Exhibit 10.1


 


ELLIOTT BAY OFFICE PARK


OFFICE LEASE


 


THIS LEASE, effective as of the last signature date hereof, by and
between SELIG HOLDINGS COMPANY, a Washington limited liability company, whose
address is 1000 Second Avenue, Suite 1800, Seattle, Washington,
98104-1046, hereinafter referred to as “Lessor” and PONIARD PHARMACEUTICALS, INC.,
hereinafter referred to as “Lessee”.


 


1.                                       DESCRIPTION,  Lessor in consideration of the agreements
contained in this lease, does hereby lease to Lessee, upon the terms and
conditions hereinafter set forth, that certain space consisting of the agreed
upon square footage* of 3,810 (hereinafter referred to as “Premises”) situated
on the 5th floor level of the Elliott Bay Office Park, 300 Elliott Avenue West,
City of Seattle, State of Washington 98119, the legal description of which is:


 


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, in King County,
Washington.


 


Parcel B:  Block 161,
Seattle Tidelands.


 


Suite 530


 






*Rentable square footage stated above is an estimate of the rentable
square footage and is based on the Building Owners and Managers Association
Standard Method for Measuring Area in Office Buildings (ANSI/BOMA Z65.1-1996).


 


2.                                       TERM,  The term of this lease shall be for a period
of twelve (12) months, commencing the Date of Occupancy (hereinafter defined)
which is approximately the 24th day of November, 2010, and ending twelve (12)  months thereafter.  “Date of Occupancy” shall be defined as (1) when
the Lessee has removed all its personal property and furnishings from its
former Selig leased location, hereinafter “Suite 500”, AND (2) Lessee
personnel have fully moved into and are conducting business in the
Premises.  Notwithstanding the foregoing,
Lessor shall allow Lessee to continue to occupy the Server Room in Suite 500
until December 6, 2010, or such earlier date that Lessee is able to move
its servers and personal property from such Server Room to the Premises;
and Lessor guarantees and will ensure that such Server Room will remain “secure”
and will not be accessible to its contractors, representatives or other third
parties, and that only Lessee shall have access to such Server Room.


 


In the event the Date of Occupancy is adjusted from the estimated date
set forth above, the lease term shall be extended in such a manner as to
reflect the delay occasioned by the Date of Occupancy.  In no event shall Lessor or Lessee be liable
for any damages due to adjustment of the Date of Occupancy.


 


3.                                       RENT,  Lessee covenants and agrees to pay Lessor
rent each month in advance on the first day of each calendar month.  Rent shall be computed at the annual base
rental rate of $23.00 per square foot. 
Rent for any fractional calendar month, at the beginning or end of the
term, shall be the pro rated portion of the rent computed on an annual basis.


 


4.                                       CONSIDERATION,  Lessee has previously paid to Lessor the sum
of $44,998.67 as lease consideration for its existing lease at Suite 500,
receipt of which is hereby acknowledged. 
The above amount, less $7,302.50, i.e. the equivalent of one (1) month’s
rent for the Premises, shall be given to Lessee as a rent credit to be used
during the initial months of this lease term. 
In the event Lessee fully complies with all the terms and conditions of
this lease, but not otherwise, the then remaining amount of $7,302.50 shall be
credited to the last month’s rental on the term of this lease.


 


5.                                       USES,  Lessee agrees that Lessee will use and occupy
said Premises for general offices and related purposes and for no other
purposes.


 


6.                                       RULES AND
REGULATIONS,  Lessee and
their agents, employees, servants or those claiming under Lessee will at all
times observe, perform and abide by all of the Rules and Regulations
printed on this instrument, or which may be hereafter promulgated by Lessor,
all of which it is covenanted and agreed by the parties hereto shall be and are
hereby made a part of this lease.


 


7.                                       CARE AND
SURRENDER OF PREMISES, 
Lessee shall take good care of the Premises and shall promptly make all
necessary repairs except those required herein to be made by Lessor.  At the expiration or sooner termination of
this lease, Lessee, without notice, will immediately and peacefully quit and
surrender the Premises in good order, condition and repair (damage by
reasonable wear, the elements, or fire excepted).  Lessee shall be responsible for removal of
all personal property from the Premises, 


 

















 


(excepting fixtures being that which is attached to the Premises, and
property of the Lessor) including, but not limited to, the removal of Lessee’s
communication cabling, telephone equipment and signage.  Lessee shall be responsible for repairing any
damage to the Premises caused by such removal. 
If Lessee fails to remove and restore the Premises at lease expiration,
then Lessor shall have the right to remove said property and restore the
Premises and Lessee shall be responsible for all costs associated
therewith.  Lessee shall also be
responsible for those costs incurred by Lessor for removing debris Lessee may
discard in the process of preparing to vacate the Premises and for a final
cleaning of the Premises, including, but not limited to, the cleaning, or
replacement of carpets if damage is not caused by reasonable wear, and removal
and disposal of Lessee’s personal property remaining in the Premises.


 


8.                                       ALTERATIONS,  Lessee shall not make any alterations or
improvements in, or additions to said Premises without first obtaining the
written consent of Lessor, whose consent shall not be unreasonably withheld,
conditioned or delayed.  All such
alterations, additions and improvements shall be at the sole cost and expense
of Lessee and shall become the property of Lessor and shall remain in and be
surrendered with the Premises as a part thereof at the termination of this
lease, without disturbance, molestation or injury.


 


9.                                       RESTRICTIONS,  Lessee will not use or permit to be used in
said Premises anything that will increase the rate of insurance on said
Building or any part thereof, nor anything that may be dangerous to life or
limb; nor in any manner deface or injure said Building or any part thereof; nor
overload any floor or part thereof; nor permit any objectionable noise or odor
to escape or to be emitted from said Premises, or do anything or permit
anything to be done upon said Premises in any way tending to create a nuisance
or to disturb any other tenant or occupant of any part of said Building.  Lessee, at Lessee’s expense, will comply with
all health, fire and police regulations respecting said Premises.  The Premises shall not be used for lodging or
sleeping, and no animals or birds will be allowed in the Building.


 


10.                                 WEIGHT
RESTRICTIONS,  Safes,
furniture or bulky articles may be moved in or out of said Premises only at
such hours and in such manner as will least inconvenience other tenants, which
hours and manner shall be at the discretion of Lessor.  No safe or other article of over 2,000 pounds
shall be moved into said Premises without the consent of Lessor, whose consent
shall not be unreasonably withheld, conditioned or delayed, and Lessor shall
have the right to locate the position of any article of weight in said Premises
if Lessor so desires.


 


11.                                 SIGN
RESTRICTION,  No sign,
picture, advertisement or notice shall be displayed, inscribed, painted or
affixed to any of the glass or woodwork of the Building without the prior
approval of Lessor.  Such approval shall
not be unreasonably withheld, conditioned or delayed.


 


12.                                 LOCKS,  No additional locks shall be placed upon any
doors of the Premises.  Keys will be
furnished to each door lock.  At the
termination of the lease, Lessee shall surrender all keys to the Premises
whether paid for or not.


 


13.                                 KEY,  Lessor, his janitor, engineer or other agents
may retain a pass key to said Premises to enable him to examine the Premises
from time to time with reference to any emergency or to the general maintenance
of said Premises.


 


14.                                 TELEPHONE
SERVICE,  If Lessee desires telephonic
or any other electric connection, Lessor will direct the electricians as to
where and how the wires are to be introduced, and without such directions no
boring or cutting for wires in installation thereof will be permitted.


 


15.                                 SERVICES,  Lessor shall maintain Premises and the public
and common area of Building, such as lobbies, stairs, corridor and restrooms,
in reasonably good order and condition except for damage occasioned by the act
of Lessee.


 


Lessor shall furnish Premises with electricity for lighting and
operation of low power usage office machines and personal computers, heat,
normal office air-conditioning, and elevator services, 24 hours per day, 7 days
per week.  Lessor will ensure, at its
cost, that the Server Room on the Premises is cooled to a temperature
required by Lessee to accommodate its approximately 23,500 BTU/hr load.  Lessor shall also provide lighting
replacement for Lessor furnished lighting, toilet room supplies, window washing
with reasonable frequency, and janitor service to the Premises and the common
areas of the Building, customary for Class A office buildings.


 


Lessor shall not be liable to Lessee for any loss or damage caused by
or resulting from any variation, interruption or any failure of said services
due to any cause whatsoever.  No
temporary interruption or failure of such services incident to the making of
repairs, alterations, or improvements, or due to accident or strike or
conditions or events not under Lessor’s control shall be deemed as an eviction
of Lessee or relieve Lessee from any of Lessee’s obligations hereunder.


 


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In the event of any lack of attention on the part of Lessor and any
dissatisfaction with the service of the Building, or any unreasonable annoyance
of any kind, Lessee is requested to make complaints at Lessor’s Building office
and not to Lessor’s employees or agents seen within the Building.  Lessee is further requested to remember that
Lessor is as anxious as Lessee that a high grade service be maintained, and
that the Premises be kept in a state to enable Lessee to transact business with
the greatest possible ease and comfort. 
The rules and regulations are not made to unnecessarily restrict
Lessee, but to enable Lessor to operate the Building to the best advantage of
both parties hereto.  To this end Lessor
shall have the right to waive from time to time such part or parts of these rules and
regulations as in his judgment may not be necessary for the proper maintenance
or operation of the Building or consistent with good service, and may from time
to time make such further reasonable rules and regulations as in his
judgment may be needed for the safety, care and cleanliness of the Premises and
the Building and for the preservation of order therein.


 


16.                                 SOLICITORS,  Lessor will make an effort to keep solicitors
out of the Building, and Lessee will not oppose Lessor in his attempt to
accomplish this end.


 


17.                                 FLOOR PLAN,  The floor plan and specifications for Lessee’s
occupancy shall be attached hereto and marked Exhibit “A” which shall be
approved by both Lessor and Lessee, both of whose approval shall not be
unreasonably withheld, conditioned or delayed.


 


18.                                 ASSIGNMENT/SUBLETTING,  Lessee shall be entitled to assign all or a
portion of the premises to any related entity, subsidiary or affiliate of
Lessee, or any successor entity related to Lessee by merger, consolidation or
reorganization, or a purchaser of all or substantially all of Lessee’s assets
without the consent of Lessor.  Further
assignment or subletting shall be with Lessor’s consent, which shall not be
unreasonably withheld.  Lessor and Lessee
shall split equally any sublease profits after deducting the reasonable costs
of subleasing.  Lessor shall have the
first right to recapture any such sublease space in order to accommodate the
expansion needs of other building tenants, should Lessee wish to sublease space
for the remainder of the lease term.


 


19.                                 OPERATING
SERVICES AND REAL ESTATE TAXES,  The annual base rental rate per rentable
square foot in Paragraph 3 includes Lessee’s proportionate share of Operating
Services and Real Estate Taxes for the first twelve months of the lease term, “Base
Year Costs”.  Only actual increases from
these Base Year Costs, if any, will be passed on to Lessee on a proportionate
basis.


 


DEFINITIONS


 


Base Year


 


For computing the Base Year Costs, the base year shall be the calendar
year stated herein or if a specific calendar year is not stated herein then the
base year shall be the calendar year in which the lease term commences.  The base year shall be the calendar year
2010.


 


Comparison Year


 


The Comparison Year(s) shall be the calendar year(s) subsequent
to the base year.


 


Operating Services


 


“Operating
Services” include, but are not limited to, the charges incurred by Lessor
for:  Building operation salaries,
benefits, management fee (currently 5%) of gross income for the Building,
insurance, electricity, janitorial, supplies, telephone, HVAC, repair and
maintenance, window washing, water and sewer, security, landscaping, disposal,
elevator, and any other service or supplies reasonably necessary to the use and
operation of the premises.  Operating
Services shall also include the amortization cost of capital investment items
and of the installation thereof, which are primarily for the purpose of safety,
saving energy or reducing operating costs, or which may be required by
governmental authority, (all such costs shall be amortized over the reasonable
life of the capital investment item, with the reasonable life and amortization
schedule being determined in accordance with generally accepted accounting
principles).  Notwithstanding anything to
the contrary contained herein, Operating Services shall not include any of the
following:


 


(i)                                     real estate
taxes


 


(ii)                                  legal fees,
auditing fees, brokerage commissions, advertising costs, or other related
expenses incurred by Lessor in an effort to generate rental income;


 


(iii)                               repairs,
alterations, additions, improvements, or replacements made to rectify or
correct any defect in the original design, materials or workmanship of the
Building or common areas (but


 


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not including repairs, alterations, additions, improvements or
replacements made as a result of ordinary wear and tear);


 


(iv)                              damage and
repairs attributable to fire or other casualty;


 


(v)                                 damage and
repairs necessitated by the negligence or willful misconduct of Lessor, Lessor’s
employees, contractors or agents;


 


(vi)                              executive
salaries to the extent that such services are not in connection with the management,
operation, repair or maintenance of the Building;


 


(vii)                           Lessor’s
general overhead expenses not related to the Building;


 


(viii)                        legal fees,
accountant’s fees and other expenses incurred in connection with disputes with
tenants or other occupants of the Building or associated with the enforcement
of the terms of any leases with tenants or the defense of Lessor’s title to or
interest in the Building or any part thereof unless the outcome is to the
financial benefit of all tenants;


 


(ix)                                costs (including
permit, license and inspection fees) incurred in renovating or otherwise
improving, decorating, painting or altering (1) vacant space (excluding
common areas) in the Building or (2) space for tenants or other occupants
in the Building and costs incurred in supplying any item or service to less
than all of the tenants in the Building;


 


(x)                                   costs incurred
due to a violation by Lessor or any other tenant of the Building of the terms
and conditions of a lease;


 


(xi)                                cost of any
specific service provided to Lessee or other occupants of the Building for
which Lessor is reimbursed (but not including Operating Services and Real
Estate Tax increases above Base Year Costs to the extent reimbursed Lessor) or
any other expense for which Lessor is or will be reimbursed by another source
(i.e., expenses covered by insurance or warranties);


 


(xii)                             costs and
expenses which would be capitalized under generally accepted accounting
principles, with the exception of the capital investment items specified
hereinabove;


 


(xiii)                          Building
management fees in excess of the management fees specified hereinabove;


 


(xiv)                         cost incurred
with owning and/or operating the parking lot(s) serving the Building by
independent parking operator(s).


 


(xv)                            fees paid to
Lessor or any affiliate of Lessor for goods or services in excess of the fees
that would typically be charged by unrelated, independent persons or entities
for similar goods and services;


 


(xvi)                         rent called for
under any ground lease or master lease;


 


(xvii)                      principal
and/or interest payments called for under any debt secured by a mortgage or
deed of trust on the Building; and


 


Operating Services shall be adjusted for the Base Year and all
Comparison Year(s) to reflect the greater of actual occupancy or 95%
occupancy.


 


Real Estate Taxes


 


Real Estate Taxes shall be the taxes paid by Lessor in the base year
and each respective Comparison Year. 
Real Estate Taxes shall be a separate category and shall be treated as
such.


 


Proportionate Basis


 


Lessee’s share of Base Year and Comparison Year(s) Costs shall be
a fraction, the numerator of which shall be the number of rentable square feet
contained in the leased Premises (see Paragraph 1) and the denominator of which
shall be the number of rentable square feet in the Building in which the leased
Premises are located (225,616/RSF).


 


Computation of Adjustments to Base Year Costs


 


Any adjustment to Base Year Costs will commence to occur in Month 13 of
the lease term with subsequent adjustments commencing every twelve months of
the lease term or in Months 25, 37, 49, etc. as 


 


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appropriate under the lease term. 
Lessee shall be responsible for any increase between Lessee’s
proportionate share of Base Year Costs and Lessee’s proportionate share of each
respective Comparison Year(s) Costs. 
The increase shall be the increase to each expense individually.  These costs shall be initially calculated
based on estimated (projected) costs with reconciliation to actual costs when
annual audited numbers are completed. 
For the purpose of calculating projected increases to Base Year Costs,
Lessor shall review historical data to predict if any estimated increases would
be anticipated in a Comparison Year(s). 
If they are, then commencing in Month 13 and/or every twelve month
period thereafter, Lessor will assess a monthly charge to be paid together with
monthly base rent.  Once actual cost data
for Comparison Year(s) Real Estate Taxes and Operating Services for the
entire Building is formulated in accordance with generally accepted accounting
principles and adjusted to the greater of actual occupancy or 95% occupancy,
then Lessee’s estimated pass-through costs shall be corrected with Lessee or
Lessor, as appropriate, reimbursing the other for the difference between the
estimated and actual costs, at that time in a lump sum payment.


 


Upon termination of this lease, the amount of any corrected amount
between estimated and actual costs with respect to the final Comparison Year
shall survive the termination of the lease and shall be paid to Lessee or
Lessor as appropriate within thirty (30) days after final reconciliation.


 


Computation of or adjustment to Operating Services and/or Real Estate
Taxes pursuant to this paragraph or to rent pursuant to Paragraph 3 shall be computed
based on a three hundred sixty-five (365) day year.


 


For an example, see Exhibit B attached hereto.


 


20.                                 ADDITIONAL
TAXES OR ASSESSMENTS,  Should
there presently be in effect or should there be enacted during the term of this
Lease, any law, statute or ordinance levying any assessments or any tax upon
the leased premises other than federal or state income taxes, Lessee shall
reimburse Lessor for Lessee’s proportionate share of said expenses at the same
time as rental payments.


 


21.                                 LATE PAYMENTS,  Any payment, required to be made pursuant to
this Lease, not made on the date the same is due shall bear interest at a rate
equal to three percent (3%) above the prime rate of interest charged from time
to time by Bank of America, or its successor.


 


In addition to any interest charged herein, a late charge of five
percent (5%) of the payment amount shall be incurred for payments received more
than five (5) days late.


 


22.                                 RISK,  All personal property of any kind or
description whatsoever in the demised Premises shall be at Lessee’s sole
risk.  Lessor shall not be liable for any
damage done to or loss of such personal property or damage or loss suffered by
the business or occupation of the Lessee arising from any acts or neglect of
co-tenants or other occupants of the Building, or of Lessor or the employees of
Lessor, or of any other persons, or from bursting, overflowing or leaking of
water, sewer or steam pipes, or from the heating or plumbing or sprinklering
fixtures, or from electric wires, or from gas, or odors, or caused in any other
manner whatsoever except in the case of negligence on the part of Lessor.  Lessee shall keep in force throughout the
term of this lease such casualty, general liability and business interruption
insurance as a prudent tenant occupying and using the Premises would keep in
force.


 


23.                                 INDEMNIFICATION,  Each party will defend, indemnify and hold
harmless the other party from any claim, liability or suit including reasonable
attorney’s fees on behalf of any person, persons, corporations and/or firm for
any injuries or damages occurring in or about the said Premises or on or about
the sidewalk, stairs, or thoroughfares adjacent thereto or any common areas of
the Building where said damages or injury was caused by the negligence or intentional
act of the indemnifying party, its agents, employees, servants, customers or
clients.


 


24.                                 WAIVER OF
SUBROGATION,  Lessee and
Lessor do hereby release and relieve the other, and waive their entire claim of
recovery for loss, damage, injury, and all liability of every kind and nature
which may arise out of, or be incident to, fire and extended coverage perils,
in, on, or about the Premises herein described, whether due to negligence of
either of said parties, their agents, or employees, or otherwise.


 


25.                                 SUBORDINATION,  This lease and all interest and estate of
Lessee hereunder is subject to and is hereby subordinated to all present and
future mortgages and deeds of trust affecting the Premises or the property of
which said Premises are a part.  Lessee
agrees to execute at no expense to the Lessor, any instrument which may be
deemed necessary or desirable by the Lessor to further effect the subordination
of this lease to any such mortgage or deed of trust.  In the event of a sale or assignment of Lessor’s
interest in the Premises, or in the event of any proceedings brought for the
foreclosure of, or in the event of exercise of the power of sale under any
mortgage or deed of trust made by Lessor covering the Premises, Lessee shall
attorn to the purchaser and recognize such purchaser as Lessor.  Lessee agrees to execute, at no expense to
Lessor, any estoppel certificate deemed necessary or desirable by Lessor to
further effect the provisions of this paragraph.


 


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26.                                 CASUALTY,  In the event the leased Premises or the said
Building is destroyed or injured by fire, earthquake or other casualty to the
extent that they are untenantable in whole or in part, then Lessor may, at
Lessor’s option, proceed with reasonable diligence to rebuild and restore the
said Premises or such part thereof as may be injured as aforesaid, provided
that within sixty (60) days after such destruction or injury Lessor will notify
Lessee of Lessor’s intention to do so, and during the period of such rebuilding
and restoration the rent shall be abated on the portion of the Premises that is
unfit for occupancy.  During any period
of abatement of rent due to casualty or destruction of the Premises, Lessor
shall use its best efforts to locate comparable space for Lessee at the fair
market rate not to exceed Lessee’s rental rate hereunder.  Lessor shall not be liable for any
consequential damages by reason of inability, after use of its best efforts, to
locate alternative space comparable to the premises leased hereunder.


 


27.                                 INSOLVENCY,  If Lessee becomes insolvent, or makes an
assignment for the benefit of creditors, or a receiver is appointed for the
business or property of Lessee, or a petition is filed in a court of competent
jurisdiction to have Lessee adjudged bankrupt, then Lessor may at Lessor’s
option terminate this lease.  Said
termination shall reserve unto Lessor all of the rights and remedies available
under Paragraph 28 (“Default”) hereof, and Lessor may accept rents from such assignee
or receiver without waiving or forfeiting said right of termination.  As an alternative to exercising his right to
terminate this lease, Lessor may require Lessee to provide adequate assurances,
including the posting of a cash bond, of Lessee’s ability to perform its
obligations under this lease.


 


28.                                 DEFAULT,  If this lease is terminated in accordance
with any of the terms herein (with the exception of Paragraph 27), or if Lessee
vacates or abandons the Premises (while in monetary default), or if Lessee
shall fail at any time to keep or perform any of the covenants or conditions of
this lease, i.e. specifically the covenant for the payment of monthly rent, and
if such default continues for more than five (5) days following written
notice from Lessor with respect to failure to pay rent, or more than thirty
(30) days following Lessor’s written notice with respect to any non-monetary
default,  then, and in any of such events
Lessor may with or without notice or demand, at Lessor’s option, and without
being deemed guilty of trespass and/or without prejudicing any remedy or
remedies which might otherwise be used by Lessor for arrearages or preceding
breach of covenant or condition of this lease, enter into and repossess said
Premises and expel the Lessee and all those claiming under Lessee.  In such event Lessor may eject and remove
from said Premises all goods and effects (forcibly if necessary).  This lease if not otherwise terminated may
immediately be declared by Lessor as terminated.  The termination of this lease pursuant to
this Article shall not relieve Lessee of its obligations to make the
payments required herein.  In the event
this lease is terminated pursuant to this Article, or if Lessor enters the
Premises without terminating this lease and Lessor relets all or a portion of
the Premises, Lessee shall be liable to Lessor for all the costs of reletting,
including necessary renovation and alteration of the leased Premises.  Lessee shall remain liable for all unpaid
rental which has been earned plus late payment charges pursuant to Paragraph 21
and for the remainder of the term of this lease for any deficiency between the
net amounts received following reletting and the gross amounts due from Lessee,
or if Lessor elects, Lessee shall be immediately liable for all rent and
additional rent (Paragraph 19) that would be owing to the end of the term, less
any rental loss Lessee proves could be reasonably avoided, which amount shall
be discounted by the discount rate of the Federal Reserve Bank, situated nearest
to the Premises, plus one percent (1%). 
Waiver by the Lessor of any default, monetary or non-monetary, under
this Lease shall not be deemed a waiver of any future default under the Lease.  Acceptance of rent by Lessor after a default
shall not be deemed a waiver of any defaults (except the default pertaining to
the particular payment accepted) and shall not act as a waiver of the right of
Lessor to terminate this Lease as a result of such defaults by an unlawful
detainer action or otherwise.


 


29.                                 BINDING EFFECT,  The parties hereto further agree with each
other that each of the provisions of this lease shall extend to and shall, as
the case may require, bind and inure to the benefit, not only of Lessor and
Lessee, but also of their respective heirs, legal representatives, successors
and assigns, subject, however, to the provisions of Paragraph 18 of this lease.


 


It is also understood and agreed that the terms “Lessor” and “Lessee”
and verbs and pronouns in the singular number are uniformly used throughout
this lease regardless of gender, number or fact of incorporation of the parties
hereto.  The typewritten riders or
supplemental provisions, if any, attached or added hereto are made a part of
this lease by reference.  It is further
mutually agreed that no waiver by Lessor of a breach by Lessee of any covenant
or condition of this lease shall be construed to be a waiver of any subsequent
breach of the same or any other covenant or condition.


 


30.                                 HOLDING OVER,  If Lessee holds possession of the Premises after
term of this lease, Lessee shall be deemed to be a month-to-month tenant upon
the same terms and conditions as contained herein, except rent which shall be
revised to reflect the then current market rate.  During month-to-month tenancy, Lessee acknowledges
Lessor will be attempting to relet the Premises.  Lessee agrees to cooperate with Lessor and
Lessee further acknowledges Lessor’s statutory right to terminate the lease
with proper notice.


 


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31.                                 ATTORNEY’S FEES,  If any legal action is commenced to enforce
any provision of this lease, the prevailing party shall be entitled to an award
of reasonable attorney’s fees and disbursements.


 


32.                                 NO
REPRESENTATIONS,  The Lessor
has made no representations or promises except as contained herein or in some
future writings signed by Lessor.


 


33.                                 QUIET ENJOYMENT,  So long as Lessee pays the rent and performs
the covenants contained in this lease, Lessee shall hold and enjoy the Premises
peaceably and quietly, subject to the provisions of this lease.


 


34.                                 RECORDATION,  Lessee shall not record this lease without
the prior written consent of Lessor, whose consent shall not be unreasonably
withheld, conditioned or delayed. 
However, at the request of Lessor, both parties shall execute a
memorandum or “short form” of this lease for the purpose of recordation in a
form customarily used for such purpose. 
Said memorandum or short form of this lease shall describe the parties,
the Premises and the lease term, and shall incorporate this lease by reference.


 


35.                                 MUTUAL
PREPARATION OF LEASE,  It is
acknowledged and agreed that this lease was prepared mutually by both
parties.  In the event of ambiguity, it
is agreed by both parties that it shall not be construed against either party
as the drafter of this lease.


 


36.                                 GOVERNING LAW,  This lease shall be governed by, construed
and enforced in accordance with the laws of the State of Washington.


 


37.                                 FINISH WORK,  The space is leased in its existing as-is
condition.  Any tenant improvements or
modifications to the space shall be with Lessor’s prior approval of drawings
and Lessee’s contractor.


 


38.                                 PARKING,  Lessee shall have the right, but not the
obligation, to two (2) parking stalls inside the building and two (2) outside
at market rate.  Further, for the month
of December, 2010, Lessee shall have the right, but not the obligation, to four
additional parking stalls inside the building, at market rent.  In the event additional inside parking is
available in 2011, Lessor will notify Lessee, and Lessee will have the right,
but not the obligation, to any additional inside parking stalls that Lessor
advises are available (at market rate) and on a month-to-month basis.


 


39.                                 RENEWAL OPTION,  Provided that Lessee is not in default under
any of the terms and conditions of its lease Lessee shall have the option to
renew this lease, for an additional period of three (3) years, on the same
terms and conditions, except rent.


 


Base rent for the renewal term shall be at the then reasonable market
rate for comparable office space in Seattle. 
Lessee agrees to give Lessor notice of its intent to renew ninety (90)
days prior to the expiration of the initial lease term.


 


40.                                 CANCELLATION
OPTION,  Lessee shall have the option,
at any time during the lease term to cancel and terminate this lease by giving
Lessor thirty (30) days prior written notice of its intention to do so.  The effective date of cancellation will be
the last day of the month following Lessor’s receipt of Lessee’s thirty (30)
day notice.  Due to the fact that Lessee
has prepaid several months rent in advance (as noted in Paragraph 4 hereof), in
the event Lessee exercises this cancellation option, and Lessee has rent credit
still remaining, then Lessor agrees that it shall refund such remaining credit
to Lessee within thirty (30) days after the effective date of such cancellation
hereunder.


 


41.                                 EXISTING LEASE,  Upon the Date of Occupancy of the Premises
herein at Suite 530, Lessee’s existing lease with Lessor at Suite 500
dated February 15, 2002 and as amended by Amendment dated November 21,
2008, for 20,764 square feet on the 5th floor of the
building, will be cancelled, and Lessor hereby releases Lessee from such
existing Lease at Suite 500 in all respects, and Lessor further
acknowledges that Lessee has fulfilled all its obligations under such Suite 500
lease.  In addition, Lessor acknowledges
that Lessee has paid the entire month’s rent for the month of November 2010
on Suite 500, and Lessor will refund to Lessee, such prorata portion of such
November rent, based on the Date of Occupancy, such sum to be paid to
Lessee within fifteen (15) days of such Date of Occupancy.  Notwithstanding the foregoing, Lessor agrees
that Lessee shall remain in sole possession of the Server Room at Suite 500
until December 6, 2010, or such earlier date that Lessee shall remove its
personal property from such Server Room (and give written notice to Lessor that
Lessee has vacated such Server Room). 
Lessee shall not be charged any rent or other charges for its continued
possession of such Server Room until December 6, 2010.


 


7

















 


IN WITNESS WHEREOF, the parties hereto have executed this lease
effective as of the last signature date below.


 


	
  SELIG
  HOLDINGS COMPANY,

  	
   

  	
   

  	
  PONIARD
  PHARMACEUTICALS, INC.

  
	
  a
  Washington limited liability company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
  November 22,
  2010

  	
   

  	
   

  	
  Dated:

  	
  November 24,
  2010

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  MARTIN SELIG

  	
   

  	
   

  	
  /s/
  MICHAEL K. JACKSON

  
	
  By:

  	
  Martin
  Selig

  	
   

  	
  By:

  	
  Michael
  K. Jackson

  
	
  Its:

  	
  Managing
  Member

  	
   

  	
  Its:

  	
  Interim
  CFO

  
	
   

  	
   

  	
   

  
	
  “Lessor”

  	
   

  	
  “Lessee”

  



 


 


ATTACHMENT


 


8

















 


	
  STATE
  OF WASHINGTON

  	
  )

  
	
   

  	
  )      ss.

  
	
  COUNTY
  OF KING

  	
  )

  



 


On
this 22nd day of November, 2010, before me, a Notary Public in and for the
State of Washington, personally appeared MARTIN SELIG, to me known to be the
Managing Member respectively, of SELIG HOLDINGS COMPANY, L.L.C. 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/
  Judith Brandt

  	
   

  
	
   

  	
  Notary
  Public in and for the State of Washington

  	
   

  
	
   

  	
  Residing
  at:

  	
  Sammamish

  	
   

  
	
   

  	
  My
  commission expires:

  	
  11-8-12

  	
   

  
	
  (Individual)

  	
   

  
	
   

  	
   

  
	
  STATE
  OF

  	
  )

  
	
   

  	
  )      ss.

  
	
  COUNTY
  OF

  	
  )

  
					



 


On
this          day of
                        ,
20      , before me, a Notary Public in and for
the State of
                            ,
personally appeared                                       ,
the individual(s) who executed the within and foregoing instrument, and
acknowledged said instrument to be his/her/their free and voluntary act and
deed for the uses and purposes therein mentioned.


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary
  Public in and for the State of 

  	
   

  	
   

  
	
   

  	
  Residing
  at:

  	
   

  	
   

  
	
   

  	
  My
  commission expires:

  	
   

  	
   

  
	
  (Partnership)

  	
   

  
	
   

  	
   

  
	
  STATE
  OF

  	
  )

  
	
   

  	
  )      ss.

  
	
  COUNTY
  OF

  	
  )

  
						



 


On
this          day of
                        ,
20      , before me, a Notary Public in and for
the State of
                            ,
personally appeared
                                      ,
to me known to be partner(s) of
                                                            ,
the partnership that executed the foregoing instrument, and acknowledged said
instrument to be the free and voluntary act and deed of said partnership, for
the uses and purposes therein mentioned, and on oath stated that he/she/they
is/are authorized to execute said instrument on behalf of the partnership.


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary
  Public in and for the State of 

  	
   

  	
   

  
	
   

  	
  Residing
  at:

  	
   

  	
   

  
	
   

  	
  My
  commission expires:

  	
   

  	
   

  
	
  (Corporation)

  	
   

  
	
   

  	
   

  
	
  STATE
  OF WASHINGTON

  	
                               )

  
	
   

  	
  )      ss.

  
	
  COUNTY
  OF KING

  	
               )

  
						



 


On
this 24th day of November, 2010, before me, a Notary Public in and for the
State of Washington, personally appeared Michael K. Jackson, to me known to be
the Interim CFO, respectively, 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
he/she/they is/are authorized to execute said instrument and that the seal
affixed is the corporate seal of said corporation.


 


	
  /s/ Julia Cross

  	
   

  
	
  Notary
  Public in and for the State of

  	
  Washington

  	
   

  
	
  Residing
  at: 

  	
  Redmond,
  WA

  	
   

  
	
   

  	
  My
  commission expires:

  	
  9-8-12

  	
   

  



 

















 


EXHIBIT A


 


[FLOOR PLAN]


 

















 


EXHIBIT B


 


EXAMPLE


 


The intent is to include Lessee’s proportionate share of all Base Year
Costs in Lessee’s Annual Base Rental Rate. 
It is further the intent to limit adjustments to Lessee’s Base Year
Costs to actual increases in cost.  The
Operating Services are adjusted to the greater of actual occupancy or 95%
occupancy for the base year to fairly establish the Base Year Costs at an
equitable standard for comparison purposes. 
Comparison Years are similarly adjusted for purposes of fairness and
equality.  To prevent any confusion
regarding computation of Base Year Costs, Comparison Year Costs and the
adjustment of those costs to 95% occupancy, if necessary, we have set forth the
following example.  It is important to
note that if adjustment to 95% occupancy is necessary, not all Operating
Services are adjusted.


 


Expenses requiring adjustment are those which are 100% dependent upon
the change in footage and adjust with the change in occupied footage.  This category includes electricity,
water/sewer, superintendent, disposal, management, janitorial supplies, window
washing, repair and maintenance, HVAC maintenance, and janitorial labor.


 


Other expenses do not require adjustment nor are they dependent upon
occupied footage change.  These
categories are the same whether the Building is empty or full.  They are, insurance, security, elevator,
landscaping and telephone.


 


Real Estate Taxes are dependent upon independent assessment.  Real Estate Taxes are not adjusted to 95%,
but are established for each respective year based on the actual tax paid
whether for the respective Base Year or each subsequent Comparison Year(s).


 


Please note the expenses noted below which are and are not adjusted and
the adjustment to each expense to achieve 95% occupancy, if necessary.  The method of adjusting expenses depicted in
the example will be followed when adjusting actual Operating Service Expenses
for both the Base Year and Comparison Year(s).


 


HYPOTHETICAL FACTS


 


	
  Building
  Occupancy:

  	
   

  	
  80%

  
	
  Actual
  Base Year Costs:

  	
   

  	
  $375,000

  
	
  Grossed
  Base Year Costs to 95%:

  	
   

  	
  $440,000

  
	
  Actual
  Comparison Year Costs: (see below)

  	
   

  	
  $405,440

  
	
  Grossed
  Comparison Year Costs to 95%: (see below)

  	
   

  	
  $463,080

  
	
  Tenant
  Premises:

  	
   

  	
  10,000
  RSF

  
	
  Building
  RSF:

  	
   

  	
  125,000
  RSF

  
	
  Tenant
  Proportionate Basis:

  	
   

  	
  10,000
   ̧ 125,000 = 8%

  



 


EXAMPLE


 


	
   

  	
   

  	
  Actual

  	
   

  	
  Grossed

  	
   

  	
   

  
	
  Description

  	
   

  	
  Expenses

  	
   

  	
  Expenses

  	
   

  	
  Methodology

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Percent
  Occupied

  	
   

  	
  80.00

  	
  %

  	
  95.00

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Real
  Estate Taxes

  	
   

  	
  $

  	
  54,854

  	
   

  	
  $

  	
  54,854

  	
   

  	
  Actual
  Cost

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating
  Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Insurance

  	
   

  	
  $

  	
  26,595

  	
   

  	
  $

  	
  26,595

  	
   

  	
  Actual
  Cost

  
	
  Electricity

  	
   

  	
  $

  	
  69,358

  	
   

  	
  $

  	
  82,363

  	
   

  	
  Adjusts
  with occupancy

  
	
  Water &
  Sewer

  	
   

  	
  $

  	
  4,945

  	
   

  	
  $

  	
  5,872

  	
   

  	
  Adjusts
  with occupancy

  
	
  Security

  	
   

  	
  $

  	
  5,000

  	
   

  	
  $

  	
  5,000

  	
   

  	
  Actual
  Cost

  
	
  Elevator

  	
   

  	
  $

  	
  7,526

  	
   

  	
  $

  	
  7,526

  	
   

  	
  Actual
  Cost

  
	
  Superintendent

  	
   

  	
  $

  	
  82,869

  	
   

  	
  $

  	
  98,407

  	
   

  	
  Adjusts
  with occupancy

  
	
  Landscaping

  	
   

  	
  $

  	
  2,912

  	
   

  	
  $

  	
  2,912

  	
   

  	
  Actual
  Cost

  
	
  Disposal

  	
   

  	
  $

  	
  15,502

  	
   

  	
  $

  	
  18,409

  	
   

  	
  Adjusts
  with occupancy

  
	
  Management

  	
   

  	
  $

  	
  41,680

  	
   

  	
  $

  	
  49,495

  	
   

  	
  Adjusts
  with occupancy

  
	
  Supplies

  	
   

  	
  $

  	
  4,339

  	
   

  	
  $

  	
  5,153

  	
   

  	
  Adjusts
  with occupancy

  
	
  Window
  Washing

  	
   

  	
  $

  	
  1,527

  	
   

  	
  $

  	
  1,813

  	
   

  	
  Adjusts
  with occupancy

  
	
  Repairs &
  Maintenance

  	
   

  	
  $

  	
  24,333

  	
   

  	
  $

  	
  28,895

  	
   

  	
  Adjusts
  with occupancy

  
	
  Telephone

  	
   

  	
  $

  	
  1,144

  	
   

  	
  $

  	
  1,144

  	
   

  	
  Actual
  Cost

  
	
  HVAC
  Maintenance

  	
   

  	
  $

  	
  6,208

  	
   

  	
  $

  	
  7,372

  	
   

  	
  Adjusts
  with occupancy

  
	
  Janitorial

  	
   

  	
  $

  	
  56,648

  	
   

  	
  $

  	
  67,270

  	
   

  	
  Adjusts
  with occupancy

  
	
  TOTALS:

  	
   

  	
  $

  	
  405,440

  	
   

  	
  $

  	
  463,080