Prepared by MerrillDirect





EXHIBIT 10.63B


ASSIGNMENT OF LEASE


             THIS ASSIGNMENT (the “Assignment”),
dated as of this 22nd day of March, 2001, is made between Shaman
Pharmaceuticals, Inc., a Delaware corporation, (“Assignor”) and Tularik Inc., a
Delaware corporation (“Assignee”), with reference to the following:


RECITALS:


             WHEREAS, Assignor is the tenant
under that certain Industrial Lease Agreement dated January 1, 1993, as
amended with Grand/Roebling Investment Company (“Landlord”) for the premises
located in the City of South San Francisco, County of San Mateo, State of
California, commonly known as 213 East Grand Avenue, 217 East Grand Avenue, 317
Roebling Road, and 333 Roebling Road (the “Premises”);


             WHEREAS, Assignor desires to
assign all its right, title and interest in the Lease to Assignee under the
terms and conditions set forth in Stipulation Regarding Assumption and
Assignment of Lease by and among Assignor, Assignee and Landlord (the
“Stipulation”) filed with the Bankruptcy Court for the Northern District of
California in Debtor’s Chapter 11 reorganization bankruptcy case (the
“Court”); and


             WHEREAS, the Stipulation and
this Assignment have been approved by an order of the Court (the “Order”);


             NOW, THEREFORE, in consideration of
the mutual covenants and conditions contained herein, the payment of the
amounts and performance of the obligations set forth in the Stipulation, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:


             1.          Assignment
and Assumption.  This Assignment
shall take effect on the later of March 26, 2001 or the eleventh (11th)
calendar day following entry of the Order, which Order has not been stayed or
reversed during the ten days following its entry (the “Effective Date”).  On the Effective Date, Assignee shall pay to
Assignor the Debtor’s Proceeds set forth in the Stipulation; Assignee shall pay
to Landlord the amounts required by paragraph 2 of the Stipulation; Assignee
(as tenant) and Landlord (as landlord) shall execute and deliver to one another
an amendment to the Lease consistent with the Stipulation; and Assignor shall
deliver possession of the Premises to Assignee, subject only to those listed on
Schedule 1 attached hereto.  Except for
the existing $128,080 security deposit on deposit with Landlord (which amount
has been forfeit to Landlord by Assignor), Assignor assigns and transfers to
Assignee all its right, title and interest in the Lease; and except as
otherwise set forth in the Stipulation, Assignee accepts the assignment and
assumes and agrees to perform as a direct obligation to Landlord, all the
provisions of the Lease to the extent relating to events occurring from and
after the Effective Date and the obligations assumed by Assignee in paragraphs
4 and 5 of the Stipulation, except for Assignor’s Responsibilities under
paragraph 2 below and except as expressly modified in the Stipulation.  From and after the Effective Date, Assignor
shall have no obligations under the Lease, except as set forth in the
Stipulation and the next paragraph.





             2.          Assignor
Responsibilities.  In addition to
its obligations under the Stipulation, Assignor hereby agrees to indemnify,
defend, protect and hold Tularik and Landlord harmless from and against (a) any
claim for payment of any fees or commissions to any real estate broker or agent
in connection with the Assignment (including, without limitation,, any fees or
commissions to any real estate broker or agent payable by Tularik in connection
with the Assignment) or any sublease entered into by Debtor or any brokers
agreement entered into by Debtor, (b) any claim by any subtenant at the
Premises for return of any rent security deposits and pre-paid rent under any
subleases collected by Assignor with respect to subleases of portions of the Premises;
and (c) any claim by any subtenant at the Premises for return of any earnest
money deposits collected by Assignor during Assignor’s bankruptcy
proceeding.  .


             3.          Sublease
Back.  Beginning on the Effective
Date, and for a term of six months thereafter, Assignee shall sublease back to
Assignor, rent free, and will allow Assignor to remain in possession of,
approximately 3,000 square feet of laboratory space and 2,000 square feet of
warehouse space, such space to be mutually agreed by the Assignor and Assignee
prior to the Effective Date pursuant to a separate written agreement to be
executed by Assignor and Assignee.


 


	ASSIGNOR:	 	ASSIGNEE:
	Shaman Pharmaceuticals, Inc.,

  a Delaware corporation	 	Tularik Inc.,

  a Delaware corporation
	 	 	 
	 	 	 
	By:  
  /s/ Steven R. King

	 	By:  
  /s/ William J. Rielind


	Title: 
  Chief Operating Officer

	 	Title: 
  Executive Vice President, Administration


	Date: 
  March 22, 2001

	 	Date: 
  March 22, 2001








 


LANDLORD’S
CONSENT


             The undersigned, as landlord under
the Lease referenced in the attached Assignment, does hereby consent to the
Assignment under the terms and conditions set forth in the Stipulation,
together with the following terms and conditions:


1.          No Waiver.  Landlord’s consent shall not be deemed to be
a waiver of any restrictions contained in the Lease concerning further
assignment, subleasing or hypothecation of the Lease.


2.          Broker Fees and Sublease deposits.  Assignor hereby agrees to indemnify, defend,
protect and hold Landlord harmless from and against (a) any claim for payment
of any fees or commissions to any real estate broker or agent in connection
with the Assignment, (b) any claim by any subtenant at the Premises for return
of any rent security deposits under any subleases collected by Assignor with
respect to subleases of portions of the Premises; and (c) any claim by any
subtenant at the Premises for return of any earnest money deposits collected by
Assignor during Assignor’s bankruptcy proceeding.


	 
	LANDLORD:
	 
	Grand/Roebling Investment Company,

  a California limited partnership
	 
	 
	By:  
  /s/ J. Stanley Mattison


	        
  J. Stanley Mattison
	        
  Its:  general partner
	 
	ASSIGNOR:
	 
	Shaman Pharmaceuticals, Inc.
	a Delaware corporation
	 
	 
	By: 
  /s/ Steven R. King


	Name: 
  Steven R. King


	Its: 
  Chief Operating Officer