exv10w1






EXHIBIT 10.1




SIXTH AMENDMENT TO DRUG DISCOVERY COLLABORATION AGREEMENT




     This Amendment No. 6 (“Sixth Amendment”), effective as of September 30, 2010
(“Amendment Date”), is entered into by and between Genentech, Inc., a Delaware corporation, having
a principal place of business at 1 DNA Way, South San Francisco, California 94080 (“Genentech”) and
Array BioPharma Inc., a Delaware corporation, having a principal place of business at 3200 Walnut
Street, Boulder, Colorado 80301 (“Array”), (collectively, the “Parties” or individually, a
“Party”).



     Whereas, Genentech and Array entered into a Drug Discovery Collaboration Agreement,
effective as of December 22, 2003, which was subsequently modified by a Letter Agreement, dated
October 11, 2004, and amended by a First Amendment, dated May 20, 2005, a Second Amendment, dated
October 1, 2005, a Third Amendment, dated April 2, 2007, a Fourth Amendment, dated July 25, 2008,
and a Fifth Amendment, dated September 1, 2008; and modified by a Letter Agreement, dated July 30,
2009 (collectively, the “Agreement”).



     Whereas, the Parties desire to amend the Agreement as set forth below.



     Now, therefore, the Parties agree as follows:




	1.	 	This Sixth Amendment hereby amends and revises the Agreement to incorporate the terms and
conditions set forth in this Sixth Amendment. The relationship of the Parties shall continue
to be governed by the terms of the Agreement, as amended.
	 
	2.	 	All capitalized terms used in this Sixth Amendment shall have the meanings defined in the
Agreement unless otherwise defined herein.
	 
	3.	 	Section 1.55 of the Agreement is hereby amended and replaced in its entirety as follows:






	 	 	 	“ 1.55 “Research Term” means the period commencing on January 30, 2004 (the date that
the Research Plan was Approved by the JRC) and ending on the first to occur of (a)
termination of the Research Term by Genentech, in its sole discretion, upon six (6)
months written notice to Array; (b) reduction of the number of FTEs to zero by
Genentech, in accordance with paragraph 5(c) of this Sixth Amendment; (c) termination
of this Agreement by either Party under Article 10; or (d) [***].






	4.	 	As of the Amendment Date, there are five (5) Collaboration Targets ([***], [***], [***],
[***] and [***]). Notwithstanding anything to the contrary in the Agreement, the JRC has the
right, with the written and executed agreement of both Parties, to include additional
Collaboration Targets in the Research Plan under the Agreement.
	 
	5.	 	Array is currently devoting, and Genentech is paying for, [***] FTEs to perform activities
under the Research Plan. As of January 30, 2011, Array shall devote, and Genentech shall pay
for, [***] FTEs to perform activities under the Research Plan.





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[***] Certain confidential information contained in this document, marked by brackets, has been
omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of
the Securities Exchange Act of 1934, as amended.




 









 








EXHIBIT 10.1





	 	 	Notwithstanding anything to
the contrary in the Agreement, the following provision of this paragraph 5 of this Sixth
Amendment shall be effective as of [***] and through the remainder of the Research Term:






	 	(a)	 	all [***] shall continue to be allocated as determined by the JRC
(including that, at any given time, there may not be [***] with respect to a given
Collaboration Target (e.g., [***]) in the Research Plan);
	 
	 	(b)	 	at any give time(s) during the Research Term, the JRC has the right to
increase the current number of [***], with the written and executed agreement of both
Parties, provided that the number of [***] shall not be increased by more than [***]
at any one given time (but, subject to the foregoing, there is no maximum total
number of [***]); and
	 
	 	(c)	 	at any given time(s) during the Research Term, Genentech has the right to
reduce the then current number of [***], upon three (3) months notice to Array,
provided that the number of [***] shall not be reduced by more than [***] within any
[***] period (but, subject to the foregoing, there is no maximum total number of
[***]).






	6.	 	This Sixth Amendment and the Agreement constitute the entire agreement between the Parties in
connection with the subject matter of this Sixth Amendment. The Agreement, as herein amended,
is and remains in full force and effect, including, without limitation, the provision of the
Letter Agreement, dated July 30, 2009, regarding the FTE payment rate, certain FTE
limitations, FTE reports by Array and certain Genentech audit rights.





     In witness whereof, the Parties have caused this Second Amendment to be executed by
their respective duly authorized representatives as set forth below.



	 	 	 	 	 	 	 	 	 	 	 

	Genentech, Inc.	 	 	 	Array BioPharma Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Steve Krognes
	 	 	 	By:
	 	/s/ John R. Moore	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Steve Krognes
	 	 	 	Name:
	 	John R. Moore	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	Chief Financial Officer
	 	 	 	Title:
	 	Vice President and General Counsel	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





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[***] Certain confidential information contained in this document, marked by brackets, has been
omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of
the Securities Exchange Act of 1934, as amended.