November 13, 2008 8K Exhibit 10.2




EXHIBIT 10.2





PHARMACYCLICS, INC. 

                  995 East Arques Avenue

                  Sunnyvale, CA  94085-4593


April 13, 2006 



Dear David:


On behalf of the Company's Board of Directors, I am pleased to make
you an offer to join the Company as its Vice President Preclinical Sciences.
The purpose of this letter is to set forth the terms of your proposed employment
with the Company, including your compensation level and benefit entitlements.
This offer is contingent upon completion of a background check, with results
satisfactory to the Company.




1.Employment and Duties.



      A.  The Company will employ you as Vice President
Preclinical Sciences, commencing not later than May 22, 2006, and you will
accordingly make yourself available on a full-time bases to assume that position
on or before such date.  In that position, you will report directly to the
President.  


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






2.Compensation.



A. Your initial base salary will be at the rate of $210,000 per
year.  Your base salary will be subject to adjustment by the Company's Board of
Directors on an annual basis.


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



C.  The Company will deduct and withhold, from the base salary
payable to you hereunder, any and all applicable Federal, state and local income
and employment withholding taxes and any other amounts required to be deducted
or withheld by the Company under applicable statute or regulation.

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3.Employee Stock Options.As soon as possible after you
join the 





Company as Vice President Preclinical Sciences, the Company will recommend to
its Board of Directors that you be granted a stock option to purchase 65,000
shares of Pharmacyclics Common Stock.  The option, if approved, will have an
exercise price equal to 100% of the fair market value of the Pharmacyclics
Common Stock on the grant date and will have a maximum term of 10 years, subject
to earlier termination upon your cessation of employment with the Company.  The
option will become exercisable as follows:  the option will become exercisable
for 16,250 shares upon completion of one year of service after your date of
hire, the option will become exercisable for the remaining 48,750 shares in a
series of 36 equal successive monthly installments upon completion of each month
of service thereafter.  All vesting under your option will cease upon your
termination of employment.  The remaining terms and conditions of your option
will be in accordance with the standard provisions utilized for stock option
grants under the Company's 2004 Equity Incentive Award Plan.


4.Expense Reimbursement.  You will be entitled to
reimbursement from the Company for all customary, ordinary and necessary
business expenses incurred by you in the performance of your duties hereunder,
provided you furnish the Company with vouchers, receipts and other details of
such expenses within thirty (30) days after they are incurred, in compliance
with the Company's travel and expense reimbursement policies.


5.Fringe Benefits.  You will be eligible to
participate in any group life insurance plan, group medical and/or dental
insurance plan, accidental death and dismemberment plan, short-term disability
program and other employee benefit plans, including the Section 401(k) plan and
the Employee Stock Purchase Plan, which are made available to executive officers
of the Company and for which you otherwise qualify.




6.Vacation.  You will accrue paid vacation benefits in
accordance with the Company policy in effect for executive officers.



7.Restrictive Covenants.  During the period of service as
Vice President Preclinical Sciences:




	you will devote your full working time and effort to the performance
of your duties as Vice President Preclinical Sciences; and


	except as approved by the President & CEO you will not directly or
indirectly, whether for your own account or as an employee, consultant or
advisor, provide services to any business enterprise other than the Company.


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However, you will have the right to perform such incidental
services as are necessary in connection with (a) your private passive
investments, (b) your charitable or community activities, and (c) your
participation in trade or professional organizations, but only to the extent
such incidental services do not interfere with the performance of your services
as Vice President  Preclinical Sciences.


8.Proprietary Information.  Upon the commencement
of your services as Vice President Preclinical Sciences, you will sign and
deliver to the Company the standard-form Proprietary Information and Inventions
Agreement required of all key employees of the Company.


9.Termination of Employment. 



A.  Your employment as Vice President Preclinical Sciences
pursuant to this agreement will be entirely at will.


B.  The Company may terminate your employment under this
agreement 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 for
cause pursuant to subparagraph D below.


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


D.  The Company may at any time, upon written notice, terminate
your employment hereunder for cause.  Such termination will be effective
immediately upon such notice.



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


	acts of fraud or embezzlement or other intentional misconduct, or
	failure to correct any material deficiency in the performance of your
services as Vice President Preclinical Sciences  within thirty (30)
days after written notification of such deficiency from the Board, or
	misappropriation or unauthorized disclosure or use of the Company's
proprietary information.  








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10.Partially Integrated Agreement.  If you accept this
offer, this letter and the Proprietary Information and Inventions Agreement
shall constitute the complete agreement between you and Company with respect
to the terms and conditions of your employment.  Any prior or contemporaneous
representations (whether oral or written) not contained in this letter or the
Proprietary Information and Inventions Agreement or contrary to those
contained in this letter or the Proprietary Information and Inventions
Agreement, are expressly cancelled and superceded by this offer.   Except as
otherwise specified herein, the terms and conditions of your employment may not
be changed, except in another letter or written agreement, signed by you and the
CEO of the Company.


Please indicate your acceptance of the foregoing
provisions of this employment agreement by signing the enclosed copy of this
agreement and returning it to the Company, preferably no later than May 12,
2006, beyond which we cannot assure you that the position will remain
available.






 
Very truly yours,


PHARMACYCLICS, INC.





By  /s/ Colleen DeGeorge 

                               Title:  Associate Director, Human Resources















ACCEPTED BY AND AGREED TO


Signature: /s/ David J. Loury


Dated: May 10, 2006