Exhibit 10.25


PONIARD
PHARMACEUTICALS, INC.


CHANGE OF CONTROL
AGREEMENT (VP)


This Change of Control Agreement (VP) (this “Agreement”), dated as of July 24, 2006,
is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washington
corporation (as supplemented by Section 13, the “Company”),
and Alan B. Glassberg, M.D. (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   “Severance Agreement” shall
mean the 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 of 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


3.1   Employment
Period


During the Employment
Period, the Company hereby agrees to continue the Executive in its employ or in
the employ of its affiliated companies, and the Executive hereby agrees to
remain in the employ of the Company or its affiliated companies, in accordance
with the terms and provisions of this Agreement; provided, however, that either
the Company or the Executive may terminate the employment relationship subject
to the terms of this Agreement.











3.2   Position
and Duties


During the Employment
Period, the Executive’s position, authority, duties and responsibilities shall
be at least commensurate in all material respects with the most significant of
those held, exercised and assigned at any time during the ninety (90) day
period immediately preceding the Change of Control Date.


3.3   Location


During the Employment
Period, the Executive’s services shall be performed at the Company’s offices on
the Change of Control Date at which the Executive was employed or any office
that is subsequently designated by the Company and is less than thirty
(30) miles from such location.


3.4   Employment
at Will


The Executive and the
Company acknowledge that, except as may otherwise be provided under any other
written agreement between the Executive and the Company, the employment of the
Executive by the Company or its affiliated companies is “at will” and may be
terminated by either the Executive or the Company or its affiliated companies
at any time with or without cause. Moreover, if prior to the Change of Control
Date, the Executive’s employment with the Company or its affiliated companies
terminates for any reason, then the Executive shall have no further rights
under this Agreement; provided, however, that the Company may not avoid
liability for any termination payments that would have been required during the
Employment Period pursuant to Section 8 hereof by terminating the
Executive prior to the Employment Period where such termination is carried out
in anticipation of a Change of Control and the principal motivating purpose is
to avoid liability for such termination payments.


4.   Attention
and Effort


During the Employment
Period, and excluding any periods of vacation and sick leave to which the
Executive is entitled, the Executive will devote all of his productive time,
ability, attention and effort to the business and affairs of the Company and
the discharge of the responsibilities assigned to his hereunder, and will use
his 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 her, the following
compensation:


5.1   Salary


The Executive shall
receive an annual base salary (the “Annual Base Salary”),
at least equal to the annual salary established by the Board or the
Compensation Committee of the Board (the “Compensation Committee”)
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 



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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.


5.2   Bonus


In addition to the Annual
Base Salary, the Executive shall be awarded, for each fiscal year ending during
the Employment Period, an annual bonus (the “Annual
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 (including by reason of any deferral and including the value of any
stock awards and the compensation expense disclosed in the Company’s financial
statements for the grant of any stock options) to the Executive by the Company
and its affiliated companies in respect of the three fiscal years immediately
preceding the fiscal year in which the Change of Control Date occurs. Each Annual
Bonus shall be paid no later than ninety (90) days after the end of the fiscal
year for which the Annual Bonus is awarded, unless the Executive shall elect to
defer the receipt of the Annual Bonus.


6.   Benefits


6.1   Incentive,
Retirement and Welfare Benefit Plans; Vacation


During the Employment
Period, the Executive shall be entitled to participate, subject to and in
accordance with applicable eligibility requirements, in such fringe benefit
programs as shall be generally made available to other executives of the
Company and its affiliated companies from time to time during the Employment
Period by action of the Board (or any person or committee appointed by the
Board to determine fringe benefit programs and other emoluments), including,
without limitation, paid vacations; any stock purchase, savings or retirement
plan, practice, policy or program; and all welfare benefit plans, practices,
policies or programs (including, without limitation, medical, prescription,
dental, disability, salary continuance, employee life, group life, accidental
death and travel accident insurance plans or programs).


6.2   Expenses


During the Employment
Period, the Executive shall be entitled to receive prompt reimbursement for all
reasonable employment expenses incurred by him 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.


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:


7.1   By the
Company or the Executive


At any time during the
Employment Period, the Company may terminate the employment of the Executive
with or without Cause (as defined below), and the Executive may terminate his
employment for Good Reason (as defined below) or for any reason, upon giving
the Notice of Termination (as defined below).


7.2   Automatic
Termination


This Agreement and the
Executive’s employment during the Employment Period shall terminate
automatically upon the death or Total Disability of the Executive. The term “Total Disability” as used 



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herein
shall mean the Executive’s inability (with such accommodation as may be
required by law and which places no undue burden on the Company), as determined
by a physician selected by the Company and acceptable to the Executive, to
perform the duties set forth in Section 3.2 hereof for a period or periods
aggregating twelve (12) weeks in any three hundred sixty-five (365) day period
as a result of physical or mental illness, loss of legal capacity or any other
cause beyond the Executive’s control, unless the Executive is granted a leave
of absence by the Board. The Executive and the Company hereby acknowledge that
the duties specified in Section 3.2 hereof are essential to the Executive’s
position and that Executive’s ability to perform those duties is the essence of
this Agreement.


7.3   Notice of
Termination


Any termination by the
Company or by the Executive during the Employment Period shall be communicated
by the Notice of Termination to the other party given in accordance with Section 12
hereof. The term “Notice of Termination” shall mean
a written notice that (a) indicates the specific termination provision in
this Agreement relied upon and (b) to the extent applicable, sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive’s employment under the provision so indicated. The
failure by the Executive or the Company to set forth in the Notice of
Termination any fact or circumstance that contributes to a showing of Good
Reason or Cause shall not waive any right of the Executive or the Company
hereunder or preclude the Executive or the Company from asserting such fact or
circumstance in enforcing the Executive’s or the Company’s rights hereunder.


7.4   Date of
Termination


During the Employment
Period, “Date of Termination” means (a) if
the Executive’s employment is terminated by reason of death, at the end of the
calendar month in which the Executive’s death occurs, (b) if the Executive’s
employment is terminated by reason of Total Disability, immediately upon a
determination by the Company of the Executive’s Total Disability, and (c) in
all other cases, ten (10) days after the date of personal delivery or
mailing of the Notice of Termination. The Executive’s employment and
performance of services will continue during such ten (10) day period;
provided, however, that the Company may, upon notice to the Executive and
without reducing the Executive’s compensation during such period, excuse the
Executive from any or all of his duties during such period.


8.   Termination
Payments


In the
event of termination of the Executive’s employment during the Employment
Period, all compensation and benefits set forth in this Agreement shall
terminate except as specifically provided in this Section 8.


8.1   Termination
by the Company Other Than for Cause or by the Executive for Good Reason


If during the
Employment Period the Company terminates the Executive’s employment other than
for Cause or the Executive terminates his 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 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);
provided that, in the event that the Executive is entitled to an amount in
respect of the Annual Bonus under Section 8.1(c), he shall receive the
amount payable under Section 8.1(c) first and the 



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amount payable under this Section 8.1(a)(ii) only
to the extent it exceeds the amount payable under Section 8.1(c); and


(iii)  any
compensation previously deferred by the Executive (together with accrued
interest or earnings thereon, if any) and 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 his 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
equal to fifty percent (50%) of the Annual Bonus that would have been paid to
the Executive for the fiscal year in which the Date of Termination falls but
for the termination of the Executive’s employment;


(d)   an amount
as severance pay equal to fifty percent (50%) of the Annual Base Salary for the
fiscal year in which the Date of Termination occurs; and


(e)   immediate vesting of all outstanding stock options previously
granted to the Executive by the Company.


8.2   Termination
for Cause or Other Than for Good Reason


If during the Employment
Period the Executive’s employment shall be terminated by the Company for Cause
or by the Executive for other than Good Reason, this Agreement shall terminate
without further obligation on the part of the Company to the Executive, other
than the Company’s obligation to pay the Executive (a) the Annual Base
Salary through the Date of Termination, (b) the amount of any compensation
previously deferred by the Executive, and (c) any accrued vacation pay
that would be payable under the Company’s standard policy, in each case to the
extent theretofore unpaid.


8.3   Expiration
of Term


In the event the Executive’s
employment is not terminated prior to expiration of the Term, this Agreement shall
terminate without further obligation on the part of the Company to the
Executive, other than the Company’s obligation to pay the Executive the product
of (a) the Annual 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).


8.4   Termination
Because of Death or Total Disability


If during the Employment
Period the Executive’s employment is terminated by reason of the Executive’s
death or Total Disability, this Agreement shall terminate automatically without
further obligation on the part of the Company to the Executive or his 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.



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8.5   Payment
Schedule


All payments of Accrued
Obligations, or any portion thereof payable pursuant to this Section 8,
shall be made to the Executive within ten (10) working days of the Date of
Termination. Any payments payable to the Executive pursuant to Section 8.1(c) and
(d) hereof shall be made to the Executive in a lump sum within ten (10) working
days of the Date of Termination.


8.6   Cause


For purposes of
this Agreement, “Cause” means cause given by
the Executive to the Company and shall include, without limitation, the
occurrence of one (1) or more of the following events:


(a)   a clear
refusal to carry out any material lawful duties of the Executive or any
directions of the Board 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.


8.7   Good Reason


For purposes of this Agreement, “Good Reason” means


(a)   the
assignment to the Executive of any duties materially inconsistent with the
Executive’s position, authority, duties or responsibilities as contemplated by Section 3.2
hereof or any other action by the Company that results in a material diminution
in such position, authority, duties or responsibilities, excluding for this
purpose an isolated and inadvertent action not taken in bad faith and that is
remedied by the Company promptly after receipt of notice thereof given by the
Executive;


(b)   any failure
by the Company to comply with any of the provisions of Section 5 or Section 6
hereof, other than an isolated and inadvertent failure not taken in bad faith
and that is remedied by the Company promptly after receipt of notice thereof
given by the Executive;


(c)   the Company’s
requiring the Executive to be based at any office or location other than that
described in Section 3.3 hereof;


(d)   any failure
by the Company to comply with and satisfy Section 13 hereof; provided,
however, that the Company’s successor has received at least ten (10) days’
prior written notice from the Company or the Executive of the requirements of Section 13
hereof; or


(e)   any other
material violation of any provision of this Agreement by the Company, subject
to the notice and opportunity-to-cure requirements of Section 11 hereof.



 6















8.8   Excess
Parachute Limitation


If any portion of the
payments or benefits for the Executive under this Agreement, the Severance
Agreement, or any other agreement or benefit plan of the Company (including
stock option plan) would be characterized as an “excess parachute payment” to
the Executive under Section 280G of the Internal Revenue Code of 1986, as
amended (the “Code”), the Executive shall
be paid any excise tax that the Executive owes under Section 4999 of the
Code as a result of such characterization, such excise tax to be paid to the
Executive at least ten (10) days prior to the date that he 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.


9.   Representations,
Warranties and Other Conditions


In order to induce the
Company to enter into this Agreement, the Executive represents and warrants to
the Company as follows:


9.1   Health


The Executive is in good
health and knows of no physical or mental disability that, with any
accommodation that may be required by law and that places no undue burden on
the Company, would prevent him from fulfilling his obligations hereunder. The
Executive agrees, if the Company requests, to submit to reasonable periodic
medical examinations by a physician or physicians designated by, paid for and
arranged by the Company. The Executive agrees that the examination’s medical
report shall be provided to the Company.


9.2   No
Violation of Other Agreements


The Executive represents
that neither the execution nor the performance of this Agreement by the
Executive will violate or conflict in any way with any other agreement by which
the Executive may be bound.


10.   Nondisclosure;
Return of Materials


10.1   Nondisclosure


Except as required by his
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 him compensation, granting him any
promotions or raises, or entrusting hin with any information that helps the
Company compete with others.


10.2   Return
of Materials


All documents, records,
notebooks, notes, memoranda, drawings or other documents made or compiled by
the Executive at any time, or in his 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.



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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:

  	
   

  	
  Alan B. Glassberg, M.D.

  
	
   

  	
   

  	
  126 Poplar Drive

  
	
   

  	
   

  	
  Kentfield, California 94904

  
	
  If to the
  Company:

  	
   

  	
  Poniard
  Pharmaceuticals, Inc.

  
	
   

  	
   

  	
  300 Elliott Avenue West, Suite 500

  
	
   

  	
   

  	
  Seattle, Washington 98119

  
	
   

  	
   

  	
  Attn: Chief Executive Officer

  
	
  With a copy to:

  	
   

  	
  Perkins Coie LLP

  
	
   

  	
   

  	
  1201 Third Avenue, 40th Floor

  
	
   

  	
   

  	
  Seattle, Washington 98101-3099

  
	
   

  	
   

  	
  Attn: James R. Lisbakken

  



 


Except as set forth in Section 7.4
hereof, if notice is mailed, such notice shall be effective upon mailing.


13.   Assignment


This Agreement is personal to the Executive and shall
not be assignable by the Executive.


The Company shall assign
to and require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all the business and/or assets
of the Company to assume expressly and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to
perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean Poniard
Pharmaceuticals, Inc. and any successor to its business and/or assets as
aforesaid that assumes and agrees to perform this Agreement by operation of
law, or otherwise. All the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors and permitted assigns.


14.   Waivers


No delay or failure by any
party hereto in exercising, protecting or enforcing any of its rights, titles,
interests or remedies hereunder, and no course of dealing or performance with
respect thereto, shall constitute a waiver thereof. The express waiver by a
party hereto of any right, title, interest or remedy in a particular instance
or circumstance shall not constitute a waiver thereof in any other instance or 



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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.


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.


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.



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19.   Entire
Agreement


Except as described in Section 22
hereof, this Agreement constitutes the entire agreement between the Company and
the Executive with respect to the subject matter hereof, and all prior or
contemporaneous oral or written communications, understandings or agreements
between the Company and the Executive with respect to such subject matter, are
hereby superseded and nullified in their entireties, except that the
Proprietary Information and Invention Agreement 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.   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.


22.   Coordination
with Severance Agreement


The Severance
Agreement that the parties are entering into contemporaneously with this
Agreement provides for certain forms of severance and benefit payments in the
event of termination of the Executive’s employment. This Agreement is in
addition to the Severance Agreement and in no way supersedes or nullifies the
Severance Agreement. Nevertheless, it is possible that termination of employment
by the Company or by the Executive may fall within the scope of both agreements.
In such event, payments made to the Executive under Section 8.1 hereof
shall be coordinated with payments made to the Executive under Section 5.1
of the Severance Agreement as follows:


(a)   Accrued
Obligations under this Agreement shall be paid first, in which case Accrued
Obligations need not be paid under the Severance Agreement;


(b)   COBRA
Continuation under this Agreement shall be provided first, in which case COBRA Continuation
need not be provided under the Severance Agreement; and


(c)   the
severance payment required under Section 8.1(d) hereof shall be paid
first, in which case only that portion of any severance payment required under Section 5.1(c) of
the Severance Agreement 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.



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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/ ANNA L. WIGHT

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Anna L. Wight

  	
   

  
	
   

  	
   

  	
  Its: 

  	
  VP Legal

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
  By:

  	
    /s/ ALAN B. GLASSBERG

  	
   

  
	
   

  	
   

  	
  Name: Alan B. Glassberg, M.D.

  
						






 



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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 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 



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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.



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