Exhibit 10.2


 


Amendment Two


to


Consulting Agreement


 


This Amendment Two,
effective March 11, 2010, is made between Poniard
Pharmaceuticals, Inc. (hereinafter referred to as “Poniard”), 300 Elliott Avenue West, Suite 500, Seattle,
Washington 98119, and Gary A. Lyons
(hereinafter referred to as “Consultant”),
1344 Stratford Court, Del Mar, California 92014.


 


WHEREAS, Poniard and
Consultant are parties to a Consulting Agreement effective April 1, 2009,
as amended by Amendment One dated July 11, 2009 (the “Consulting
Agreement”);


 


WHEREAS, Poniard has
requested further services from Consultant and Consultant has agreed to provide
the same; and


 


WHEREAS, the parties desire
to amend the Consulting Agreement upon the terms and conditions set forth
herein.


 


NOW, THEREFORE, the parties agree as follows:


 


1.  The term of the Consulting
Agreement shall be extended to July 11, 2011.


 


2.  Paragraphs 3 and 4 of the
Consulting Agreement shall be amended and replaced in their entirety with the
following:


 


“3.  General Purpose.  The general purpose of this Agreement is to
engage Consultant to provide business development consulting services to
Poniard, upon Poniard’s request.  To the
extent Poniard requests services, Consultant shall be available and provide
services to Poniard not less than twenty-five percent (25%) of full-time service,
provided, however, it is recognized that over the term of this Agreement
Consultant’s services are expected to average approximately twenty-five percent
(25%) of full-time service.  Consultant’s
services shall be performed in conformance with professional standards for
performing services of a similar kind.


 


4.  Compensation.  For consulting services commencing March 11,
2010, Poniard shall pay Consultant the sum of $10,000 per month (prorated for
any partial months) upon receipt of an Invoice for the prior month’s services
directed to the attention of Accounts Payable at Poniard, with electronic courtesy
copy to Ronald Martell.  Should Poniard
request consulting services in excess of 25% of full-time service, as set forth
above, Consultant shall be compensated an additional $2,000 per day for such
additional days.  The Invoice shall
provide a general description of the services rendered for such period, and
Poniard shall provide payment within thirty days of receipt of such
Invoice.  In addition, Poniard shall
reimburse Consultant for actual and necessary out-of-pocket expenses 


 

















 


incurred, where such
expenses are necessary and related to services rendered under this Agreement;
such expenses should be billed in the same Invoice submitted for services.  In the event of early termination as provided
for in Paragraph 2 hereof, Consultant shall invoice (and Poniard shall pay) for
services and expenses incurred through the date that notice is received.  In addition, Consultant has received 170,000
restricted stock units pursuant to the terms (including vesting) of a Restricted
Stock Unit Award Notice and Restricted Stock Unit Award Agreement.”


 


3.  Except as amended by the
terms of this Amendment Two, the Consulting Agreement shall remain in full
force and effect.


 


IN WITNESS WHEREOF, the
parties have executed this Amendment Two as of the date first above written.


 


 


	
  Poniard
  Pharmaceuticals, Inc.

  	
  Gary
  A. Lyons

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Anna Lewak Wight

  	
   

  	
  /s/
  Gary A. Lyons

  
	
   

  	
  Anna
  Lewak Wight

  	
   

  	
   

  
	
   

  	
  Vice
  President, Legal

  	
   

  	
   

  



 


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