UNDERWRITING AGREEMENTUnderwriting Agreement • April 25th, 2007 • Poniard Pharmaceuticals, Inc. • In vitro & in vivo diagnostic substances • New York
Poniard Pharmaceuticals, Inc., a Washington Corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 10,302,905 shares (the “Firm Shares”) of the Company’s common stock, $0.02 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 1,545,436 shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
