10Q Q2 2005 EXHIBIT 10.5






Exhibit 10.5


AMENDMENT

TO

STOCK OPTION AGREEMENT


PHARMACYCLICS, INC., a Delaware corporation (the "Corporation") and
[________________________] ("Optionee") have entered into that certain
Stock Option Agreement (the "Agreement") effective as of
[_______________, ______], evidencing the stock option originally granted to
Optionee as of [______________, ______].  In order to amend the Agreement in
certain respects, the Corporation and Optionee hereby agree as follows effective
as of [________________, 2004].

I.

Paragraph 5(vi) of the Agreement is hereby amended to read in its entirety as
follows:
"(vi)In the event of a Corporate Transaction or Change in Control,
the provisions of Paragraph 6 shall govern the period for which this option is
to remain exercisable following Optionee's cessation of Service and shall
supersede any provisions to the contrary in this paragraph"



II.

Paragraph 6(a) of the Agreement is hereby amended to read in its entirety as
follows:
"(a)In the event of any Corporate Transaction or Change in Control,
each outstanding option, which is not otherwise vested or remains subject to
forfeiture shall automatically accelerate so that each such option shall,
immediately prior to the Corporate Transaction or Change in Control become
vested and exercisable with regard to fifty percent (50%) of the shares of
Common Stock which are at the time subject to such option and unvested and may
be exercised for all or any portion of such shares as fully-vested shares of
Common Stock, if applicable and fifty percent (50%) of the forfeiture
restrictions on such options, if applicable, will lapse.  The remaining shares
of Common Stock at the time subject to each outstanding option, but not
otherwise vested pursuant to the terms of preceding sentence, shall
automatically accelerate so that each such option shall, immediately prior to
the Corporate Transaction or Change in Control become vested and exercisable
with regard to the remaining shares, if applicable, and the forfeiture
restrictions shall lapse, provided however, the remaining shares shall
not become vested and exercisable on such accelerated basis and the remaining
forfeiture restrictions will not lapse, if and to the extent, such option is
assumed or substituted by the successor corporation.  In the event the
Optionee's service is terminated by reason of Involuntary Termination, within
eighteen (18) months following a Corporate Transaction or Change in Control in
which a portion of such option was assumed or substituted, the shares subject to
such option shall thereupon vest in full and, if applicable, the remaining
forfeiture restrictions shall lapse.  Any options so accelerated shall remain
exercisable for fully-vested shares, if applicable, until the earlier of (i) the
expiration of their term or (ii) the expiration of the one (1)-year period
measured from the effective date of the Involuntary Termination."



III.

Paragraph 6(d) of the Agreement is hereby amended to read in its entirety as
follows:  
"(d)The portion of any Incentive Option accelerated in connection
with a Corporate Transaction or Change in Control shall remain exercisable as an
Incentive Option only to the extent the applicable One Hundred Thousand Dollar
limitation is not exceeded. To the extent such dollar limitation is exceeded,
the accelerated portion of such option shall be exercisable as a Non-Statutory
Option under the Federal tax laws."



IV.

Paragraph 17(iii) is hereby deleted in its entirety and subsequent
subparagraphs shall be renumbered appropriately to reflect the foregoing
deletion.  

V.

New Paragraph C is hereby added to the Appendix to the Agreement to read in
its entirety as follows:
"C.Change in Control shall mean a change in
ownership or control of the Corporation effected through either of the following
transactions:

(a)the acquisition, directly or indirectly, by any person or related
group of persons (other than the Corporation or a  person that directly or
indirectly controls, is controlled by, or is under common control with, the
Corporation), of beneficial ownership (within the meaning of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended) of securities possessing more than
fifty percent (50%) of the total combined voting power of the Corporation's
outstanding securities pursuant to a tender or exchange offer made directly to
the Corporation's stockholders which the Board does not recommend such
stockholders to accept, or

(b) a change in the composition of the Board over a period of thirty-six
(36) consecutive months or less such that a majority of the Board members
ceases, by reason of one or more contested elections for Board membership, to be
comprised of individuals who either (1) have been Board members continuously
since the beginning of such period or (2) have been elected or nominated for
election as Board members described in clause (1) who were still in office at
the time the Board approved such election or nomination."



VI.

The remaining Paragraphs of the Appendix to the Agreement shall be renumbered
appropriately to reflect the foregoing addition of New Paragraph C.

Except as amended hereby, the Agreement remains in full force and effect.


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IN WITNESS WHEREOF, the parties have caused this Amendment to Stock Option
Agreement to be executed as of [___________________, 2004].



THE CORPORATION

PHARMACYCLICS, INC.

a Delaware Corporation


By:  ______________________________

Name: ____________________________

Title: _____________________________ 


 

 

OPTIONEE


 

       _______________________________

[_______________], Optionee