November 13, 2008 8K Exhibit 10.1




EXHIBIT 10.1



PHARMACYCLICS, INC.

NOVEMBER 5, 2008

David Loury, Ph.D.  

                   Vice President, Pre-Clinical Sciences

                   Pharmacyclics, Inc.

                   995 East Arques Avenue

                   Sunnyvale, CA 94086


Dear David:


The purpose of this letter agreement (this
"Agreement") is to document the terms of the severance payment
to which you will be entitled should your employment with Pharmacyclics, Inc.
(the "Company") be terminated involuntarily.

Part One of this Agreement specifies the terms and conditions
of your severance benefit. Part Two sets forth certain definitional provisions
to be in effect for purposes of determining your benefit entitlements.  Part
Three concludes this Agreement with a series of general terms and conditions
applicable to your benefit.


PART ONE — SEVERANCE BENEFIT

Upon any Involuntary Termination effected during the term
of this Agreement, you will become entitled to receive the special severance
benefit set forth below.





	Severance Payment.  You will receive a severance
payment from the Company following your Involuntary Termination that is not a
Termination for Cause in an aggregate amount equal to the annual rate of base
salary in effect for you at the time of your Involuntary Termination, provided
that you execute a release of all claims arising out of your employment with the
Company, or the termination thereof, in a form reasonably acceptable to the
Company, within fifty (50) days following the date of your Involuntary
Termination and you do not revoke such release within any period permitted under
applicable law.  The severance payment shall be paid to you over the twelve
months following the date of your Involuntary Termination in equal installments
in accordance with the Company's normal payroll practices.  However, the
payments shall not commence until the release described above has become
effective and irrevocable (the "Release Effective Date"), and any
installment payments that would have been made to you prior to the Release
Effective Date shall be paid to you on the Company's first payroll date
following the Release Effective Date and the remaining payments shall be made as
provided in this Agreement. Any payment under this Paragraph 1 will be subject
to the Company's collection of applicable withholding taxes.


	Restrictive Covenants.  For the twelve (12) month
period following your Involuntary Termination:



	You will not directly or indirectly encourage or solicit
any individual to leave the Company's employ for any reason or interfere in any
other manner with the employment relationships at the time existing between the
Company and its current or prospective employees.


	You will not induce or attempt to induce any customer,
supplier, distributor, licensee or other business relation of the Company to
cease doing business with the Company or in any way interfere with the existing
business relationship between any such customer, supplier, distributor, licensee
or other business relation and the Company.


	You will not in any manner, forum or media, defame or
intentionally make, publish or disseminate, disparaging remarks regarding the
Company or its affiliates, except as may be required by applicable
law.

PART TWO — DEFINITIONS

Definitions.  For purposes of this Agreement, the
following definitions will be in effect:

Board means the Company's Board of Directors. 

Involuntary Termination means your "separation
from service" with the Company involuntarily upon your discharge or
dismissal by the Company.  In no event shall an Involuntary Termination be
deemed to occur should your employment terminate by reason of death or permanent
disability.

Termination for Cause means an Involuntary Termination
of your employment with the Company by reason of your commission of any act of
fraud, embezzlement or dishonesty, or your unauthorized use or disclosure of
confidential information or trade secrets of the Company or its subsidiaries or
your material failure to perform your duties as specified by the Chief Executive
Officer of the Company or the Board.


PART THREE — MISCELLANEOUS PROVISIONS

1.Termination for Cause. Notwithstanding
anything in this Agreement to the contrary, should your Involuntary Termination
constitute a Termination for Cause, then the Company shall only be required to
pay you (i) any unpaid compensation earned for services previously rendered
through the date of such termination and (ii) any accrued but unpaid vacation
benefits or sick days, and no benefits will be payable to you under Part One of
this Agreement.

2.General Creditor Status.  The benefits to which
you may become entitled under this Agreement will be paid, when due, from the
general assets of the Company. Your right (or the right of the executors or
administrators of your estate) to receive any such payments will at all times be
that of a general creditor of the Company and will have no priority over the
claims of other general creditors of the Company.

3.Miscellaneous.  The provisions of this Agreement
will be construed and interpreted under the laws of the State of California.
This Agreement incorporates the entire agreement between you and the Company
relating to the subject of severance benefits and supersedes all prior
agreements and understandings with respect to such subject matter (provided,
however, that you shall continue to be entitled to any acceleration of vesting
of an option to purchase shares of the Company's common stock or any unvested
issuance of shares of the Company's common stock pursuant to the terms of the
agreement between you and the Company evidencing such award or the applicable
equity plan of the Company under which the award was granted).  This Agreement
may only be amended by written instrument signed by you and another duly-authorized
officer of the Company. If any provision of this Agreement as applied
to any party or to any circumstance should be adjudged by a court of competent
jurisdiction to be void or unenforceable for any reason, the invalidity of that
provision shall in no way affect (to the maximum extent permissible by law) the
application of such provision under circumstances different from those
adjudicated by the court, the application of any other provision of this
Agreement, or the enforceability or invalidity of this Agreement as a whole.
Should any provision of this Agreement become or be deemed invalid, illegal or
unenforceable in any jurisdiction by reason of the scope, extent or duration of
its coverage, then such provision shall be deemed amended to the extent
necessary to conform to applicable law so as to be valid and enforceable or, if
such provision cannot be so amended without materially altering the intention of
the parties, then such provision shall be stricken and the remainder of this
Agreement shall continue in full force and effect.

4.Remedies. All rights and remedies provided
pursuant to this Agreement or by law will be cumulative, and no such right or
remedy will be exclusive of any other. A party may pursue any one or more rights
or remedies hereunder or may seek damages or specific performance in the event
of another party's breach hereunder or may pursue any other remedy by law or
equity, whether or not stated in this Agreement.

5.Arbitration.  Any controversy which may arise
between you and the Company with respect to the construction, interpretation or
application of any of the terms, provisions or conditions of this Agreement or
any monetary claim arising from or relating to this Agreement will be submitted
to final and binding arbitration in San Jose, California in accordance with the
rules of the American Arbitration Association then in effect.

6.No Employment or Service Contract.  Nothing in
this Agreement shall confer upon you any right to continue in the employment of
the Company for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Company or you, which rights are hereby
expressly reserved by each, to terminate your employment at any time for any
reason whatsoever, with or without cause.

[Signature page follows]



Please indicate your acceptance of the foregoing provisions
of this Agreement by signing the enclosed copy of this Agreement and returning
it to the Company.

PHARMACYCLICS, INC.



By: /s/ ROBERT W. DUGGAN

                 Robert W. Duggan

             Chairman and Interim CEO
















ACCEPTED BY AND AGREED TO


Signature: /s/ DAVID LOURY

                       David Loury


Dated:November 5, 2008