Exhibit 10.37
 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
  RECITALS
             - 1 -




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[ Balance of Page Intentionally Left Blank ]
 - 2 -




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ARRAY BIOPHARMA, INC.By:
    /s/ R. Michael CarruthersTitle: CFOCOMERICA BANKBy:
    /s/ Kevin BarberTitle: Vice President [ Signature Page to Third Amendment to Loan and Security Agreement ]




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ANNEX A
   /s/ R. Micheal CarruthersJune 12, 2008
    
    ARRAY BIOPHARMA, INC.CFOTitle (if applicable)/s/ R. Micheal CarruthersSignature/s/ R. Micheal CarruthersName




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ANNEX I
  Par ValueIssuer
    
    AmountATHILON 05 B
    
    
    2,600,000BALLANTYNE D
    
    
    6,000,000DOUBLE
OAK 2007-III
    
    
    3,000,000INC 2004-3
    
    
    6,200,000INVICTA A-1
    
    
    5,000,000POTOMAC 04-VI
    
    
    4,000,000RMI 2006-1
    
    
    6,100,000
 - 1 -




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Corporation Resolutions and Incumbency Certification
Authority to Procure Loans
  Copy of Resolutions:
  
 
         - 1 -




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(PLEASE SUPPLY GENUINE SIGNATURES OF AUTHORIZED SIGNERS BELOW)
 NAME (Type or Print)
    
    TITLE
    
    SIGNATURE
  SecretarySee prior authorization. No
additional resolution is
necessary for this amendmentThe Above Statements are Correct.
    
    SIGNATURE OF OFFICER OR DIRECTOR OR, IF NONE, A SHAREHOLDER OTHER THAN SECRETARY WHEN SECRETARY IS AUTHORIZED
TO SIGN ALONE.
 Failure to complete the above when the Secretary is authorized to sign alone shall constitute
a certification by the Secretary that the Secretary is the sole Shareholder, Director and
Officer of the Corporation.




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COMERICA BANK
Member FDIC
 ITEMIZATION OF AMOUNT FINANCED
DISBURSEMENT INSTRUCTIONS
(Revolver)
 Name(s): ARRAY BIOPHARMA, INC.
    
    Date: June 12, 2008
 $6,882,779.15
    
    credited to deposit account No. 1892864594 when Advances are requested or disbursed to
Borrower by cashiers check or by wire transfer
  $
    
    
    
    to Comerica Bank for Loan Fee$
    
    
    
    to Comerica Bank for Document Fee$
    
    
    
    to Comerica Bank for accounts receivable audit (estimate)$
    
    
    
    to Bank counsel fees and expenses$
    
    
    
    to$
    
    
    
    to$
    6,882,779.15
    
    
    TOTAL (AMOUNT FINANCED)
  /s/ R. Michael CarruthersSignature
    
    Signature




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Agreement to Furnish Insurance
 
      o
    
    AUTOMOBILES, TRUCKS, RECREATIONAL VEHICLESComprehensive & CollisionLenders Loss Payable Endorsemento
    
    BOATSAll Risk Hull InsuranceLenders Loss Payable Endorsemento Breach of Warranty Endorsemento
    
    MOBILE HOMESFire, Theft & Combined Additional CoverageLenders Loss Payable Endorsemento Earthquakeo
    
    INVENTORY
 x
    
    MACHINERY & EQUIPMENT: MISCELLANEOUS PERSONAL PROPERTYFire & Extended CoverageLenders Loss Payable Endorsemento Breach of Warranty Endorsemento
    
    AIRCRAFTAll Risk Ground & Flight InsuranceLenders Loss Payable Endorsemento Breach of Warranty Endorsemento
    
    REAL PROPERTYFire & Extended CoverageLenders Loss Payable Endorsemento All Risk Coverageo Special Form Risk Coverageoo Earthquakeo Other
   o
    
    Other
 
   Bank Address for Insurance Documents:
 Comerica Bank  Collateral Operations, Mail Code 477075 East Trimble RoadSan Jose, California 95131




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OWNER(S) OF COLLATERAL:
    
    DATED: June 6, 2008/s/ R. Michael Carruthers, CFO
  Date
    
    Phone
 Agents Name
    
    Person Talked To
 Agents Address
 Insurance Company
 Policy Number(s)
 Effective Dates: From

    
    
    To:Deductible $
    
    
    
    Comments:




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ACORDTMCERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 1/14/2008 producer
(303)442-1484 FAX: (303)442-8822 Taggart &Associates, Inc. 1600 Canyon Boulevard P. 0. Box
147 Boulder CO 80306 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO
RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE
AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED Array Biopharma Inc.
3200 Walnut St Boulder CO 80301 insurer a: Travelers Insurance Group insurer b:
Pinnacol Assurance 41190 INSURER C INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE
LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.
NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT
TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES
DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE
LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. MM LTR ADDL MSRD TYPE OF INSURANCE POLICY
NUMBER POLICY EFFECTIVE DATE (MM/DD/YY) POLICY EXPIRATION DATE(MM/DD/YY) LIMITS A GENERAL LIABILITY
TE08302126 7/15/2007 7/15/2008 EACH OCCURRENCE j 1,000,000 X COMMERCIAL GENERAL LIABILITY J CLAIMS
MADE | X | OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $1,000,000 MED EXP (Ary one person)
$10,000 PERSONAL * AOV INJURY I 1,000,000 GENERAL AGGREGATE $2,000,000 GENL AGGREGATE LIMIT
APPLIES PER: X | POLICY [ [ JECT 1 1 LOC PRODUCTS  COMP/OP AGG s Excluded A AUTOMOBILE LIABILITY
TE08302126 7/15/2007 7/15/2008 COMBINED SINGLE LIMIT (Ea accidant) $1,000,000 ANY AUTO ALL OWNED
AUTOS X SCHEDULED AUTOS BODILY INJURY (Per person) $ X HIREDAUTOS BODILY INJURY (Per accident) $ X
NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY  EA ACCIDENT $ ANY
AUTO OTHER THAN AUTO ONLY: EAACC $ AGG $ A EXCESS/UMBRELLA LIABILITY OCCUR CLAIMS MADE TE08302126
7/15/2007 7/15/2008 EACH OCCURENCE $AGGREGATE $6,000,000 $ DEDUCTIBLE $ X RETENTION $10,000 $ B
WORKERS COMPENSATION AND EMPLOYERS LIABILITY ANV PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER
EXCLUDED7 If yes describe under SPECIAL PROVISIONS below 4047367 7/1/2007 7/1/2008 WC statutory
LIMITE OTHER E.L. EACH ACCIDENT $500,000 E.L. DISEASE  EA EMPLOYEE | 500,000 E.L. DISEASE -
POLICY LIMIT $500,000 A other Tenant Improvements BPP Business Income TE08302126 7/15/2007
7/15/2008 14,903,469 rc 10,000 Ded b, 999, 409 rc 10,000 Ded 18,000,000
ALS CERTIFICATE HOLDER FOR EVIDENCE ONLY CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE
CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS
WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO
OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER. ITS AGENTS OR REPRESENTATIVES. AUTHORIZED
REPRESENTATIVE J Munro, CISR/ASH ACORD 25 (2001/08) © ACORD CORPORATION 1988