PONIARD PHARMACEUTICALS, INC. Contracts & Agreements

MERGER TERMINATION AGREEMENT (Filed With SEC on December 23, 2011)

BAY CITYCAPITAL FUND IV, L.P. 750 Battery Street, Suite 400 San Francisco, CA 94111 (Filed With SEC on July 25, 2011)

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: PONIARD PHARMACEUTICALS,INC., a Washington corporation; FV ACQUISITION CORP., a Delaware corporation;and ALLOZYNE, INC. a... (Filed With SEC on June 27, 2011)

COMMON STOCK PURCHASE AGREEMENT Dated as of December 20, 2010 by and between PONIARD PHARMACEUTICALS, INC. and SMALL CAP BIOTECH VALUE, LTD. (Filed With SEC on December 21, 2010)

GE BUSINESS FINANCIAL SERVICES INC. Life Science Finance 2 Bethesda Metro Center, Suite 600 Bethesda, MD 20814 (Filed With SEC on December 21, 2010)

ELLIOTT BAY OFFICE PARK OFFICE LEASE (Filed With SEC on December 1, 2010)

COST SHARING AND CONFIDENTIALITY AGREEMENT (Filed With SEC on September 15, 2010)

PONIARD PHARMACEUTICALS, INC. AMENDED AND RESTATED 2004 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARDNOTICE (Non-Employee Directors) (Filed With SEC on August 9, 2010)

Exhibit A Amended and Restated BYLAWS OF PONIARD PHARMACEUTICALS, INC. (A corporation incorporated under the laws of the State of Washington) SECTION 1 SHAREHOLDERS AND... (Filed With SEC on June 14, 2010)

PONIARD PHARMACEUTICALS, INC. AMENDED AND RESTATED 2004 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD NOTICE (Filed With SEC on May 10, 2010)

Amendment Two to Consulting Agreement (Filed With SEC on May 10, 2010)

PONIARD PHARMACEUTICALS, INC. AMENDED AND RESTATED 2004 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD NOTICE (Filed With SEC on March 16, 2010)

COMMON STOCK PURCHASE AGREEMENT Dated as of February 23,2010 by and between PONIARD PHARMACEUTICALS, INC. and COMMERCE COURT SMALL CAP VALUEFUND, LTD. (Filed With SEC on February 23, 2010)

PONIARDPHARMACEUTICALS, INC. MANAGEMENT INCENTIVE PLAN (effective as of January 1, 2009; amended as of February 17, 2010) (Filed With SEC on February 19, 2010)

SUBLEASE AGREEMENT (Filed With SEC on February 18, 2010)

CONSENT TOSUBLEASE (Filed With SEC on February 18, 2010)

AMENDMENT NO. 1 TO AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (Filed With SEC on February 11, 2010)

AMENDMENT NO. 1 TO AMENDED AND RESTATED KEY EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on February 11, 2010)

PONIARD PHARMACEUTICALS, INC. CHANGE OF CONTROL AGREEMENT (Filed With SEC on February 11, 2010)

PONIARDPHARMACEUTICALS, INC. KEYEXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on February 11, 2010)

[REMAINDER OF PAGE INTENTIONALLYLEFT BLANK; SIGNATURE PAGE FOLLOWS] (Filed With SEC on November 20, 2009)

COMMONSTOCK PURCHASE AGREEMENT Dated August 19, 2009 by and between PONIARDPHARMACEUTICALS, INC. and AZIMUTHOPPORTUNITY LTD. (Filed With SEC on August 20, 2009)

PONIARD PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENT (Filed With SEC on July 13, 2009)

AmendmentOne to ConsultingAgreement (Filed With SEC on July 13, 2009)

PONIARDPHARMACEUTICALS, INC. AMENDED AND RESTATED 2004 INCENTIVE COMPENSATION PLAN RESTRICTEDSTOCK UNIT AWARD NOTICE (Filed With SEC on July 13, 2009)

PONIARD PHARMACEUTICALS,INC. AMENDED AND RESTATED KEY EXECUTIVE SEVERANCE AGREEMENT (CEO) (Filed With SEC on March 16, 2009)

PONIARD PHARMACEUTICALS, INC. AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (CEO) (Filed With SEC on March 16, 2009)

PONIARD PHARMACEUTICALS, INC. AMENDED AND RESTATED KEY EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on March 16, 2009)

PONIARD PHARMACEUTICALS, INC. AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (Filed With SEC on March 16, 2009)

PONIARDPHARMACEUTICALS, INC. AMENDED AND RESTATED KEY EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on March 16, 2009)

PONIARD PHARMACEUTICALS, INC. AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (Filed With SEC on March 16, 2009)

PONIARD PHARMACEUTICALS, INC. KEY EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on March 16, 2009)

PONIARD PHARMACEUTICALS, INC. CHANGE OF CONTROL AGREEMENT (Filed With SEC on March 16, 2009)

Date (Filed With SEC on March 16, 2009)

PONIARD PHARMACEUTICALS, INC. AMENDED AND RESTATED KEY EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on March 16, 2009)

PONIARD PHARMACEUTICALS, INC. AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (Filed With SEC on March 16, 2009)

PONIARD PHARMACEUTICALS, INC. AMENDED AND RESTATED KEY EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on March 16, 2009)

PONIARD PHARMACEUTICALS,INC. AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (Filed With SEC on March 16, 2009)

PONIARD PHARMACEUTICALS, INC. AMENDED AND RESTATED KEY EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on March 16, 2009)

PONIARD PHARMACEUTICALS, INC. AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (Filed With SEC on March 16, 2009)

PONIARDPHARMACEUTICALS, INC. AMENDED AND RESTATED KEY EMPLOYEE SEVERANCE AGREEMENT (Filed With SEC on March 16, 2009)

COMMERCIAL SUPPLY AGREEMENT (Filed With SEC on March 16, 2009)

AMENDMENT TO ELLIOTT BAY OFFICE PARK OFFICE LEASE (Filed With SEC on November 26, 2008)

SEPARATION/CONSULTINGAGREEMENT AND GENERAL RELEASE (Filed With SEC on November 26, 2008)

EXECUTION (Filed With SEC on September 8, 2008)

PONIARD PHARMACEUTICALS, INC. AMENDED AND RESTATED KEY EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on May 8, 2008)

PONIARDPHARMACEUTICALS, INC. AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (VP) (Filed With SEC on May 8, 2008)

PONIARD PHARMACEUTICALS,INC. AMENDED AND RESTATED KEY EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on May 8, 2008)

PONIARDPHARMACEUTICALS, INC. AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (VP) (Filed With SEC on May 8, 2008)

PONIARD PHARMACEUTICALS,INC. AMENDED AND RESTATED KEY EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on May 8, 2008)

PONIARD PHARMACEUTICALS, INC. AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (CEO) (Filed With SEC on May 8, 2008)

PONIARD PHARMACEUTICALS,INC. AMENDED AND RESTATED KEY EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on May 8, 2008)

PONIARDPHARMACEUTICALS, INC. AMENDEDAND RESTATED CHANGEOF CONTROL AGREEMENT (SENIOREXECUTIVE) (Filed With SEC on May 8, 2008)

PONIARD PHARMACEUTICALS,INC. AMENDED AND RESTATED KEY EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on May 8, 2008)

PONIARD PHARMACEUTICALS, INC. AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (SENIOR EXECUTIVE) (Filed With SEC on May 8, 2008)

COMMERCIALPICOPLATIN ACTIVE PHARMACEUTICAL INGREDIENT MANUFACTURING AGREEMENT BETWEEN PONIARDPHARMACEUTICALS, INC. AND W. C.HERAEUS GMBH (Filed With SEC on May 8, 2008)

PONIARD PHARMACEUTICALS, INC. CHANGE OF CONTROL AGREEMENT (Filed With SEC on February 11, 2008)

PONIARD PHARMACEUTICALS, INC. KEY EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on February 11, 2008)

[On Poniard Letterhead] (Filed With SEC on February 11, 2008)

PONIARD PHARMACEUTICALS, INC. CHANGE OF CONTROL AGREEMENT (Filed With SEC on February 6, 2008)

PONIARD PHARMACEUTICALS, INC. KEY EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on February 6, 2008)

[On Poniard Letterhead] (Filed With SEC on February 6, 2008)

STOCK OPTION GRANT PROGRAM FOR NONEMPLOYEE DIRECTORS UNDER THE PONIARD PHARMACEUTICALS, INC. 2004 INCENTIVE COMPENSATION PLAN (as amended June 15, 2005, September 27, 2006... (Filed With SEC on August 9, 2007)

PONIARD PHARMACEUTICALS, INC. NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE RESTATED 2004 INCENTIVE COMPENSATION PLAN (Nonemployee Directors) (Filed With SEC on August 9, 2007)

PONIARD PHARMACEUTICALS, INC. KEY EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on August 9, 2007)

PONIARD PHARMACEUTICALS,INC. CHANGE OF CONTROL AGREEMENT (Filed With SEC on August 9, 2007)

CONTRACT OFPURCHASE AND SALE (Filed With SEC on May 18, 2007)

PONIARDPHARMACEUTICALS, INC. KEY EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on May 10, 2007)

PONIARD PHARMACEUTICALS, INC. CHANGE OF CONTROL AGREEMENT (Filed With SEC on May 10, 2007)

PONIARDPHARMACEUTICALS, INC. INDEMNIFICATIONAGREEMENT (Filed With SEC on May 9, 2007)

10,302,905 Shares Poniard Pharmaceuticals, Inc. Common Stock UNDERWRITING AGREEMENT (Filed With SEC on April 25, 2007)

EXHIBIT 10.9 to Poniard Pharmaceuticals,Inc.s Quarterly Report on Form10-Q Filed November 14, 2006 File No. 0-16614 [* ]= omitted, confidential material, which material has been... (Filed With SEC on November 14, 2006)

[Signaturepage follows.] (Filed With SEC on October 31, 2006)

LOAN AND SECURITY AGREEMENT (Filed With SEC on October 31, 2006)

SECURED TERM PROMISSORY NOTE (Filed With SEC on October 31, 2006)

PONIARD PHARMACEUTICALS,INC. KEY EXECUTIVE SEVERANCE AGREEMENT (VP) (Filed With SEC on August 14, 2006)

PONIARDPHARMACEUTICALS, INC. CHANGE OF CONTROLAGREEMENT (VP) (Filed With SEC on August 14, 2006)

PONIARDPHARMACEUTICALS, INC. KEY EMPLOYEE SEVERANCEAGREEMENT (Filed With SEC on August 14, 2006)

LEASEAGREEMENT (Filed With SEC on July 13, 2006)

PONIARDPHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENT (Filed With SEC on June 27, 2006)

PONIARDPHARMACEUTICALS, INC. KEY EXECUTIVE SEVERANCE AGREEMENT (VP) (Filed With SEC on June 23, 2006)

PONIARD PHARMACEUTICALS,INC. KEY EXECUTIVE SEVERANCE AGREEMENT (VP) (Filed With SEC on June 23, 2006)

PONIARDPHARMACEUTICALS, INC. CHANGE OF CONTROL AGREEMENT (VP) (Filed With SEC on June 23, 2006)

PONIARD PHARMACEUTICALS,INC. CHANGE OF CONTROL AGREEMENT (VP) (Filed With SEC on June 23, 2006)

PONIARD PHARMACEUTICALS, INC. AMENDED AND RESTATED 2004 INCENTIVE COMPENSATION PLAN (As amended and restated on June 16, 2006,including to reflect name change) (Filed With SEC on June 21, 2006)

NEORX CORPORATION INDEMNIFICATIONAGREEMENT (Filed With SEC on April 28, 2006)

IRREVOCABLE AGREEMENTTO CONVERT SERIES B CONVERTIBLE PREFERRED STOCK (Filed With SEC on February 3, 2006)

SECURITIESPURCHASE AGREEMENT (Filed With SEC on February 3, 2006)

NEORX CORPORATION NOTE AND WARRANT PURCHASE AGREEMENT (Filed With SEC on February 3, 2006)

NEORX CORPORATION (Filed With SEC on February 3, 2006)

CONVERTIBLE PROMISSORY NOTE (Filed With SEC on February 3, 2006)

BRIDGE WARRANT (Filed With SEC on February 3, 2006)

[NeoRx Letterhead] January30, 2006 (Filed With SEC on February 3, 2006)

[OnTexas State Bank letterhead] October 14,2005 (Filed With SEC on November 9, 2005)

RESEARCH FUNDING AND OPTION AGREEMENT by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation and NEORX CORPORATION, a Washington... (Filed With SEC on November 9, 2005)

MANUFACTURINGAND SUPPLY AGREEMENT (Filed With SEC on August 9, 2005)

NEORXCORPORATION KEYEXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on June 29, 2005)

NEORXCORPORATION CHANGEOF CONTROL AGREEMENT (Filed With SEC on June 29, 2005)

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF NEORX CORPORATION (Filed With SEC on June 16, 2005)

STOCK OPTION GRANTPROGRAM FOR NONEMPLOYEE DIRECTORS UNDER THE NEORX CORPORATION 2004 INCENTIVE COMPENSATION PLAN (as amended June 15, 2005) (Filed With SEC on June 16, 2005)

AMENDMENTNO. 1 TO NEORXCORPORATION KEYEXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on May 10, 2005)

AMENDMENT NO. 1 TO NEORXCORPORATION KEYEXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on May 10, 2005)

NEORX CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE RESTATED 2004 INCENTIVE COMPENSATION PLAN (Nonemployee Directors) (Filed With SEC on November 9, 2004)

NEORX CORPORATION INCENTIVE STOCK OPTION AGREEMENT UNDER 2004 INCENTIVE COMPENSATION PLAN (Filed With SEC on November 9, 2004)

NEORX CORPORATION KEY EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on October 19, 2004)

NEORX CORPORATION CHANGE OF CONTROL AGREEMENT (Filed With SEC on October 19, 2004)

NEORXCORPORATION KEY EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on August 9, 2004)

NEORX CORPORATION CHANGE OF CONTROL AGREEMENT (Filed With SEC on August 9, 2004)

SUPPLYAGREEMENT (Filed With SEC on May 10, 2004)

ANORMED INC. AND NEORXCORPORATION LICENSE AGREEMENT (Filed With SEC on May 10, 2004)

AGREEMENT (Filed With SEC on May 10, 2004)

NEORX CORPORATION WARRANT (Filed With SEC on February 24, 2004)

SECURITIES PURCHASE AGREEMENT (Filed With SEC on February 24, 2004)

COMMON STOCK PURCHASE WARRANT To Purchase B Shares of Common Stock of NEORX CORPORATION (Filed With SEC on December 10, 2003)

PREFERRED STOCK AND WARRANTPURCHASE AGREEMENT by and among NeoRx Corporation, as Issuerand Seller and BayStar Capital II, L.P. andthe other parties named herein, as Purchasers... (Filed With SEC on December 10, 2003)

INVESTOR RIGHTSAGREEMENT (Filed With SEC on December 10, 2003)

NEORX CORPORATION CHANGE OF CONTROLAGREEMENT (CEO/COO) (Filed With SEC on May 15, 2003)

PATENTASSIGNMENT AGREEMENT BETWEEN SCIMEDLIFE SYSTEMS INC. AND NEORXCORPORATION DATED April17, 2003 2 PATENT ASSIGNMENT AGREEMENT (Filed With SEC on April 30, 2003)

PATENT LICENSE AGREEMENT BETWEEN BOSTON SCIENTIFIC CORPORATION AND NEORX CORPORATION DATED April 17, 2003 2 PATENT LICENSE AGREEMENT (Filed With SEC on April 30, 2003)

Lease Termination/Continuation Agreement (Filed With SEC on November 14, 2002)

Amendment Three to Letter Agreement (Filed With SEC on March 29, 2002)

Date (Filed With SEC on March 29, 2002)

CLINICAL SUPPLY AGREEMENT (Filed With SEC on March 29, 2002)

OFFICE LEASE (Filed With SEC on March 29, 2002)

Date (Filed With SEC on March 29, 2002)

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PONIARD PHARMACEUTICALS, INC. Contracts & Agreements