Exhibit 10.84
AMENDMENT NO. 2 TO LOAN AGREEMENT
AMENDMENT NO. 2 to LOAN AGREEMENT
entered into as of June 17, 2009 (this "Amendment") by and between
Pharmacyclics, Inc., a Delaware corporation having a principal
place of business at 995 E. Arques Avenue, Sunnyvale, CA 94085-4521
(the "Company"), Robert W. Duggan & Associates and Blazon
Corporation Profit Sharing Plan (the "Lender");
WHEREAS, on December 30, 2008,
the Company entered into a loan transaction with Lender for
$5,000,000 (the "Initial Loan"), but through inadvertent
documentation, the Company entered into a loan agreement (the
"Initial Loan Agreement") with Robert W. Duggan & Associates
and issued a note in the face amount of $5,000,000 to Robert W.
Duggan & Associates (the "Initial Note");
WHEREAS, on March 31, 2009, the
Company entered into an additional loan transaction with Lender for
$1,400,000 (the "Second Loan,", and together with the Initial Loan,
the "Loan"), but again entered into Amendment No. 1 to Loan
Agreement for the amount of the Second Loan with Robert W. Duggan
& Associates and issued a First Amended and Restated Unsecured
Promissory Note in the face amount of $6,400,000 to Robert W.
Duggan & Associates;
WHEREAS, on December 30, 2008 the
Initial Loan was made by Lender and not by Robert W. Duggan &
Associates;
WHEREAS, on March 31, 2009 the
Second Loan was made by Lender and not by Robert W. Duggan &
Associates; and
WHEREAS, the Company, Robert W.
Duggan & Associates and the Lender wish to correct the Initial
Loan Agreement and Amendment No. 1 to Loan Agreement to show that
the Initial Loan and Second Loan were made by Lender and not by
Robert W. Duggan & Associates, and the Company has agreed to
issue a second amended and restated unsecured promissory note to
the Lender upon the terms and conditions set forth herein to
document such correction.
NOW, THEREFORE, in consideration
of the premises, and the representations, warranties and agreements
hereinbelow stated, and for other good and valuable consideration,
receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1.
Robert W. Duggan & Associates hereby represents and warrants
that:
(a)
the Initial Note was delivered back to the Company or was
destroyed; and
(b)
the First Amended and Restated Unsecured Promissory Note shall be
delivered back to the Company on the date hereof.
2.
Robert W. Duggan & Associates acknowledges that the Company
owes no further rights or obligations to it under the Initial Loan
Agreement, Amendment No. 1 to Loan Agreement, the Initial Note or
First Amended and Restated Unsecured Promissory Note.
3.
The Lender hereby agrees to all the terms and conditions of, and
makes all representations and warranties as provided in, the
Initial Loan Agreement, as amended by Amendment No. 1 to Loan
Agreement, and by any further amendments as provided
herein.
4.
Definitions . All capitalized terms herein shall have the
meanings ascribed to them in the Initial Loan Agreement and
Amendment No. 1 to Loan Agreement, unless otherwise defined
herein.
5.
Modifications of Initial Loan Agreement and Amendment No. 1 to
Loan Agreement . From and after the date hereof, the definition
of Lender in the Initial Loan Agreement and Amendment No. 1 to Loan
Agreement is hereby modified and amended to be defined as Blazon
Corporation Profit Sharing Plan (the "Lender")
6.
Full Force and Effect . All terms, conditions and covenants
contained in the Initial Loan Agreement and Amendment No. 1 to Loan
Agreement shall remain in full force and effect except as
specifically amended herein. The Initial Loan Agreement and
Amendment No. 1 to Loan Agreement, as amended hereby is ratified
and confirmed.
7.
No Oral Changes . This Amendment may not be changed,
modified, discharged or terminated nor any of its provisions waived
orally, but only by an agreement in writing signed by the party
against whom enforcement of any change, modification, discharge,
termination or waiver is sought. From and after the date hereof,
all references to the Loan Agreement in the Note shall mean the
Loan Agreement as modified pursuant to the terms of Amendment No. 1
to Loan Agreement and this Amendment.
8.
Successors and Assigns . This Amendment shall bind the
Company and the successors and assigns of the Company and shall
bind and inure to the benefit of the Lender, and successors and
assigns of Lender and all subsequent holders of the
Note.
9.
Counterparts . This Amendment may be executed in several
counterparts, each of which shall constitute an original
