0001104659-10-006376 Sample Contracts

PONIARD PHARMACEUTICALS, INC. KEY EXECUTIVE SEVERANCE AGREEMENT
Key Executive Severance Agreement • February 11th, 2010 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations

This Key Executive Severance Agreement (this “Agreement”), dated as of February 5, 2010, is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washington corporation (as supplemented by Section 10 hereof, the “Company”), and Michael S. Perry, DVM, Ph.D. (the “Executive”).

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PONIARD PHARMACEUTICALS, INC. CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • February 11th, 2010 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations

This Change of Control Agreement (this “Agreement”), dated as of February 5, 2010, is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washington corporation (as supplemented by Section 13 hereof, the “Company”), and Michael S. Perry, DVM, Ph.D. (the “Executive”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED KEY EXECUTIVE SEVERANCE AGREEMENT
Key Executive Severance Agreement • February 11th, 2010 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations

This Amendment No. 1 (this “Amendment”), dated as of February 5, 2010, is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washington corporation (the “Company”), and RONALD A. MARTELL (the “Executive”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • February 11th, 2010 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations

This Amendment No. 1 (this “Amendment”), dated as of February 5, 2010, is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washington corporation (the “Company”), and RONALD A. MARTELL (the “Executive”).

CONSULTING AGREEMENT
Consulting Agreement • February 11th, 2010 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations • Washington

THIS CONSULTING AGREEMENT is made between Poniard Pharmaceuticals, Inc. (hereinafter referred to as “Poniard”), with addresses at 300 Elliott Avenue West, Suite 500, Seattle, Washington 98119, and Robert L. De Jager, MD (hereinafter referred to as “Consultant”), with address at [address].

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