Exhibit 10.49 2001 10K



Exhibit 10.49

LEASE AND LEASE TERMINATION AGREEMENT

This Lease and Lease Termination Agreement ("Agreement") is entered into as
of the 14th day of June 2000, by and between Metropolitan Life
Insurance Company ("Landlord") and Pharmacyclics, Inc. ("Tenant").

Recitals:

A.Landlord's predecessor, New England Mutual Life Insurance Company, and
Tenant entered into (i) that certain Lease Agreement (the "Lease") dated June 17
and 28,1993; (ii) that certain First Amendment to Lease Agreement (the "First
Amendment") dated as of July 22, 1993; and (iii) that certain Second Amendment
to Lease Agreement (the "Second Amendment") dated as of March 1, 1994, all
pertaining to the lease of approximately 32,520 square feet of space located in
the building at 995 Arques Avenue in Sunnyvale, California identified in the
diagram attached hereto as exhibit "A" (the "Premises"). Landlord and Tenant
entered into that certain Third Amendment to Lease Agreement (the "Third
Amendment") dated as of June 14th, 2000. The Lease as amended by the
First Amendment, the Second Amendment, and the Third Amendment is referred to
herein as the "Existing Lease."

B.Landlord and Tenant desire to terminate the Existing Lease and to enter
into a new lease for the Premises as more fully set forth in this Agreement.

Agreement:

Now, therefore, Landlord and Tenant hereby agree as follows:

1.Termination. Effective at 11:59 p.m. P.S.T. on April 30, 2000
(the "Termination Date"), the Existing Lease shall be terminated. Except as
expressly provided in this Agreement, Landlord and Tenant shall have no
obligations to one another under the Existing Lease arising out of circumstances
and events occurring entirely after the Termination Date.

2.New Lease. Landlord hereby leases to Tenant and Tenant hereby
leases from Landlord the Premises (the "New Lease"). Except where inconsistent
with this Agreement, the New Lease shall be on the same terms and conditions as
the Existing Lease. Notwithstanding any provision to the contrary in the
Existing Lease: (i) Tenant shall have no extension or expansion options under
the New Lease; and (ii) Landlord has no and shall in the future have no
obligation to construct any "build-out" or other improvements in or to the
Premises. Tenant hereby accepts the Premises in its "as-is, with all faults"
condition as of the date of this Agreement. Tenant further acknowledges and
agrees that as of the date of this Agreement, Landlord has fully performed its
obligations under the Existing Lease.

  

3.Term. The term of the New Lease shall be for forty-six (46)
months commencing May, 2000, unless sooner terminated.

4.Monthly Installment. The Monthly Installment of rent due each
month under the New Lease shall be as follows:

 

	
 
	
PERIOD
	 	
MONTHLY
AMOUNT
	
 

	
 
	
May 1, 2000 through December 31, 2001
	
 
	
$30,894.00
	
 

	
 
	
January 1-31, 2002
	
 
	
$53,550.77
	
 

	
 
	
February 1, 2002 through January 31,
2003
	
 
	
$69,914.00
	
 

	
 
	
February 1, 2003 through December 31,
2003
	
 
	
$73,410.00
	
 

	
 
	
January 1, 2004 (through January 13,
2004)
	
 
	
$30,784.84
	
 




 

5.Security Deposit. The Security Deposit under the New Lease shall
be Seventy Three Thousand Four Hundred Ten and No/100 Dollars ($73,410.00). At
the time of the execution of this Agreement, Tenant shall deposit with Landlord
the sum of Forty Thousand Eight hundred Ninety and No/100 Dollars ($40,890.00)
toward the Security Deposit and Landlord shall credit Tenant with the Security
Deposit held under the Existing Lease to make up the balance of the Security
Deposit required under the New Lease.

 

 

In witness whereof, the parties have executed this Agreement as of the date
first above written.

 



		
	 	
LANDLORD



METROPOLITAN LIFE INSURANCE COMPANY,

a New York corporation



By:   /s/ Donald K. Devine



Name:   Donald K. Devine



Title:   VICE-PRESIDENT







		
	 	
TENANT



PHARMACYCLICS, INC.,
a Delaware corporation



By:   /s/ Leiv Lea



Name:   Leiv Lea



Title:   V.P. FINANCE & ADMIN., CFO