Corporate Governance Whistleblowing / Complaint Procedures Poniard Pharmaceuticals (the "Company") is committed to preparing and implementing fair, accurate and complete financial policies, reports and materials, as well as maintaining the internal controls essential to support its financial and accounting systems. The Poniard Pharmaceuticals Employee Whistleblowing / Complaint Procedures have been established to ensure that any employee of the Company may submit a good faith complaint regarding accounting, internal controls or auditing matters to the management of the Company without fear of dismissal or retaliation of any kind. The Company is committed to achieving compliance with all applicable securities laws and regulations, accounting standards, accounting controls and audit practices. The Company's Audit Committee will oversee treatment of employee concerns in this area. In order to facilitate the reporting of employee complaints, the Company's Audit Committee of the Board of Directors has established the following procedures for the confidential, anonymous submission by employees of complaints or concerns ("Complaints") regarding accounting, internal controls or auditing matters ("Accounting Matters'), and the Audit Committee's receipt, retention and treatment of those Complaints. Scope of Matters Covered by These Procedures These procedures relate to employee Complaints relating to any accounting, internal controls or auditing matters, including, without limitation, the following: fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company; fraud or deliberate error in the recording and maintaining of financial records of the Company; deficiencies in or noncompliance with the Company's internal controls; misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of the Company; or deviation from full and fair reporting of the Company's financial condition. Receipt of Employee Complaints Employees should forward Complaints on a confidential or anonymous basis to Ethics Point, as follows: Report Online: www.ethicspoint.com Call to Report: 1-866-384-4277 Ethics Point is an independent third party that the Company has hired to receive anonymous Complaints from Company employees and coordinate the delivery of such Complaints to the Audit Committee. Employees may also report their Complaints to the Company's Vice President, Legal (who shall forward such Complaints to the Chair of the Audit Committee), or directly to the Chair of the Audit Committee. Content of Complaints To assist the Company in the response to or investigation of a Complaint, the Complaint should contain as much specific, factual information as possible to allow for proper assessment of the nature, extent and urgency of the matter that is the subject of the Complaint, including, without limitation and to the extent possible, the following information: the alleged event, matter or issue that is the subject of the Complaint; the name of each person involved; if the Complaint involves a specific event or events, the approximate date and location of each event; and any additional information, documentation or other evidence available to support the Complaint. Treatment of Complaints Upon receipt of a Complaint, the Vice President, Legal or Chair of the Audit Committee, will (i) determine whether the Complaint actually pertains to Accounting Matters and (ii) when possible, acknowledge receipt of the Complaint to the sender. Complaints received by Ethics Point will be directed to the Chair of the Audit Committee. Complaints relating to Accounting Matters will be reviewed under Audit Committee direction, and the Audit Committee may gather additional information and confer with additional outside resources as needed to investigate the Complaint. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee. Confidentiality/Anonymity The Company shall maintain the confidentiality or anonymity of the person making the Complaint to the fullest extent reasonably practicable within the bounds of the law and of any ensuing evaluation or investigation. Legal or business requirements may not allow for complete anonymity. Also, in some cases it may not be possible to proceed with or properly conduct an investigation unless the complainant identifies himself or herself. In general, it is less likely that an investigation will be initiated in response to an anonymous Complaint due to the difficulty of interviewing anonymous complainants and evaluating the credibility of their Complaints. In addition, persons making Complaints should be cautioned that their identity might become known for reasons outside of the control of the Company. The identity of other persons subject to or participating in any inquiry or investigation relating to a Complaint shall be maintained in confidence subject to the same limitations. Protections from Retaliation The Company will not discharge, demote, suspend, threaten, harass or in any manner discriminate or retaliate against any employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of Complaints regarding Auditing and Accounting Matters or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002 (governing the protection for employees of publicly traded companies who provide evidence of fraud). Reporting and Retention of Complaints and Investigations The Chair of the Audit Committee and/or Vice President, Legal will maintain a log of all Complaints, tracking their receipt, investigation and resolution and shall prepare a periodic summary thereof for the Audit Committee. Copies of Complaints and such log will be maintained in accordance with the Company's document retention policy.