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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 10.68
  VIA FAX AND FEDERAL EXPRESS
 
 RE: Amendment No. 5 to the Drug Discovery Collaboration Agreement
  InterMune Array Agreement Amendment
Effective Date
 1.
    
    Section 1.24 of the Agreement is hereby amended in its entirety to read as
follows:1.24 Research Collaboration shall mean the research (including pre-clinical
toxicology), manufacturing process and scale-up activities as well as manufacture of
GLP/GMP lots of designated Lead Compounds undertaken by the Parties during the
Research Term pursuant to Sections 2.1 to 2.3 below.2.
    
    Section 2.3 of the Agreement is hereby 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, 2006, (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 up to an
additional twelve (12)-month period after June 30, 2006 on the same terms and
conditions as previously conducted (except as otherwise set forth in this
Agreement). To exercise such right, InterMune shall provide written notice to Array
on or before March 31, 2006.3.
    
    A new last sentence is hereby added to Section 2.5(b) of the Agreement as
follows:




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Finally, at least once quarterly, and within sixty (60) days of the end of the
Research Term, Array shall provide to InterMune a reasonably detailed written
summary of manufacture process and scale-up activities performed by and information
generated by Array under the Research Collaboration, including, without limitation,
those reports or other information specifically identified in the Research Plan.4.
    
    The first sentence of Section 5.1.1 of the Agreement is hereby amended in its
entirety to read as follows:InterMune agrees to pay Array funding for the conduct of the Research Collaboration
quarterly, in advance, in an amount equal to one quarter (1/4) of the Allocated
Array FTEs (or, if less, the number of Array FTEs described in this Section 5.1.1 or
otherwise scheduled in the Research Plan to be provided by Array in the upcoming
quarter), multiplied by the applicable Array FTE Rate (as defined below in Section
5.1.2). The Allocated Array FTEs shall be as follows: (a) [ * ] Array FTEs devoted
to [ * ] for the period of time set forth below in this Section 5.1.1 (or such other
number scheduled in the Research Plan) (the Discovery FTEs); (b) [ * ] Array FTEs
devoted to [ * ] for the period of time set forth below in this Section 5.1.1 (or
such other number scheduled in the Research Plan) (the Manufacture FTEs); and (c)
[ * ] Array FTEs devoted to [ * ] for the period of time set forth below in this
Section 5.1.1 (or such other number scheduled in the Research Plan) (the Research
FTEs).5.
    
    The last sentence of Section 5.1.1 of the Agreement is hereby amended in its
entirety to read as follows:In no event shall InterMune be required to fund a greater number of Array FTEs in
any calendar quarter than one quarter (1/4) of the Allocated Array FTEs for such
calendar quarter, or, if lesser, those provided in the Research Plan for Array to
provide in such calendar quarter.6.
    
    A new last sentence is hereby added to Section 5.1.1 of the Agreement as
follows:The Discovery FTEs shall be funded by InterMune beginning July 1, 2005 through June
30, 2006, with an option exercisable by InterMune to extend such funding by
extending the Research Term as set forth in Section 2.3 of this Agreement. The
Manufacture FTEs shall be funded by InterMune beginning July 1, 2005 until delivery
of the GLP/GMP lots of Lead Compounds, including the second GMP campaign
contemplated for formulation and bridging pharmacokinetic studies. The Research
FTEs shall be funded by InterMune beginning July 1, 2005 through December 31, 2005,
with an option exercisable by InterMune to extend such funding for an additional six
(6)-month period.7.
    
    Section 5.1.2 of the Agreement is hereby amended in its entirety to read as
follows:
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5.1.2 FTE Rate. The Array FTE Rate shall be equal to [ * ] per FTE per
year. Effective after the first anniversary of the Amendment Effective Date, the
FTE Rate shall increase no more than once annually by the percentage increase, if
any, in the Consumer Price Index for all Urban Consumers, as published by the U.S.
Department of Labor, Bureau of Statistics, since the Effective Date or the last
adjustment hereunder, whichever is later.8.
    
    Section 5.1.3 of the Agreement is hereby amended in its entirety to read as
follows:5.1.3 Non-FTE Costs. Non-FTE costs and research requirements associated
with performance of the Research Collaboration at Array shall be borne by Array,
except that (a) Array shall not be required to incur any extraordinary [ * ] costs
without Arrays prior written consent, (b) Array may bill InterMune for materials
used in the course of manufacture and analytic activities and of process research at
a rate of [ * ] and (c) Array may bill InterMune no more frequently than once per
calendar quarter for reasonable costs incurred by Array in connection with the
permitted outsourcing of activities by Array as provided in the Research Plan at a
rate of [ * ]. Extraordinary chemical or screening costs means material costs in
excess of [ * ]. InterMune shall pay any invoices received pursuant to Section
5.1.3(b) within [ * ] of receipt.9.
    
    A new Section 5.1.5 is hereby added to the Agreement as follows:5.1.5      Transfer of FTEs to another Array-InterMune Program.  InterMune, in its sole
discretion, shall have the right to transfer the Array FTEs funded under this Agreement to
another research program then being funded by InterMune at Array.  InterMune shall provide
Array with sixty (60) days prior written notice of its desire to transfer the Array FTEs,
including the number of Array FTEs to be so transferred, the program to be transferred to
and the effective date of such transfer.  Following the effective date of such transfer,
this Agreement shall be deemed amended to provide for the reduced FTE funding resulting
from such transfer. 
  [Remainder of This Page Intentionally Left Blank]
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Sincerely,/s/ Lawrence M. BlattLawrence M. BlattSenior Vice PresidentPreclinical andApplied Research
 cc:
    
    Robin Steele, Esq., InterMune, Inc.
General Counsel, Array BioPharm, Inc.
  AGREED TO AND ACCEPTED:
 ARRAY BIOPHARMA, INC.
 By:
    
    /s/ David SnitmanPrint Name:
    
    David SnitmanPrint Title:
    
    COO
 [ * ] = 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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