AMENDMENT NO.1 TO LOAN AGREEMENT

Exhibit 10.3

AMENDMENT NO.1 TO LOAN AGREEMENT

AMENDMENT NO. 1 to LOAN AGREEMENT entered into as of March 31, 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"), and Robert W. Duggan & Associates (the "Lender")

WHEREAS, on December 30, 2008, the Lender agreed to provide a loan to the Company in the principal amount of Five Million Dollars ($5,000,000) (the "Initial Loan") pursuant to a loan agreement entered into as of December 30, 2008 by and between the Company and the Lender (the "Initial Loan Agreement");

WHEREAS, the Lender has agreed to provide an additional loan to the Company in the amount of One Million Four Hundred Thousand Dollars ($1,400,000) as financing pursuant to the terms hereof (the "Second Loan,", and together with the Initial Loan, the "Loan");

WHEREAS, for purposes of inducing the Lender to make the Loan, the Company has agreed to issue a first amended and restated unsecured promissory note to the Lender, all as more particularly described herein below;

WHEREAS, the Company and the Lender wish to amend and modify the Initial Loan Agreement upon the terms and conditions set forth herein.

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.             Definitions . All capitalized terms herein shall have the meanings ascribed to them in the Initial Loan Agreement, unless otherwise defined herein.

2.             Modifications of Initial Loan Agreement . From and after the date hereof, the Initial Loan Agreement is hereby modified and amended as follows:

1.1   The Loan . As of December 30, 2008, the Lender made the Initial Loan and as of March 31, 2009, the Lender made the Second Loan. The Loan shall be evidenced by, and subject to the terms set forth in, a first amended and restated promissory note dated March 31, 2009 in the form attached hereto as Exhibit A (the "Note") made by the Company in favor of the Lender.

1.2   Interest . The Initial Loan shall bear interest of 1.36% from December 30, 2008 until March 31, 2009 and the Loan shall bear interest as follows: (i) the rate of interest in effect for such day as publicly announced from time to time by Citibank N.A. as its "prime rate" (the "Prime Rate") from April 1, 2009 until December 31, 2009 and (ii) the Prime Rate plus 2% from January 1, 2010 until the expiration of the Note. Interest shall be paid annually.

4.             Full Force and Effect . All terms, conditions and covenants contained in the Initial Loan Agreement shall remain in full force and effect except as specifically amended herein. The Initial Loan Agreement, as amended hereby is ratified and confirmed.

5.             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 this Amendment.

6.             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.

7.             Counterparts . This Amendment may be executed in several counterparts, each of which shall constitute an original, and all of which, when taken together, shall constitute but one instrument.

2

IN WITNESS WHEREOF, the undersigned have executed this First Amendment to Loan Agreement on the date above first written.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first set forth above.