Prepared by MerrillDirect





EXHIBIT 10.63A


Stephen D. Finestone
(125675)

LAW OFFICES OF STEPHEN D. FINESTONE

456 Montgomery Street, 20th Floor

San Francisco, CA 94104

Telephone: (415) 421-2624

Facsimile:  (415) 398-2820


Dean M. Gloster (State
Bar No. 109313)

Sandra Kearney (State Bar No. 154578)

FARELLA BRAUN & MARTEL LLP

Russ Building, 30th Floor

235 Montgomery Street

San Francisco, CA  94104

Telephone:  (415) 954-4400

Facsimile:  (415) 954-4480


Attorneys for Debtor and
Debtor in Possession

SHAMAN PHARMACEUTICALS, INC.






UNITED
STATES BANKRUPTCY COURT


NORTHERN
DISTRICT OF CALIFORNIA


SAN
FRANCISCO DIVISION








	In
  re Shaman Pharmaceuticals, Inc.,	Case
  No. 01-30035 TC  
	 	 
	Debtor.	Chapter
  11
	 	 
	 	STIPULATION REGARDING ASSUMPTION AND ASSIGNMENT OF DEBTOR’S
  LEASE










             The
Debtor and Debtor in Possession, Shaman Pharmaceuticals, Inc., a Delaware
corporation (“Debtor”), the assignee of its lease, Tularik Inc., a Delaware
corporation (“Tularik”) and the Debtor’s landlord, Grand/Roebling Investment
Company, a California limited partnership (“Landlord”), by and through their
attorneys of record, hereby stipulate and agree to the assumption and
assignment of Debtor’s lease to Tularik, as modified as described below, all
under the following terms and conditions.


BACKGROUND FACTS


             A.         Debtor is the tenant under that certain
Industrial Lease Agreement dated January 1, 1993, as amended (the “Lease”)
with 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”).





             B.          Debtor is the Debtor in Possession in
the above-captioned Chapter 11 bankruptcy reorganization case (the
“Bankruptcy Case”).


             C.          Debtor agreed, by letter of intent
dated February 7, 2001 (the “Letter of Intent”) to assume and assign the
Lease to Tularik, under the terms and conditions set forth in the Letter of
Intent, all subject to Bankruptcy Court approval.


             D.         Debtor filed a motion to assume and
assign the Lease to Tularik (the “Motion”) and Landlord filed an opposition to
the Motion.  At the hearing on
March 9, 2001, the Bankruptcy Court neither granted nor denied the Motion,
but indicated that the Bankruptcy Court would issue a final ruling on the
Motion during the week of March 12, 2001.


             E.          After the hearing on the Motion,
representatives of the Debtor, the Landlord and Tularik met in person and by
phone and reached this agreement (1) to permit assumption and assignment
of the Lease under the terms and conditions set forth in this Stipulation and
(2) to resolve all disputes among them regarding the Lease, including
without limitation claims of damages and breach of the Lease prior to its
assignment and assumption.  As part of
this Stipulation, Tularik and the Landlord have agreed that Tularik would
immediately exercise the first extension option under the Lease for a
mutually-agreed Base Rent for the first lease year for the first option period,
and agreed to certain other modifications of the Lease, all as described below.


STIPULATION


             The parties agree and hereby
stipulate as follows:





             1.          Assumption and Assignment Lease.  Landlord consents to the assumption and
assignment of the Lease to Tularik, as the Lease shall be amended consistent
with this Stipulation, and agrees that, conditioned on payment of the sums and
performance of the obligations set forth in this Stipulation, all existing
defaults under the Lease shall be deemed cured as of the Effective Date of the
Assignment.  Landlord agrees that the
extension options set forth in the Lease may be exercised by Tularik upon
assignment of the Lease.  The parties
agree that the effective date of the assumption and assignment of the Lease
(the “Effective Date”) shall be the later of (A) March 26, 2001 or (B) the
eleventh calendar day following entry of the order (the “Order”) by the
Bankruptcy Court approving this Stipulation and the assumption and assignment
of the Lease, substantially in the form attached as Exhibit A to this
Stipulation, which Order contains a finding that Tularik is entitled to the
protections of Bankruptcy Code section 363(m) as a purchaser of the Debtor’s
leasehold interest in the Lease in good faith, and which Order has not been
stayed pending appeal or reversed in the 10 calendar day period following entry
of the Order.  Debtor, Tularik, and
Landlord shall execute and deliver to one another an assignment and assumption
of lease (the “Assignment and Assumption”) in the form attached as
Exhibit B to this Stipulation on or prior to March 21, 2001 (the effectiveness
of which is conditioned only upon (A) entry of the Order and the passage of ten
calendar days after entry without its stay pending appeal or reversal and (B)
payment of the sums required by this Stipulation).  On or prior to March 21, 2001, Tularik and Landlord shall execute
and deliver to one another an amendment to the Lease that shall include the
changed terms set forth in this Stipulation (the “Amendment”), which Amendment
is conditioned only upon (A) entry of the Order and the passage of ten calendar
days after entry without its stay pending appeal or reversal and (B) payment of
the sums required by this Stipulation.


             2.          Payments Among The Parties.  On the Effective Date, Tularik shall pay a
total of $1,420,000, including the release to Debtor of the $50,000 (plus
interest) held in escrow by Bank of San Francisco, for the assignment of the
Lease and shall pay an additional $128,080 as a security deposit to Landlord in
connection with the Lease as follows:


•            Tularik
shall pay $112,321 to Landlord for the benefit of Debtor to cure all
pre-Effective Date defaults for non-payment of Rent (including Additional Rent
and insurance operating expenses/taxes incurred) relating to periods prior to
the Effective Date of the Assignment (specifically including Excess Rent for
sums collected from subtenants through the Effective Date).



•            Landlord
shall retain Debtor’s existing $128,080 security deposit, which shall be
forfeited to Landlord on the Effective Date.






•            Tularik
shall pay $128,080 to Landlord as a replacement security deposit under the
Lease.



•            Tularik
shall pay $171,920 to Landlord in consideration of Landlord’s agreement to fix
the Rent for the first extension term of the Lease as provided in
paragraph 6 of this Stipulation and Landlord’s other modification of the
terms of the Lease for the benefit of Tularik including those set forth in
paragraph 7 of this Stipulation.



•            Tularik
shall pay $1,135,759 to Debtor for assignment of Lease (the “Debtor’s
Proceeds”).



•            From
the Debtor’s Proceeds, Debtor shall pay all brokers’ commissions due and owing
in connection with the Assignment of the Lease and shall repay all earnest
money deposits advanced by subtenants during Debtor’s bankruptcy proceeding in
connection with a motion to approve proposed subleases filed by Debtor.



             3.          Retained Consideration.  In addition to the amounts set forth in
paragraph 2 above, Tularik shall retain $50,000 (the “Deferred Amount”)
until (the “Deferred Payment Date”) the earlier of (1) February 28,
2003, or (2) the date by which Tularik corrects the Deferred Maintenance
Issues (defined below) set forth in paragraph 4 of this Stipulation.  If actual out-of-pocket costs spent by
Tularik to correct the Deferred Maintenance Issues exceed $100,000, then
Tularik shall apply portions of the $50,000 Deferred Amount to those excess
costs.  Tularik shall have no
responsibility for the Deferred Maintenance Issues in excess of $150,000.  On the Deferred Payment Date, Tularik shall
pay Debtor the unspent balance of the Deferred Amount.


             4.          Deferred Maintenance Issues.  On or before February 28, 2003, Tularik
agrees, pursuant to the terms of the Lease, to correct, pursuant to plans and
specifications, and using contractors, reasonably approved by Landlord, the
deferred maintenance problems existing as of the Effective Date on the Tenant’s
Common Areas (defined in the Lease) (“the Deferred Maintenance Issues”) that
are the responsibility of the tenant under the Lease, identified in Paragraph
13 of the Declaration of J. Stanley Mattison, dated February 27, 2001, filed in
opposition to the Motion.  As discussed
in paragraph 3 above, if Tularik’s actual out-of-pocket costs spent
correcting the Deferred Maintenance Issues exceed $100,000, Tularik may use the
Deferred Amount to pay those excess expenses. 
Tularik shall have no obligation to correct the Deferred Maintenance
Issues in excess of this $150,000.





             5.          217 Grand Building.  On or before February 28, 2008, Tularik
agrees to repair the interior of the building at 217 East Grand Avenue (“217
Grand”) to return it to a condition that is habitable and usable, pursuant to
plans and specifications, and using contractors, approved by Landlord in its
reasonable discretion.  Tularik may
finish the space as laboratory space, office or administrative space, or a
mixture of those spaces and warehouse space.


             6.          Exercise of First Extension Option;
Extension Term Rent.  Landlord and
Tularik agree that as of the Effective Date Tularik shall have been deemed to
have exercised the first extension option in the Lease for the first extension
term running through February 28, 2008, and Landlord accepts this exercise
of the first extension option.  Landlord
and Tularik agree that the Base Rent for the first year of that extension term
commencing March 1, 2003 shall be $250,000 per month and the Base Rent for
the remainder of the first and second extension term shall be increased by an
amount equal to three percent (3%) per year.


             7.          Modifications to Lease.  Notwithstanding Bankruptcy Code Section
365(f) and the Standor Jewelers case, the parties to the Stipulation
agree that through February 28, 2003, Tularik shall continue to pay
Landlord 25 percent of the excess rents collected by Tularik from each
subtenant in the premises as provided in Section 10.02(d) of the Lease, but
from and after March 1, 2003 Landlord shall no longer be entitled to any
portion of any sublease or assignment proceeds received by Tularik with respect
to the Premises.


             8.          Other Matters.  Debtor agrees to indemnify, defend, protect
and hold harmless both Landlord and Tularik from and against any and all claims
from existing subtenants on the Premises for (a) return of security
deposits paid by those subtenants to Debtor and (b) earnest money deposits
advanced by any subtenants in connection with Debtor’s motion to approve their
subleases or proposed subleases during Debtor’s bankruptcy proceeding.  Debtor also agrees to indemnify, defend,
protect and hold harmless Tularik from any claim (other than the obligations
assumed by Tularik in paragraphs 4 and 5 of this Stipulation) by any third
party, including, without limitation, Landlord or any subtenant for claims
arising on or before (but not after) the Effective Date arising from, in
connection with, or related to Debtor’s leasehold, possession of the Premises,
subleasing on the Premises, or the Lease. 
(This indemnification shall not apply to any breach by Tularik after the
Effective Date of a sublease identified on Schedule 1 to the Assignment of
Lease attached as Exhibit B to this Stipulation.)  Further, Debtor agrees to indemnify, defend, protect and hold
harmless both Tularik and Landlord from and against any claim or liabilities
for any broker’s commission with respect to this assumption and assignment of
the Lease or any subleases entered into by Debtor, or any broker’s agreement
entered into by Debtor.  Landlord
consents to the rent-free sublease of a 5,000 square foot portion of the
Premises to Debtor for six months after the Effective Date as contemplated in
the Assignment of Lease attached as Exhibit B to this Stipulation.  The parties agree to execute and deliver and
further documents that may be necessary to carry out the terms of the
Stipulation, including without limitation any amendment to the Lease necessary
or appropriate to reflect its terms. 
This Stipulation is the result of negotiations among all three parties
and shall not be construed in favor of any party as the non-drafting
party.  The terms of this Stipulation
shall supercede the Letter of Intent, the Motion, and (until amended to reflect
the changes set forth in this Stipulation) the Lease.


             9.          Releases.  Subject to conditions precedent of payment
of the sums set forth in paragraph 2, execution and delivery of the Assignment
of Lease and execution and delivery of the Amendment as required by this
Stipulation, the parties agree as follows: 
Except for the obligations set forth in this Stipulation, and except for
the obligations of Tularik and Landlord to each other under the Lease from and
after the Effective Date, each of the parties to this Stipulation hereby
releases the other parties, together with any of their officers, directors,
partners, agents, or attorneys from any and all claims or liabilities.  Each of the parties explicitly agrees to
waive the protections of California Civil Code § 1542 which provides that
“a general release does not extend to claims which the creditor does not know
or suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the
debtor.”  Except as set forth in this
Stipulation with respect to the payment obligations under this Stipulation and
the obligation of Tularik in paragraph 4 to correct Deferred Maintenance
Issues and in paragraph 5 to repair the 217 Grand building, Landlord
expressly waives all defaults, claims or claimed defaults arising prior to the
Effective Date against either Debtor or Tularik in connection with the Lease,
and Debtor expressly waives all defaults, claims or claimed defaults against
Landlord arising prior to the Effective Date in connection with the Lease.  Following the Effective Date, Landlord
agrees not to assert any such pre-Effective Date claims against Debtor or
Tularik, in the bankruptcy proceeding of Debtor or otherwise.





 


	DATED:  March
  19, 2001	FARELLA
  BRAUN & MARTEL LLP
	 	 
	 	 
	 	  /s/ Dean M. Gloster


	 	Dean
  M. Gloster

  Attorneys for Debtor and Debtor in Possession
	 	SHAMAN
  PHARMACEUTICALS, INC.
	 	 
	DATED:  March
  19, 2001	COOLEY
  GODWARD LLP
	 	 
	 	 
	 	  /s/ Robert L. Eisenbach III 


	 	Robert
  L. Eisenbach III 
	 	Attorneys
  for TULARIK INC.
	 	 
	DATED:  March
  19, 2001	SEDGWICK,
  DETERT, MORAN & ARNOLD
	 	 
	 	  /s/ Gary c. Sheppard


	 	Gary
  C. Sheppard
	 	Attorneys
  for

  GRAND/ROEBLING INVESTMENT COMPANY