Exhibit 10.70

 

July 9, 2008

 

James Lowder M.D.

Dear Jim:

		On behalf of the Company's Board of Directors, I am pleased to makeyou an offer to join the Company as its Vice President of Clinical Development.The purpose of this letter is to set forth the terms of your proposed employmentwith the Company, including your compensation level and benefitentitlements.

1.	**Employment and Duties.
		      	A.  The Company will employ you as Vice President ofClinical  Development, beginning on or about  July 14, 2008, and you willaccordingly make yourself available on a full-time basis to assume that positionon or before such date.  In that position, you will report directly to thePresident & CEO, although this is subject to change at the discretion of theBoard of Directors.  

		       	B.  You will perform the duties inherent in your positionin good faith and to the best of your ability and will render all services whichmay be reasonably required of you in such position.  While you are employed withthe company, you will devote your full time and effort to the business andaffairs of the Company.  Your principal place of operations will be at theCompany's offices located in Sunnyvale, California.  

2.	**Compensation.
			A. Your initial base salary will be at the rate of $250,000 peryear.  Your base salary will be subject to adjustment by the Company's Board ofDirectors on an annual basis. 

			B.  Your base salary will be paid at periodic intervals inaccordance with the Company's payroll practices for salaried employees.

			C.  The Company will deduct and withhold, from the base salaryand bonuses payable to you hereunder, any and all applicable Federal, state andlocal income and employment withholding taxes and any other amounts required tobe deducted or withheld by the Company under applicable statute orregulation.

3.	**Employee Stock Options.	As soon as possible after youjoin the 
Company as Vice President of Clinical Development, you will be granted astock option to purchase 115,000 shares of Pharmacyclics Common Stock.  Theoption will have an exercise price equal to 100% of the fair market value ofPharmacyclics' Common Stock on the grant date and will have a maximum term of 10years, subject to earlier termination upon your cessation of employment with theCompany.  The option will become exercisable as follows:  the option will becomeexercisable for 28,750 shares upon completion of one year of service after yourdate of hire, the option will become exercisable for the remaining 86,250 sharesin a series of 36 equal successive monthly installments upon completion of eachmonth of service thereafter.  All vesting under your option will cease upon yourtermination of employment.  The remaining terms and conditions of your optionwill be in accordance with the standard provisions for stock option grants underthe Company's Stock Option Plan.

	4.	**Expense Reimbursement.  You will be entitled toreimbursement from the Company for all customary, ordinary and necessarybusiness expenses incurred by you in the performance of your duties hereunder,provided you furnish the Company with vouchers, receipts and other details ofsuch expenses within thirty (30) days after they are incurred.
	5.	**Fringe Benefits.  You will be eligible toparticipate in any group life insurance plan, group medical and/or dentalinsurance plan, accidental death and dismemberment plan, short-term disabilityprogram and other employee benefit plans, including the Section 401(k) plan andthe Employee Stock Purchase Plan, which are made available to executive officersof the Company and for which you otherwise qualify.
6.	**Vacation.  You will accrue paid vacation benefits inaccordancewith Company policy in effect for executive officers.  
7.	**Restrictive Covenants.  During the period of service asVice President of Clinical Development:
(i) you will devote your full working time and effort to the performanceof your duties; and
(ii) except as approved by the President & CEO, you will not directly orindirectly, whether for your own account or as an employee, consultant oradvisor, provide services to any business enterprise other than the Company.

			However, you will have the right to perform such incidentalservices as are necessary in connection with (a) your private passiveinvestments, (b) your charitable or community activities, and (c) yourparticipation in trade or professional organizations, but only to the extentsuch incidental services do not interfere with the performance of yourservices.

		8.	**Proprietary Information.  Upon the commencementof your services as Vice President of Clinical Development, you will sign anddeliver to the Company the standard-form Proprietary Information and InventionsAgreement required of all key employees of the Company.
	9.	**Termination of Employment.
			A.  Your employment pursuant to this agreement will beentirely at will.

 B.  The Company may terminate your employment under thisagreement at any time for any reason, with or without cause (as defined below),by providing you with at least thirty (30) days prior written notice.  However,such notice requirement will not apply to the termination of your employment forcause pursuant to subparagraph D below.

			C.  You may terminate your employment under this agreement at anytime for any reason upon thirty (30) days prior written notice to theCompany.

			D.  The Company may at any time, upon written notice, terminateyour employment hereunder for cause.  Such termination will be effectiveimmediately upon such notice.

			For purposes of this agreement, your employment with the Companywill be deemed to have been involuntarily terminated for cause if your servicesare terminated by the Company for one or more of the following reasons:

(i) acts of fraud or embezzlement or other intentional misconduct whichadversely affects the Company's business, or
(ii) failure to correct any material deficiency in the performance of yourservices as Vice President of Clinical Development  within thirty (30) afterwritten notification of such deficiency from the Board, or
(iii) misappropriation or unauthorized disclosure or use of the Company'sproprietary information.

		Please indicate your acceptance of the foregoing provisions of thisemployment agreement by signing the enclosed copy of this agreement andreturning it to the Company.

 

						Very truly yours,

						PHARMACYCLICS, INC.

By _/s/ RICHARD MILLER******************