Corporate Governance Executive Committee Charter General The Executive Committee (the "Committee") shall be appointed by the Board of Directors (the "Board") of Poniard Pharmaceuticals, Inc. (the "Company"). The primary functions of the Committee are to (i) assist the Board in fulfilling its oversight responsibility, (ii) review and monitor on a regular basis the business, operations and strategy of the Company, (iii) meet with management of the Company on a regular basis to discuss such business, operations and strategy and (iv) make reports and recommendations to the Board as appropriate. The Committee has no authority to take any action on behalf of the Board unless such authority has been specifically delegated by the Board. Composition and Assistance The Committee shall be composed of at least two members. Each member of the Committee shall be a member of the Board and shall meet the independence requirements established by the Board and applicable laws, regulations and listing requirements. Members of the Board who are officers of the Company may be added to the Committee as non-voting, ex officio members of the Committee. Unless a Chair of the Committee is elected by the Board, the members of the Committee may designate a Chair by majority vote of the Committee members. The Committee shall have the authority to retain and terminate any outside consultant to assist the Committee in performing its functions. Meetings In accordance with the applicable provisions of the Company's Bylaws, as amended from time to time, the Committee shall meet at such times and places as the Chair or its members deem advisable. Minutes and Reports The Committee shall not be required to keep minutes of its meetings; however, the Committee shall report to the Board at each meeting of the Board and make any recommendations that the Committee considers appropriate. Areas of Emphasis In performing the functions set forth above, the Committee will focus on the business activities and strategies of the Company pertaining to financing, corporate partnering, clinical and regulatory matters and general corporate matters.