0001193125-11-173791 Sample Contracts

Re: Change of Control and Severance Agreements
Poniard Pharmaceuticals, Inc. • June 27th, 2011 • Pharmaceutical preparations

You are currently a party to a change of control agreement and a severance agreement with Poniard Pharmaceuticals, Inc. (the “Company”) that provides for certain severance benefits upon a qualifying termination of employment with the Company. This letter is to inform you how your benefits under these agreements will be handled, and in some cases increased, in connection with the proposed merger by and among the Company, FV Acquisition Corp. and Allozyne, Inc. (the “Proposed Merger”) pursuant to the Agreement and Plan of Merger and Reorganization among the parties (the “Merger Agreement”).

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: PONIARD PHARMACEUTICALS, INC., a Washington corporation; FV ACQUISITION CORP., a Delaware corporation; and ALLOZYNE, INC. a Delaware corporation Dated as of June 22, 2011
Agreement and Plan of Merger and Reorganization • June 27th, 2011 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations • Washington

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of June 22, 2011, by and among PONIARD PHARMACEUTICALS, INC., a Washington corporation (the “Acquiror”); FV ACQUISITION CORP., a Delaware corporation (“Merger Sub”); and ALLOZYNE, INC., a Delaware corporation (“Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Re: Change of Control and Severance Agreements
Poniard Pharmaceuticals, Inc. • June 27th, 2011 • Pharmaceutical preparations

You are currently a party to a change of control agreement and a severance agreement with Poniard Pharmaceuticals, Inc. (the “Company”) that provides for certain severance benefits upon a qualifying termination of employment with the Company. This letter is to inform you how your benefits under these agreements will be handled, and in some cases increased, in connection with the proposed merger by and among the Company, FV Acquisition Corp. and Allozyne, Inc. (the “Proposed Merger”).

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