EXHIBIT 10.1


 


[ * ] =
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.


 


FOURTH AMENDMENT TO DRUG
DISCOVERY COLLABORATION AGREEMENT


 


THIS AMENDMENT NO. 4 (“Fourth
Amendment”), effective as of July 25, 2008 (“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 and a Third Amendment, dated April 2, 2007
(collectively, the “Agreement”).


 


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


 


NOW, THEREFORE, the Parties
agree as follows:


 


1.             This Fourth
Amendment hereby amends and revises the Agreement to incorporate the terms and
conditions set forth in this Fourth 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 Fourth 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 this Agreement by either Party under Article 10;
or (b) [ * ].”


 


4.                                       As of the Amendment Date,
there are four (4) Collaboration Targets ([ * ],  [ * ],  [ * ] and  [ * ]) and Array is
currently devoting, and Genentech is paying for, [ * ] to perform
activities under the Research Plan. 
Notwithstanding anything to the contrary in the Agreement:


 


(a)          as of the Amendment Date, all [ * ] shall be
allocated as determined by the JRC;


 


(b)         as of September 1, 2008, the number of [ * ] shall hereby
be reduced by [ * ] (i.e., for a total of [ * ]; and


 

















 


[ * ] =
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.


 


(c)          at any time(s) during the Research Term,
Genentechshall have the right to further reduce the number of [ * ], upon three (3) months
written notice to Array, provided that no such reduction(s) shall (i) be
effective prior to [ * ]; (ii) result in fewer than     [ * ] during the period from [ * ] through [ * ]; or (ii) result
in fewer than [ * ] during the period from [ * ] through the
remainder of the Research Term.


 


5.                                       This Fourth Amendment and
the Agreement constitute the entire agreement between the Parties in connection
with the subject matter of this Fourth Amendment.  The Agreement, as herein amended, is and
remains in full force and effect.


 


IN WITNESS WHEREOF, the Parties
have caused this Fourth Amendment to be executed by their respective duly
authorized representatives as set forth below.


 


 


	
  GENENTECH, INC.

  	
   

  	
  ARRAY BIOPHARMA INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David Ebersman

  	
   

  	
  By:

  	
  /s/ John R. Moore

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  David
  Ebersman

  	
   

  	
  Name:

  	
  John
  R. Moore

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  EVP
  and CFO

  	
   

  	
  Title:

  	
  General
  Counsel