exv10w65



 





[ * ] = 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 10.65




CONFIDENTIAL




VIA FAX AND FEDERAL EXPRESS




September 10, 2004




David L. Snitman, Ph.D.

Chief Operating Officer

Array BioPharma, Inc.

3200 Walnut Street

Boulder, CO 80301




	 	 	 
	RE:

	 	Amendment No. 3 to the Drug Discovery Collaboration Agreement
	 

	 	(“Amendment No. 3”)






Dear Dr. Snitman:



As you know, InterMune, Inc. (“InterMune”) and Array BioPharma, Inc. (“Array”) are
parties to that certain Drug Discovery Collaboration Agreement dated September 13, 2002, as amended
May 8, 2003 and January 7, 2004 (the “Agreement”).



The parties to the Agreement hereby agree, effective as of the date of this Amendment No. 3
(“Amendment Effective Date”), that:





	1.	 	Section 2.3 of the Agreement is amended in its entirety to read as follows:
	 
	 	 	“2.3 Term and Termination of Research Collaboration. The Research Collaboration
shall commence on the Effective Date and shall end upon the first to occur of (i) June 30,
2005, (ii) the termination of this Agreement, or (iii) [ * ] after written notice from
InterMune that InterMune elects (in its sole discretion) to early terminate the Research
Collaboration (such period beginning on the Effective Date and ending upon the earliest of
(i), (ii) and (iii), the “Research Term”). InterMune shall have the right to extend
the Research Term for additional six-month periods after June 30, 2005 on the same terms and
conditions as previously conducted. To exercise such right, InterMune shall provide written
notice to Array on or before the date ninety (90) days before the end of any such six-month
period.”
	 
	2.	 	The Joint Research Committee shall work together to produce a new Exhibit A Research
Plan pursuant to Article 3 of the Agreement as soon as practicable after the execution of this
Amendment No. 3.




Except as set forth above, all terms and conditions of the Agreement will remain in full force and
effect. Any capitalized term used herein and not otherwise defined will have the same meaning as
set forth in the Agreement.





 









 







Please acknowledge your agreement to the above by having an authorized Array representative
countersign both enclosed copies of this Amendment No. 3 where indicated below, and returning one
original to the attention of Gloria Lopez, Senior Contracts Administrator, at InterMune. We would
be happy to proceed based on receipt of a facsimile copy while awaiting the original.




Sincerely,




/s/ Tom Kassberg




Tom Kassberg

Senior Vice President, Business Development




Acknowledged and Agreed:




ARRAY BIOPHARMA, INC.




	 	 	 	 	 
	By:

	 	/s/ David L. Snitman
 

	 	 
	 
	 	 	 	 
	Name:

	 	David L. Snitman	 	 
	 
	 	 	 	 
	Title:

	 	COO	 	 
	 
	 	 	 	 
	Date:

	 	1-15-04	 	 






[ * ] = 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.




2









 








Exhibit A




[ * ]




[ * ] = 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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