**EXHIBIT 10.63B**

**ASSIGNMENT OF LEASE**

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

**RECITALS:**

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

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

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

**             NOW, THEREFORE,**in consideration ofthe mutual covenants and conditions contained herein, the payment of theamounts and performance of the obligations set forth in the Stipulation, andother good and valuable consideration, the receipt and sufficiency of which ishereby acknowledged, the parties agree as follows:

             1.          Assignmentand Assumption.  This Assignmentshall 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 orreversed during the ten days following its entry (the “Effective Date”).  On the Effective Date, Assignee shall pay toAssignor the Debtor’s Proceeds set forth in the Stipulation; Assignee shall payto Landlord the amounts required by paragraph 2 of the Stipulation; Assignee(as tenant) and Landlord (as landlord) shall execute and deliver to one anotheran amendment to the Lease consistent with the Stipulation; and Assignor shalldeliver possession of the Premises to Assignee, subject only to those listed onSchedule 1 attached hereto.  Except forthe existing $128,080 security deposit on deposit with Landlord (which amounthas been forfeit to Landlord by Assignor), Assignor assigns and transfers toAssignee all its right, title and interest in the Lease; and except asotherwise set forth in the Stipulation, Assignee accepts the assignment andassumes and agrees to perform as a direct obligation to Landlord, all theprovisions of the Lease to the extent relating to events occurring from andafter the Effective Date and the obligations assumed by Assignee in paragraphs4 and 5 of the Stipulation, except for Assignor’s Responsibilities underparagraph 2 below and except as expressly modified in the Stipulation.  From and after the Effective Date, Assignorshall have no obligations under the Lease, except as set forth in theStipulation and the next paragraph.

             2.          AssignorResponsibilities.  In addition toits obligations under the Stipulation, Assignor hereby agrees to indemnify,defend, protect and hold Tularik and Landlord harmless from and against (a) anyclaim for payment of any fees or commissions to any real estate broker or agentin connection with the Assignment (including, without limitation,, any fees orcommissions to any real estate broker or agent payable by Tularik in connectionwith the Assignment) or any sublease entered into by Debtor or any brokersagreement entered into by Debtor, (b) any claim by any subtenant at thePremises for return of any rent security deposits and pre-paid rent under anysubleases 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 earnestmoney deposits collected by Assignor during Assignor’s bankruptcyproceeding.  .

             3.          SubleaseBack.  Beginning on the EffectiveDate, and for a term of six months thereafter, Assignee shall sublease back toAssignor, rent free, and will allow Assignor to remain in possession of,approximately 3,000 square feet of laboratory space and 2,000 square feet ofwarehouse space, such space to be mutually agreed by the Assignor and Assigneeprior to the Effective Date pursuant to a separate written agreement to beexecuted 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                            |