0001047469-09-002743 Sample Contracts

PONIARD PHARMACEUTICALS, INC. AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 16th, 2009 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations

This Amended and Restated Change of Control Agreement (this “Agreement”), dated as of February 24, 2009, is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washington corporation (as supplemented by Section 13 hereof, the “Company”), and CHENI KWOK (the “Executive”) to reflect amendments made in December, 2008.

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PONIARD PHARMACEUTICALS, INC. AMENDED AND RESTATED KEY EXECUTIVE SEVERANCE AGREEMENT
Key Executive Severance Agreement • March 16th, 2009 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations

This Amended and Restated Key Executive Severance Agreement (this “Agreement”), dated as of February 24, 2009, is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washington corporation (as supplemented by Section 10 hereof, the “Company”), and CHENI KWOK (the “Executive”) to reflect amendments made in December, 2008.

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PONIARD PHARMACEUTICALS, INC. CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 16th, 2009 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations • California

This Change of Control Agreement (this “Agreement”), dated as of February 18, 2009, is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washington corporation (as supplemented by Section 13 hereof, the “Company”), and Greg Weaver (the “Executive”).

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COMMERCIAL SUPPLY AGREEMENT
Commercial Supply Agreement • March 16th, 2009 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations

This Commercial Supply Agreement (this “Agreement”) is entered into by and between Baxter Oncology GmbH, with an address at Kantstrasse 2, 33790 Halle / Westphalia, Germany (“BAXTER”) and Poniard Pharmaceuticals, Inc., a Washington corporation, having offices at 7000 Shoreline Court, Suite 270, South San Francisco, CA 94080 (“PONIARD”).

Sample 1
PONIARD PHARMACEUTICALS, INC. AMENDED AND RESTATED KEY EMPLOYEE SEVERANCE AGREEMENT
Key Employee Severance Agreement • March 16th, 2009 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations

This Amended and Restated Key Employee Severance Agreement (this “Agreement”), dated as of February 24, 2009, is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washington corporation (as supplemented by Section 10 hereof, the “Company”), and Michael K. Jackson (the “Employee”) to reflect amendments made in December, 2008.

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