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[ * ] = Certain information on this page has been redacted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
 EXHIBIT 10.64
    
 RE:
    
    Amendment No. 2 to the Drug Discovery Collaboration Agreement(Amendment No. 2)
  InterMune Array Agreement Amendment Effective Date
 1.
    
    The [ * ] is hereby removed as a [ * ] of the Agreement solely for the purpose of Array
entering into an [ * ] arrangement with a third party (the Third Party) for [ * ],
and subject to the terms of this Amendment No. 2. Accordingly:
 (a)
    
    InterMune hereby waives its option to [ * ] under Section 2.7.2 of the
Agreement solely with respect to such arrangement with the Third Party.(b)
    
    If such arrangement with the Third Party has not been concluded within three
(3) months from the Amendment Effective Date as evidenced by an executed written
agreement, then [ * ] automatically will be reinstated as a [ * ] of the Agreement, and
all of InterMunes rights and Arrays obligations under the Agreement with respect to [
* ] will be reinstated in full. InterMune agrees that Array does not need to provide
InterMune with a copy of such written agreement, so long as InterMune receives by three
(3) months from the Amendment Effective Date a written certification, in the form
attached as Exhibit A hereto, from an authorized officer of Array that a written
agreement for such [ * ] arrangement has been executed. Any material misrepresentation
set forth in such certification will be deemed a material breach of this Amendment No.
2.(c)
    
    If such arrangement is concluded with the Third Party, but the [ * ] thereafter
revert to Array for any reason, then [ * ] automatically will be reinstated as a [ * ]
of the Agreement, and all of InterMunes rights and Arrays obligations under the




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Agreement with respect to [ * ] will be reinstated in full. Array will give
InterMune prompt written notice of any such reversion.
 (d)
    
    Nothing in this Amendment No. 2 will be deemed to:
 (i)
    
    grant to Array any further right, title or interest in or to
any intellectual property (including, without limitation, any patent rights)
Controlled by InterMune other than as expressly stated in Sections 4.1.1 and
4.3 of the Agreement;(ii)
    
    Array to use any Hit Compound, Lead Compound or Product for any
purpose other than the Research Collaboration conducted in accordance with the
Agreement; nor(iii)
    
    permit Array to grant to any third party any right, title or
interest in or to any Hit Compound, Lead Compound or Product.
 2.
    
    In consideration for InterMunes agreement as set forth in Section 1 above, and irrespective
of the outcome of the negotiations or arrangement between Array and the Third Party:
 (a)
    
    (i) During the Research Term, Array shall provide, at its sole cost and
expense, [ * ] additional FTEs to conduct the Research Collaboration. Such additional
FTEs will bring the present number of FTEs conducting the Research Collaboration from [
* ] to [ * ]. Each such individual shall have the appropriate skills, training,
experience and ability to perform his or her responsibilities under the Research Plan.(ii)
    
    If Array fails to provide such additional FTEs as described in subsection
(a)(i) above, then in addition to any other remedies available to InterMune at law
or equity, InterMune shall be entitled to offset the costs of such additional FTEs
(based on the Array FTE Rate, as defined in Section 5.1.2 of the Agreement) against
any amounts due to Array under the Agreement, including, without limitation, any
milestone and/or royalty payments.(b)
    
    Except for purposes of the Research Collaboration conducted in accordance with
the Agreement, Array shall not develop (either pre-clinically or clinically), use,
import, make, have made, sell or offer for sale any Hit Compound, Lead Compound or
Product, including, without limitation, in conjunction with any other compound or
product.(c)
    
    Array shall not enable (including without limitation through the grant of a
license or covenant) any Array Affiliate or Third Party to develop (either
pre-clinically or clinically), use, import, make, have made, sell or offer for sale any
Hit Compound, Lead Compound or Product, including, without limitation, in conjunction
with any other compound or product.
 [ * ] = Certain information on this page has been redacted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the omitted portions.
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3.
    
    If Array materially breaches this Amendment Number 2, then InterMune will be entitled to seek
any and all remedies available at law and or equity. Without limiting the generality of the
foregoing, in the event of any such material breach: (i) [ * ] automatically will be
reinstated as a [ * ] of the Agreement; and (ii) all of InterMunes rights and Arrays
obligations under the Agreement with respect to [ * ] will be reinstated in full.
     
 Acknowledged and Agreed:ARRAY BIOPHARMA, INC.By:
    
    /s/ David SnitmanName:
    
    David SnitmanTitle:
    
    COODate:
    
    1-15-04cc:
    
    Paul Resnick, InterMuneGeneral Counsel, Array BioPharma
 [ * ] = Certain information on this page has been redacted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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EXHIBIT A
 ARRAY BIOPHARMA, INC.
 OFFICERS CERTIFICATE
        [ * ] = Certain information on this page has been redacted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the omitted portions.
 4