STOCK OPTION GRANT PROGRAM FOR NONEMPLOYEE DIRECTORS UNDER THE PONIARD PHARMACEUTICALS, INC. 2004 INCENTIVE COMPENSATION PLAN

Exhibit 10.5

STOCK OPTION GRANT PROGRAM
FOR
NONEMPLOYEE DIRECTORS UNDER THE
PONIARD PHARMACEUTICALS, INC.
2004 INCENTIVE COMPENSATION PLAN
(as amended June 15, 2005, September 27, 2006, February 7, 2007 and June 14, 2007)

        The following provisions set forth the terms of the stock option grant program (the "Program") for nonemployee directors of Poniard Pharmaceuticals, Inc. (the "Company") under the Company's 2004 Incentive Compensation Plan (the "Plan"). The following terms are intended to supplement, not alter or change, the provisions of the Plan, and in the event of any inconsistency between the terms contained herein and in the Plan, the Plan shall govern. All capitalized terms that are not defined herein shall be as defined in the Plan.

• 1.

  Eligibility

        Each director of the Company elected or appointed to the Board who is not otherwise an employee of the Company or any Related Corporation (an "Eligible Director") shall be eligible to receive New Grants and Annual Grants under the Plan, as discussed below.

• 2.

  New Grants

        Each Eligible Director shall receive a nonqualified stock option to purchase 30,000 shares of Common Stock ("New Grant") upon such Eligible Director's initial election or appointment to the Board. New Grants shall vest and become exercisable in two equal installments according to the schedule set forth in Section 4 below.

• 3.

  Annual Grants

        Beginning with the 2007 annual meeting of shareholders, each Eligible Director shall automatically receive a nonqualified stock option to purchase 15,000 shares of Common Stock immediately following each year's annual meeting of shareholders (each, an "Annual Grant"); provided that any Eligible Director who received a New Grant within five months prior to an annual meeting of shareholders shall not receive an Annual Grant until the next year's annual meeting. Annual Grants shall vest and become exercisable in two equal installments according to the schedule set forth in Section 4.

• 4.

  Vesting and Exercisability

        Options shall vest and become exercisable according to the following schedule:

• (a)

  New Grants

• (b)

  Annual Grants

Subject to the exercisability schedule described above, each option may be exercised in whole or in part at any time; provided, however, that an option may not be exercised for less than a reasonable number of shares at any one time, as determined by the Plan Administrator.

• 5.

  Option Exercise Price

        The exercise price of an option shall be the fair market value of the Common Stock on the date of grant.

• 6.

  Manner of Option Exercise

        An option shall be exercised by givin