UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PHARMACYCLICS, INC.
---------------------------------------
(Name of Issuer)
Common Stock, $0.0001 Par Value
-------------------------------------
(Title of Class of Securities)
716933106
--------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
-----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 11, 1997
-------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be
sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 19 Pages
Exhibit Index: Page 15
<PAGE>
Page 2 of 19 Pages
SCHEDULE 13D
CUSIP No. 716933106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QUANTUM INDUSTRIAL PARTNERS LDC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 19 Pages
SCHEDULE 13D
CUSIP No. 716933106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QIH MANAGEMENT INVESTOR, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 19 Pages
SCHEDULE 13D
CUSIP No. 716933106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QIH MANAGEMENT, INC.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 19 Pages
SCHEDULE 13D
CUSIP No. 716933106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 600,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 600,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
624,500\1\
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
6.23%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------
\1\ See Item 5.
<PAGE>
Page 6 of 19 Pages
SCHEDULE 13D
CUSIP No. 716933106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEORGE SOROS (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 600,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
600,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
624,500\1\
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
6.23%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------
\1\ See Item 5.
<PAGE>
Page 7 of 19 Pages
SCHEDULE 13D
CUSIP No. 716933106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
STANLEY F. DRUCKENMILLER (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 600,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
600,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
624,500\1\
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
6.23%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------
\1\ See Item 5.
<PAGE>
Page 8 of 19 Pages
This Statement on Schedule 13D relates to shares of Common Stock,
$0.0001 par value per share (the "Shares"), of Pharmacyclics, Inc. (the
"Issuer"). This Amendment No. 1 supplementally amends the initial statement on
Schedule 13D dated February 28, 1997 (the "Initial Statement") filed by certain
of the Reporting Persons (as defined herein). This Amendment No. 1 is being
filed by the Reporting Persons to report a transfer in ownership of Shares held
for the account of Quantum Industrial Partners LDC, a Cayman Islands exempted
limited duration company ("QIP"), to Quantum Partners LDC, a Cayman Islands
exempted limited duration company ("Quantum Partners"). Capitalized terms used
herein but not defined herein have the meanings ascribed to them in the Initial
Statement. The Initial Statement is supplementally amended as follows.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
i) Soros Fund Management LLC ("SFM LLC");
ii) Mr. George Soros ("Mr. Soros"); and
iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller").
This Statement relates to the Shares held for the accounts of Quantum
Partners and Quasar International Partners C.V., a Netherlands Antilles limited
partnership ("Quasar Partners"). By virtue of the transfer reported herein, QIP,
QIH Management Investor, L.P. ("QIHMI") and QIH Management, Inc. ("QIH
Management") are no longer Reporting Persons.
The Reporting Persons
SFM LLC, a Delaware limited liability company, has its principal
office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Its
principal business is to serve, pursuant to contract, as the principal
investment manager to several foreign investment companies (the "SFM Clients"),
including Quantum Fund N.V., a Netherlands Antilles company ("Quantum Fund"),
Quantum Partners (the principal operating subsidiary of Quantum Fund) and Quasar
Partners. The business of SFM LLC is managed through a Management Committee (the
"Management Committee") comprised of Mr. Soros, Mr. Druckenmiller and Mr. Gary
Gladstein. SFM LLC has been granted investment discretion over portfolio
investments, including the Shares, held for the accounts of Quantum Partners,
Quantum Fund and Quasar Partners. Each of Quantum Fund, Quantum Partners and
Quasar Partners has its principal office at Kaya Flamboyan 9, Willemstad,
Curacao, Netherlands Antilles. SFM LLC's contracts with the SFM Clients
generally provide that SFM LLC is responsible for designing and implementing the
SFM Clients' overall investment strategies; for conducting direct portfolio
management strategies to the extent that SFM LLC determines that it is
appropriate to utilize its own portfolio management capabilities; for selecting,
evaluating and monitoring other investment advisors who manage separate
portfolios on behalf of the SFM Clients; and for allocating and reallocating the
SFM Clients' assets among the outside managers and itself.
Mr. Soros, as Chairman of SFM LLC, has the ability to direct the
investment decisions of SFM LLC and as such may be deemed to have investment
discretion over the Shares held for the accounts of Quantum Partners and Quasar
<PAGE>
Page 9 of 19 Pages
Partners. Mr. Druckenmiller, as Lead Portfolio Manager of SFM LLC, has the
ability to direct the investment decisions of SFM LLC and as such may be deemed
to have investment discretion over the Shares held for the accounts of Quantum
Partners and Quasar Partners. Set forth in Annex A hereto and incorporated by
reference in response to this Item 2 and elsewhere in this Schedule 13D as
applicable is a list of the Managing Directors of SFM LLC.
The principal occupation of Mr. Soros, a United States citizen,
is his direction of the activities of SFM LLC, which is carried out in his
capacity as Chairman of SFM LLC at SFM LLC's principal office.
The principal occupation of Mr. Druckenmiller, a United States
citizen, is his position as Lead Portfolio Manager and a Member of the
Management Committee of SFM LLC, which is carried out at SFM LLC's principal
office.
Pursuant to regulations promulgated under Section 13(d) of the
Act, SFM LLC, Mr. Soros, in his capacity as Chairman of SFM LLC, and Mr.
Druckenmiller, in his capacity as Lead Portfolio Manager of SFM LLC, each may be
deemed a beneficial owner of the Shares held for the accounts of Quantum
Partners and Quasar Partners as a result of the contractual authority of SFM LLC
to exercise voting and dispositive power with respect to such Shares.
During the past five years, none of the Reporting Persons,
Quantum Partners, Quasar Partners and, to the best of the Reporting Persons'
knowledge, any other person identified in response to this Item 2 has been (a)
convicted in a criminal proceeding, or (b) a party to any civil proceeding as a
result of which it or he has been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On March 11, 1997, Quantum Partners entered into an Assignment
and Transfer Agreement (the "Assignment Agreement") with QIP, a copy of which is
attached hereto as Exhibit F and incorporated herein by reference in response to
this Item 3, pursuant to which Quantum Partners expended $11,430,000 of its
working capital to purchase an aggregate of 600,000 Shares from QIP.
The Shares held for the accounts of Quantum Partners, Quasar
Partners and/or other SFM Clients may be held through margin accounts maintained
with brokers, which extend margin credit as and when required to open or carry
positions in their margin accounts, subject to applicable federal margin
regulations, stock exchange rules and such firms' credit policies. The Shares
which may be held in the margin accounts are pledged as collateral security for
the repayment of debit balances in the respective accounts.
Item 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for or
disposed of from the accounts of Quantum Partners and/or Quasar Partners were
acquired or disposed of for investment purposes. Neither Quantum Partners,
Quasar Partners, the Reporting Persons nor, to the best of their knowledge, any
of the other persons identified in response to Item 2, has any plans or
proposals that relate to or would result in any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
SFM LLC, Mr. Soros and Mr. Druckenmiller reserve the right to
acquire, or cause to be acquired, additional securities of the Issuer, to
<PAGE>
Page 10 of 19 Pages
dispose, or cause to be disposed, of such securities at any time or to formulate
other purposes, plans or proposals regarding the Issuer or any of its
securities, to the extent deemed advisable in light of general investment and
trading policies of the Reporting Persons and/or SFM Clients, market conditions
or other factors.
Item 5. Interest in Securities of the Issuer.
(a) Each of the Reporting Persons may be deemed the beneficial
owners of 624,500 Shares (approximately 6.23% of the total number of Shares
outstanding). This number includes (i) 600,000 Shares held for the account of
Quantum Partners and (ii) 24,500 Shares held for the account of Quasar Partners.
Quasar Partners previously entered into an investment advisory contract with
Oracle Investment Management, Inc. ("OIM") pursuant to which OIM was granted
investment discretion over certain funds of Quasar Partners (the "OIM
Contract"). The 24,500 Shares held for the account of Quasar Partners were
acquired at the direction of OIM pursuant to the OIM Contract. As a consequence
of SFM LLC's ability to terminate the OIM Contract with respect to all
investments, including those involving the Shares, and acquire voting and
dispositive power over the Shares within 60 days, notwithstanding the fact that
none of the Reporting Persons currently exercises such power, the Reporting
Persons may be deemed the beneficial owner of the Shares held for the account of
Quasar Partners at OIM.
(b) (i) Pursuant to the terms of the contract between Quantum
Fund and SFM LLC, SFM LLC may be deemed to have the sole power to direct the
voting and disposition of the 600,000 Shares held for the account of Quantum
Partners.
(ii) Pursuant to the terms of the contract between Quantum
Fund and SFM LLC and as a result of the positions held by Mr. Soros and Mr.
Druckenmiller with SFM LLC, each of Mr. Soros and Mr. Druckenmiller may be
deemed to have shared power to direct the voting and disposition of the 600,000
Shares held for the account of Quantum Partners.
(iii) OIM is currently vested with sole power to direct the
voting and disposition of the 24,500 Shares held for the account Quasar Partners
as a result of the OIM Contract. SFM LLC has the contractual authority on behalf
of Quasar Partners to terminate the OIM Contract within 60 days and, as a
result, the Reporting Persons may be deemed to have the ability to acquire the
voting and dispositive power held by OIM with respect to the 24,500 Shares.
(c) Except for the transaction described in Item 3 and Item 6 in
which QIP transferred to Quantum Partners 600,000 Shares at a price of $19.05
per Share, which was effected at the direction of SFM LLC pursuant to the
Assignment Agreement, there have been no transactions effected with respect to
the Shares since February 28, 1997 (the date of filing of the Initial Statement)
by any of the Reporting Persons, Quantum Partners or Quasar Partners.
(d) (i) The shareholders of Quantum Partners, including Quantum
Fund, have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the Shares held for the account of Quantum Partners
in accordance with their ownership interests in Quantum Partners.
(ii) The partners of Quasar Partners, including Quasar
International Fund N.V., a Netherlands Antilles corporation, have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares, held for the account of Quasar Partners in accordance with their
partnership interests in Quasar Partners.
<PAGE>
Page 11 of 19 Pages
(e) Each of QIP, QIHMI, and QIH Management ceased to be the
beneficial owner of more than 5% of the outstanding Shares of the Issuer on
March 11, 1997.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
QIP entered into the Assignment Agreement, which is incorporated
herein by reference. The description of the terms of the Assignment Agreement
below is qualified in its entirety by reference to the specific provisions of
such agreement.
Pursuant to the terms of the Assignment Agreement QIP assigned
and transferred to Quantum Partners, free and clear of all encumbrances of any
kind, its entire right, title and interest to the 600,000 Shares. In addition,
Quantum Partners was novated and substituted for QIP as a party to the Common
Stock Purchase Agreement entered into with the Issuer on February 21, 1997 (the
"Purchase Agreement"). QIP was released and discharged from all rights and
obligations under the Purchase Agreement. The Issuer acknowledged and agreed to
such novation and release and discharge.
Item 7. Material to be Filed as Exhibits.
A. Power of Attorney dated as of January 1, 1997 granted by Mr.
Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (filed as Exhibit A
to the Initial Statement and incorporated herein by reference).
B. Power of Attorney dated as of January 1, 1997 granted by Mr.
Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (filed as
Exhibit B to the Initial Statement and incorporated herein by reference).
C. Joint Filing Agreement dated March 13, 1997 by and among SFM
LLC, Mr. Soros and Mr. Druckenmiller.
D. Power of Attorney dated May 23, 1996 granted by QIP in favor
of Mr. Gary Gladstein, Mr. Sean Warren and Mr. Michael Neus (filed as Exhibit D
to the Initial Statement and incorporated herein by reference).
E. Form of Purchase Agreement entered into between the Issuer and
QIP (filed as Exhibit E to the Initial Statement and incorporated herein by
reference).
F. Assignment Agreement dated March 11, 1997, entered into
between QIP and Quantum Partners.
<PAGE>
Page 12 of 19 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: March 13, 1997 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Vice President
QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Vice President
SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Assistant General Counsel
GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 13 of 19 Pages
STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 14 of 19 Pages
ANNEX A
The following is a list of all of the persons (other than Stanley
Druckenmiller) who serve as Managing Directors of SFM LLC:
Scott K. H. Bessent
Walter Burlock
Brian J. Corvese
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
Sean C. Warren
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM LLC, and each has a business
address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York,
New York 10106.
To the best of the Reporting Persons' knowledge:
(a) None of the above persons holds any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
<PAGE>
Page 15 of 19 Pages
EXHIBIT INDEX
Page No.
--------
C. Joint Filing Agreement dated March 13, 1997 by and among
Soros Fund Management LLC, Mr. George Soros and Mr. Stanley
Druckenmiller....................................................... 16
F. Assignment and Transfer Agreement, dated March 11, 1997,
entered into between Quantum Industrial Partners LDC and
Quantum Partners LDC................................................ 17
Page 16 of 19 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D
with respect to the Common Stock of Pharmacyclics, Inc. dated March 13, 1997 is,
and any amendments thereto signed by each of the undersigned shall be, filed on
behalf of each of us pursuant to and in accordance with the provisions of Rule
13d- 1(f) under the Securities Exchange Act of 1934.
Date: March 13, 1997
SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Assistant General Counsel
GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
Page 17 of 19 Pages
EXHIBIT F
ASSIGNMENT AND TRANSFER AGREEMENT
ASSIGNMENT AND TRANSFER AGREEMENT (the "Agreement"), dated as of March
11, 1997, by and between Quantum Industrial Partners LDC ("QIP"), a Cayman
Islands limited duration company, and Quantum Partners LDC ("Quantum Partners"),
a Cayman Islands limited duration company.
WHEREAS, on February 21, 1997 (the "Closing Date"), QIP entered into a
Common Stock Purchase Agreement (the "Purchase Agreement") with Pharmacyclics,
Inc. ("Pharmacyclics") pursuant to which QIP purchased 600,000 shares of common
stock, par value $.0001 (the "Shares"), of Pharmacyclics for an aggregate amount
of $11,430,000;
WHEREAS, QIP wishes to assign and transfer the Shares to Quantum
Partners and to assign and transfer its rights and obligations under the
Purchase Agreement to Quantum Partners, and Quantum Partners wishes to accept
such assignment and transfer and replace and novate QIP as a party to the
Purchase Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Assignment and Transfer. (a) QIP hereby assigns and
--------------------------
transfers to Quantum Partners as of the Closing Date, free
and clear of all liens, mortgages, pledges, security
interests or other encumbrances of any kind, its entire
right, title and interest to and in the Shares, which are
fully paid and non-assessable, and Quantum Partners, as of
the Closing Date, shall be deemed the owner of the Shares
for all purposes. In consideration of the aforesaid
assignment and transfer, Quantum Partners is remitting to
QIP concurrently herewith $11,430,000 as the purchase price
of the Shares.
(b) Quantum Partners hereby accepts the assignment and
transfer referred to in Section 1(a) hereof. In
consideration of such acceptance and the payment by Quantum
Partners to QIP referred to in Section 1(a), QIP is
delivering the Shares to Quantum Partners concurrently
herewith.
2. Novation and Substitution. (a) Effective as of the Closing
--------------------------
Date, Quantum Partners shall be replaced, novated and, for
all purposes, substituted for QIP as a party to the Purchase
Agreement.
1
<PAGE>
Page 18 of 19 Pages
(b) Effective as of the Closing Date, (i) the
representations, warranties and covenants given by QIP shall
be deemed to have been given by Quantum Partners and Quantum
Partners makes and reaffirms such representations,
warranties and covenants to and for the benefit of
Pharmacyclics, (ii) Quantum Partners shall be entitled to
all the rights and privileges of the Purchase Agreement
accruing to QIP, and (iii) QIP shall be released and
discharged from all liabilities and obligations with respect
to the Purchase Agreement.
3. Agreement Binding and to Benefit Assignees. Each party
----------------------------------------------
hereto represents that this Agreement has been duly
authorized, executed and delivered by it and is valid,
binding and enforceable against it, and this Agreement shall
inure to the benefit of the parties hereto and their
successors and assigns.
4. Governing Law. This Agreement shall be construed and
--------------
enforced in all respects according to the internal laws of
the State of New York applicable to agreements executed and
performed therein without giving effect to any choice of law
rules thereof that may direct the application of the laws of
another jurisdiction.
5. Counterparts. This Agreement may be executed in several
------------
counterparts, each of which shall be deemed an original but
all of which shall constitute one and the same instrument.
2
<PAGE>
Page 19 of 19 Pages
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the duly authorized officers or agents of the parties hereof as of
the date set forth above.
QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael Neus
Attorney-in-Fact
QUANTUM PARTNERS LDC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
Pharmacyclics hereby acknowledges and agrees to the terms of this
Agreement, specifically the novation of QIP and the substitution of Quantum
Partners as party to the Purchase Agreement.
PHARMACYCLICS, INC.
By: /S/ CHERYL JASZEWSKI
----------------------------------
Name: Cheryl Jaszewski
Title: Vice President
3
