Accordingly, effective January 1, 2009 the Base Year for purposes of
Operating Services and Real Estate Taxes as set forth in Paragraph 19 of
the Lease shall be the calendar year 2009.


 


3.             Option to Renew


 


Lessee’s
option to renew set forth in Paragraph 43 of the Lease is ratified and
confirmed, except that the last sentence of the first paragraph of
Paragraph 43 is amended to read as follows:


 


“Lessee agrees to give Lessor notice of its
intent to renew six (6) months prior to the expiration of the initial
lease term.”


 


4.             Real Estate
Commission


 


Lessor acknowledges that Flinn Ferguson Corporate Real Estate
represented Lessee in this lease amendment transaction and agrees to pay a real
estate commission equivalent to $1.50 per rentable square foot of the Premises
to Flinn Ferguson, payable within thirty (30) days from full execution of this
lease amendment.


 


5.             Lease is Ratified


 


Except
to the extent expressly modified in this Amendment, the Lease remains in full
force and effect and is ratified and confirmed.


 


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IN
WITNESS WHEREOF this Amendment has been executed the day and year first above
set forth.


 


LESSOR:


 


	
  SELIG
  REAL ESTATE HOLDINGS SIX,

  	
   

  
	
  a
  Washington general partnership

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Martin Selig

  	
   

  
	
  Name: Martin Selig

  	
   

  
	
  Its: Managing Member

  	
   

  
			



 


 


	
  LESSEE:

  	
   

  
	
   

  	
   

  
	
  PONIARD PHARMACEUTICALS,
  INC.,

  	
   

  
	
  a Washington corporation

  	
   

  
	
  By: 

  	
  /s/ Anna Lewak Wight

  	
   

  
	
  Name: Anna Lewak Wight

  	
   

  
	
  Its: Vice President, Legal

  	
   

  
			



 


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  STATE OF WASHINGTON

  	
  )

  
	
   

  	
  ) ss.

  
	
  COUNTY OF KING

  	
  )

  



 


On
this 21st day of November, 2008, before me, a Notary Public in and for the
State of Washington, personally appeared MARTIN SELIG, to me known to be the
Managing Member of SELIG HOLDINGS COMPANY, LLC, the entity that executed the
foregoing instrument, and acknowledged said instrument to be the free and
voluntary act and deed of said entity for the uses and purposes therein
mentioned, and on oath stated that he is authorized to execute said instrument
on behalf of the entity.


 


 


	
   

  	
  /s/  Jill H. Brandt

  
	
   

  	
  (Signature of Notary)

  
	
   

  	
  [Notary Seal] Jill H. Brandt

  
	
   

  	
  (Print or stamp name of Notary)

  
	
   

  	
  NOTARY PUBLIC in and for the State

  
	
   

  	
  of Washington, residing at Sammamish.

  
	
   

  	
  My appointment expires: 11/8/12

  



 


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  STATE OF WASHINGTON

  	
  )

  
	
   

  	
  ) ss.

  
	
  COUNTY OF KING

  	
  )

  



 


On
this 21st day of November, 2008, before me, the undersigned, a Notary Public in
and for the State of Washington, duly commissioned and sworn, personally
appeared Anna Lewak Wight, to me known to be the person who signed as Vice
President, Legal of PONIARD PHARMACEUTICALS, INC., the corporation that
executed the within and foregoing instrument, and acknowledged said instrument
to be the free and voluntary act and deed of said corporation for the uses and
purposes therein mentioned, and on oath stated that she was duly elected,
qualified and acting as said officer of the corporation, that she was
authorized to execute said instrument and that the seal affixed, if any, is the
corporate seal of said corporation.


 


IN
WITNESS WHEREOF I have hereunto set my hand and official seal the day and year
first above written.


 


 


	
   

  	
  /s/ Julia A. Cross

  
	
   

  	
  (Signature of Notary)

  
	
   

  	
  [Notary Seal] Julia A. Cross

  
	
   

  	
  (Print or stamp name of Notary)

  
	
   

  	
  NOTARY PUBLIC in and for the State

  
	
   

  	
  of Washington, residing at Redmond, WA.

  
	
   

  	
  My appointment expires: 9/8/12.

  



 


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