EXHIBIT 10.33  [ * ]
= 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.  FIRST AMENDMENT TO DRUG
DISCOVERY AND DEVELOPMENT AGREEMENT  THIS FIRST AMENDMENT TO
DRUG DISCOVERY AND DEVELOPMENT AGREEMENT(Amendment), effective as of June 17, 2009
(the Amendment Date), is entered into by and between Celgene
Corporation, a Delaware corporation, having a principal place of business 86
Morris Avenue, Summit, NJ 07901 (Celgene), and
Array BioPharma Inc., a Delaware corporation, having a principal
place of business at 3200 Walnut Street, Boulder, Colorado 80301
(Array).  Celgene and Array are
sometimes referred to herein individually as a Party and collectively
as the Parties.  Capitalized
terms used but not defined herein have the meaning assigned to them in the
Agreement (as defined below).  WHEREAS,Celgene and
Array entered into that certain Drug Discovery and Development Agreement,
effective as of September 21, 2007 (the Agreement);  WHEREAS,the Joint
Research Committee has determined that research activities with respect to one
of the Targets under the Discovery Program should be discontinued;  WHEREAS,the Parties,
pursuant to Section 3.2.2 of the Agreement, wish to substitute for such
discontinued Target a new molecular target that has been the subject of
research efforts at Array prior to the Amendment Date; and  WHEREAS,the Parties
desire to amend the Agreement as set forth below.  NOW, THEREFORE,in
consideration of the promises and mutual covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:  1.This Amendment hereby amends and revises the
Agreement to incorporate the terms and conditions set forth in this
Amendment.  The relationship of the
Parties shall continue to be governed by the terms of the Agreement, as
amended.  2.[ * ]shall cease to be a Target and is hereby deleted
from Schedules 1.38 and 2.2.3(c) to the Agreement.  3.[ * ](the Substitute Target) is hereby added as a
substitute target for[ * ], and Schedules 1.38 and 2.2.3(c) are
hereby updated accordingly.  4.For purposes of clarity and pursuant to Section 3.2.2(ii) of
the Agreement, the Option Term for the Substitute Target shall commence on the
Amendment Date.  5.The Parties have established Clinical Candidate
Guidelines for the Substitute Target. 
Such Clinical Candidate Guidelines may be amended upon mutual written
agreement of the Parties or subsequent Clinical Candidate Guidelines for the
Substitute Target may be  1


[ * ]
= 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.  agreed in writing by the Parties and attached to the Agreement from
time to time as appropriate pursuant to Section 3.5.1 of the Agreement.  6.For the avoidance of doubt and pursuant to Section 3.7.3(a),
Array shall use Diligent Efforts during the Option Term to conduct and manage a
Phase II clinical trial of the Development Compound directed to the Substitute
Target only if the first IND for such Compound was filed in a division of the
FDA other than the cancer division, and Celgene has not exercised the Celgene
Product Option with respect to such Development Compound (or terminated the
Celgene Product Option with respect to the Substitute Target), provided,
however, that Array has not commenced Initiation of two (2) other Phase II
clinical trials under the Agreement.  7.In partial consideration of this Amendment, Celgene
shall pay to Array a fee of Four Million Five Hundred Thousand Dollars ($4,500,000)within fifteen (15) days
following the Amendment Date.  8.Section 6.2 of the Agreement is hereby amended
by adding, at the beginning of the first sentence thereof, the phrase Subject
to Section 6.2.3 below,  9.The Agreement is hereby amended by adding the
following Section 6.2.3:  6.2.3If, on or before[ * ], Array
presents to the JRC any Compound  which
is directed to the Substitute Targetas a potential
Development Compound (a) that meets the Clinical Candidate Guidelines for
such Target or (b) that does not strictly meet the Clinical Candidate
Guidelines for such Target but, in accordance with Section 3.5.1, the
Parties mutually agree that the Compound should be considered a potential
Development Compound, and one of such Compounds is subsequently selected[ * ]pursuant to Section 3.5.1,
then the Discovery Milestone payment amount for the Substitute Target shall
equal the Discovery Milestone payment amount for the[ * ]Target (i.e., Discovery Milestone 1).  10.Governing Law.  This Amendment shall be
interpreted and construed in accordance with the laws of the State of New York,
without regard to conflicts of law principles.  11.Counterparts.This Agreement may be
executed in two (2) counterparts, each of which shall be deemed an
original, and both of which together shall constitute one and the same
instrument.  12.Following a significant change of Arrays corporate
structure the parties hereby agree that (i)[ * ]shall have the
right, but not the obligation, to[ * ], and (ii) if[ * ]so selects,
then the financial milestones in the Agreement as they relate to the Substitute
Target shall be amended as follows:  (1)If a significant change of
Arrays corporate structure occurs[ * ]for the Substitute Target program, then the
discovery milestones under section 6.2 and the development milestones under
section 6.3.1 of the Agreement shall be reduced in accordance with the column A
of the chart below:  2


[ * ]
= 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.  (2)If a significant change of
Arrays corporate structure occurs[ * ], as applicable and in accordance with paragraph 6
above, and each as required under the Development Plan for the Substitute
Target program, then the discovery milestones under section 6.2 and the
development milestones under section 6.3.1 of the Agreement shall be reduced in
accordance with the column B of the chart below:  (3)If a significant change of
Arrays corporate structure occurs[ * ]required under the Development Plan for the
Substitute Target program, then the discovery milestones under section 6.2 and
the development milestones under section 6.3.1 of the Agreement shall be
reduced in accordance with the column C of the chart below:  (4)If a significant change of
Arrays corporate structure occurs[ * ]required under the Development Plan for the
Substitute Target program, or, if no such[ * ]is required in accordance with paragraph 6 above,
after the completion of the first Phase I clinical trial, then the discovery
milestones under section 6.2 and the development milestones under section 6.3.1
of the Agreement shall remain unchanged.  A[ * ]
  
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  [ * ]  13For purposes of this letter,
a significant change of Arrays corporate structure means any (i) merger,
consolidation, sale of all or substantially all of Arrays assets, (ii) any
conveyance, transfer or other disposition of 
all or a material portion of Arrays business, property or assets,
except in the ordinary course of business, which disposition[ * ]under the
Agreement, or (iii) a transaction or series of related transactions, as a
result of which an entity acquires shares of Array stock which together with
all other voting securities of Array already owned by such entity represent
fifty percent (50%) or more of the total number of voting securities of Array
outstanding immediately after such acquisition. Notwithstanding the foregoing
items (i) through (iii), if, after any such transaction(s), the CEO and
CFO of such  3


[ * ]
= 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.  surviving
Array entity or such other surviving entity that is or becomes a party to the
Agreement (the Surviving Entity) provides Celgene a letter demonstrating that
(1) the[ * ]of such
Surviving Entity is[ * ]after such transaction(s) than the entity
holding the Agreement immediately prior to such transaction(s), (2) such
Surviving Entity has the[ * ], as set forth in the Research Plan and Development
Plan as approved by the JRC and JDC, respectively, and (3) such Surviving
Entity agrees to be bound by the terms and conditions of and intends to perform
its obligations under the Agreement, then such transaction(s) shall not be
deemed a significant change of corporate structure.  Such letter from the Surviving
Entity shall provide a[ * ]the research and
development under the Agreement for the six month period prior to the change of
corporate structure and the[ * ]the Research Plan and/or
Development Planfor the six month period
after the change of corporate structure. 
Within thirty (30) days after receipt of the above-referenced letter,
Celgene shall have the right to havean independent Third Party
auditor, selected by or under authority of Celgene, audit the books and records
of the Surviving Entity for the purpose of verifying the accuracy of the
statements made therein; provided that such inspection shall occur upon
reasonable notice and during normal business hours.  The information provided during such
inspection and the results thereof shall be deemed Confidential Information of
the Surviving Entity.  If upon completion
of the audit, the auditor reasonably determines that the Surviving Entity will
not or can not substantially satisfy items 13(1), (2), and (3) above, then[ * ]has the right,
but not the obligation, to[ * ]in accordance with Paragraph 12.  For the purpose of this letter a[ * ]not reflected
in the Research Plan or Development Plan, as applicable, shall be considered
substantial.  [Remainder
of page intentionally left blank; signature page follows]  4


[ * ]
= 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.  IN WITNESS WHEREOF,Celgene and
Array have caused this First Amendment to Drug Discovery and Development
Agreement to be executed by their respective duly authorized representatives as
of the date and year first written above.   CELGENE CORPORATION
  
  ARRAY BIOPHARMA INC.By:
  /s/ RJ Hugan
  
  By:
  /s/ R. Michael CarruthersName:
  
  
  Name:
  R.
  Michael CarruthersTitle:
  
  
  Title:
  Chief
  Financial Officer  5