08142006 8K Exhibit 10.5





EXHIBIT 10.5



FOURTH AMENDMENT TO NEW LEASE


This Fourth Amendment to New Lease ("Amendment") is entered into, and dated
for reference purposes, as of August 14, 2006 (the "Execution Date"), with the
understanding and agreement that it shall be effective

retroactively as of August 1, 2006 (as provided further in Section 1(b) below),
by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation
("Metropolitan"), as Landlord ("Landlord"), and Pharmacyclics, Inc., a Delaware
corporation ("Pharmacyclics"), as Tenant ("Tenant"), with reference to the
following facts ("Recitals"):



	Landlord and Tenant are parties to that certain written lease comprised of
the following: that certain Lease and Lease Termination Agreement dated as of
June 14, 2000 (the "New Lease"), that certain First Amendment to New Lease dated
as of April 10, 2001 (the "First Amendment"), that certain Second Amendment to
New Lease dated as of June 29, 2001 and that certain Third Amendment to New
Lease dated as of February 5, 2003 for the premises more particularly described
therein of 64,776 rentable square feet ("RSF") located at 995 and 999 E. Argues
Avenue, Sunnyvale, California ("Existing Premises"). The New Lease, as amended,
is referred to herein as the "Existing Lease."
	Landlord and Tenant desire to provide for extension of the Lease Term and
other amendments of the Existing Lease as more particularly set forth
below.





NOW, THEREFORE, in consideration of the foregoing, and of the mutual
covenants set forth herein and of other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:


Section 1.Scope of Amendment: Defined Terms.




	Except as expressly provided in this Amendment, the Existing Lease shall
remain in full force and effect. Should any inconsistency arise between this
Amendment and the Existing Lease as to the specific matters which are the
subject of this Amendment, the terms and conditions of this Amendment shall
control. The term 'New Lease' as used herein and in the Existing Lease shall
refer to the Existing Lease as modified by this Amendment, except as expressly
provided in this Amendment. All capitalized terms used in this Amendment and not
defined herein shall have the meanings set forth in the Existing Lease unless
the context clearly requires otherwise.
	The parties acknowledge and agree that this Lease has been executed by both
parties after August 1, 2006, but this Amendment shall be effective
retroactively as of August 1, 2006 with the same force and effect as if executed
on that date. Tenant shall be entitled to credit against the rents due and
becoming due under this Lease the amount of rent actually paid under the
Existing Lease by Tenant for the period after July 31, 2006, and Tenant shall
pay Landlord within ten days after notice from Landlord the amount (if any) by
which the rent actually paid by Tenant underpaid the rents payable under this
Lease for such period.




Section 2.Extension of Term.  Landlord and Tenant
acknowledge and agree that, before giving effect to this Amendment, pursuant to
the Existing Lease, the Expiration Date of the Lease Term of the Existing Lease
is scheduled to be December 31, 2007. Notwithstanding any provision of the
Existing Lease to the contrary, the Existing Lease is hereby amended to provide
that the Expiration Date of the Lease Term of the Existing Lease shall be
extended for an additional term of 24 months (the "Second Extended Term") from
December 31, 2007 to December 31, 2009 (hereafter, the "Expiration Date" with
respect to the Second Extended Term), unless sooner terminated pursuant to the
terms of the Lease. Landlord and Tenant acknowledge and agree that this
Amendment provides all rights and obligations of the parties with respect to
extension of the current Term, whether or not in accordance with any other
provisions, if any, of the Existing Lease regarding renewal or extension, and
any such provisions, options or rights for renewal or extension provided in the
Existing Lease are hereby deleted as of the Execution Date. The defined term
"Lease Term" in the Existing Lease shall be deemed to include the Second
Extended Term.


Section 3.Modification of Monthly Rent.  Notwithstanding
any provision of the Existing Lease to the contrary, commencing on August 1,
2006 and continuing through the Expiration Date of the Second Extended Term:


(a)the amount of Monthly Installments of rent due and payable monthly by
Tenant for the Existing Premises is hereby amended and shall be as follows: 


	
Period
from/through
	Monthly Rate

 
	
 Monthly
Installment 

	
 8/1/06-7/31/07 
	$1.15/NNN

 
	
$74,492.40 

	
 8/1/07-7/31/08 
	$1.18/NNN

 
	
$76,435.68 

	
 8/1/08-7/31/09 
	$1.22/NNN

 
	
$79,026.72 

	
 8/1/09-12/31/09 
	$1.26/NNN

 
	
$81,617.76 









(b)Tenant shall continue to pay Tenants Pro Rata Share of 81.2% of all Property
Taxes and other charges which the Existing Lease obligates Tenant to pay on the
basis of Tenants Pro Rata Share.




Section 4.Security Deposit.  Landlord acknowledges that as
of the Execution Date it holds a Security Deposit composed of cash in the amount
of Seventy Three Thousand Four Hundred Ten Dollars ($73,410.00) and the Letter
of Credit in the amount of Four Hundred Fifty Thousand Dollars ($450,000.00)
(the "Letter of Credit"). Notwithstanding any provision of the Existing Lease to
the contrary, Tenant shall keep the Letter of Credit in full force and effect
through and including February 14, 2010. Within 30 days after the Execution
Date, Tenant shall deliver to Landlord a written amendment of the Letter of
Credit deleting the reference to December 31, 2008 as the date beyond which the
Letter of Credit will not be automatically renewed and inserting in its place
February 14, 2010.


Section 5."AS IS" Condition.  Notwithstanding any provision
of the Existing Lease to the contrary, Tenant hereby leases for the Second
Extended Term and accepts the Existing Premises in its "AS IS" condition
existing on the Execution Date, without any express or implied representations
or warranties of any kind by Landlord, its brokers, manager or agents, or the
employees of any of them regarding the Premises; and Landlord shall not have any
obligation to construct or install any tenant improvements or alterations or to
pay for any such construction or installation. Tenant acknowledges that Tenant
presently occupies the Existing Premises.


Section 6. Brokers.  Notwithstanding any other provision of
the Lease to the contrary, Landlord and Tenant each respectively represents that
it has had no dealings with any real estate broker or agent in connection with
this Amendment, and it knows of no other real estate broker or agent who is
entitled to a commission in connection with this Amendment. Tenant agrees to
indemnify, protect, defend and hold harmless Landlord against and from all
claims, liability, loss, damage, cost and expense arising out of any claims for
brokerage commissions or fees by any broker or agent claiming to represent or to
have dealt with Tenant in connection with the subject matter of this Amendment.
Landlord agrees to indemnify, protect, defend and hold harmless Tenant against
and from all claims, liability, loss, damage, cost and expense arising out of
any claims for brokerage commissions or fees by any broker or agent claiming to
represent or to have dealt with Landlord in connection with the subject matter
of this Amendment. The foregoing representations and obligations shall survive
the expiration or sooner termination of the Lease.


Section 7.Time of Essence.  Without limiting the generality
of any other provision of the Lease, time
is of the essence to each and every term and condition of this Amendment.


Section 8.Attorneys' Fees.  Each party to this Amendment
shall bear its own attorneys' fees and costs incurred in connection with the
discussions preceding, negotiations for and documentation of this Amendment. In
the event any party brings any suit or other proceeding with respect to the
subject matter or enforcement of this Amendment or the Lease as amended, the
prevailing party (as determined by the court, agency or other authority before
which such suit or proceeding is commenced) shall, in addition to such other
relief as may be awarded, be entitled to recover attorneys' fees, expenses and
costs of investigation as actually incurred, including court costs, expert
witness fees, costs and expenses of investigation, and all attorneys' fees,
costs and expenses in any such suit or proceeding (including in any action or
participation in or in connection with any case or proceeding under the
Bankruptcy Code, 11 United States Code Sections 101 et seq., or any
successor statutes, in establishing or enforcing the right to indemnification,
in appellate proceedings, or in connection with the enforcement or collection of
any judgment obtained in any such suit or proceeding).


Section 9.Effect of Headings: Recitals: Exhibits.  The
titles or headings of the various parts or sections hereof are intended solely
for convenience and are not intended and shall not be deemed to or in any way be
used to modify, explain or place any construction upon any of the provisions of
this Amendment. Any and all Recitals set forth at the beginning of this
Amendment are true and correct and constitute a part of this Amendment as if
they had been set forth as covenants herein. Exhibits, schedules, plats and
riders hereto which are referred to herein are a part of this Amendment.


Section 10.Entire Agreement: Amendment.  This Amendment
taken together with the Existing Lease, together with all exhibits, schedules,
riders and addenda to each, constitutes the full and complete agreement and
understanding between the parties hereto and shall supersede all prior
communications, representations, understandings or agreements, if any, whether
oral or written, concerning the subject matter contained in this Amendment and
the Existing Lease, as so amended, and no provision of the Lease as so amended
may be modified, amended, waived or discharged, in whole or in part, except by a
written instrument executed by all of the parties hereto.


Section 11.Authority.  Each party represents and warrants
to the other that it has full authority and power to enter into and perform its
obligations under this Amendment, that the person executing this Amendment is
fully empowered to do so, and that no consent or authorization is necessary from
any third party. Landlord may request that Tenant provide Landlord evidence of
Tenant's authority.


Section 12.Counterparts.  This Amendment may be executed in
two or more counterparts, which when taken together shall constitute one and the
same instrument, and the signature of any party to any counterpart shall be
deemed a signature to, and may be appended to, any other counterpart. Each
counterpart shall be equally admissible in evidence, and each original shall
fully bind each party who has executed it. The parties contemplate that they may
be executing counterparts of this Amendment transmitted by facsimile and agree
and intend that a signature by facsimile machine shall bind the party so signing
with the same effect as though the signature were an original signature.


  IN WITNESS WHEREOF, the
parties hereto have executed this Amendment as of the date first set forth
above.

TENANT:PHARMACYCLICS, INC., 

a Delaware corporation


By:
/s/  RICHARD MILLER

Print Name:Richard Miller

Title:CEO

(Chairman of Board, President or Vice President)



By:
/s/  LEIV LEA

Print Name:Leiv Lea

Title:VP & CFO

(Secretary, Assistant Secretary, CFO or Assistant Treasurer)




LANDLORD:METROPOLITAN LIFE INSURANCE COMPANY, 

a New York corporation


By:
/s/  JOEL R. REDMON

Print Name:Joel R. Redmon

Title:Assistant Vice-President