This Indemnification Agreement (" Agreement ") is effective as of ____________, 2004 by and between
PHARMACYCLICS, INC., a Delaware corporation (the " Company "), and ___________________ ("
WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as
Indemnitee, to serve the Company and its related entities;
WHEREAS, in order to induce Indemnitee to continue to provide services to the Company, the Company wishes
to provide for the indemnification of, and the advancement of expenses to, Indemnitee to the maximum extent
permitted by law;
WHEREAS, the stockholders of the Company have adopted Bylaws providing for the indemnification of the
Company's officers, directors, agents, and employees to the maximum extent authorized by law;
WHEREAS, the Bylaws and Section 145 of the Delaware General Corporation Law, by their non-exclusive
nature, permit contracts between the Company and the members of its Board of Directors, its officers and its
WHEREAS, the Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for the
Company's directors, officers, employees, agents and fiduciaries, the significant increases in the cost of such
insurance and the general reductions in the coverage of such insurance;
WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporate litigation in
general, subjecting directors, officers, employees, agents and fiduciaries to expensive litigation risks at the same
time as the availability and coverage of liability insurance has been severely limited; and
WHEREAS, in view of the considerations set forth above, the Company desires that Indemnitee shall be
indemnified and advanced expenses by the Company as set forth herein;
NOW, THEREFORE, the Company and Indemnitee hereby agree as set forth below.
1. Certain Definitions .
A. " Board of Directors " shall mean the Board of