exv10w67



 





[ * ] = 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 10.67




CONFIDENTIAL




VIA FAX AND FEDERAL EXPRESS




March 10, 2005




David L. Snitman, Ph.D.

Chief Operating Officer

Array BioPharma, Inc.

3200 Walnut Street

Boulder, CO 80301




RE:     Drug Discovery Collaboration Agreement




Dear Dave



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, January 7, 2004, September 10, 2004 and December 7, 2004 (collectively, the
“Agreement”). Any capitalized term used herein and not otherwise defined will have the
same meaning as set forth in the Agreement.



Pursuant to Section 4.2.1 of the Agreement, InterMune has the right to make a cash payment to Array
of [ * ] with respect to a Lead Compound in return for Array’s [ * ] to InterMune of any
Collaboration Patent which contains a Valid Claim covering the composition of matter of such Lead
Compound (and any Product containing such Lead Compound). As of the date hereof, in return for the
appropriate payments made by InterMune to Array, Array has already [ * ] to InterMune certain
Collaboration Patents with respect to Lead Compounds [ * ] and [ * ] pursuant to the Agreement.



InterMune desires to obtain the [ * ], notwithstanding the fact that [ * ].



Accordingly, InterMune and Array hereby agree as follows:





	 	1.	 	InterMune shall pay to Array [ * ] in cash; and
	 
	 	2.	 	Following Array’s receipt of such cash payment and in the spirit of Section
4.2.1 of the Agreement, Array shall immediately (i) effectuate the [ * ] to InterMune
of [ * ] which claims the composition of matter of chemical compounds, one of which
shall be [ * ] in accordance with the Agreement [ * ], and (ii) have the continuing
obligation to [ * ] to InterMune any Collaboration Patent containing a Valid Claim
covering the composition of matter of such Lead Compound (and any Product containing
such Lead Compound) or a method of using or a method of making such Lead Compound in
accordance with the Agreement. In the event





 









 






	 	 	 	InterMune [ * ], InterMune shall, at Array’s request, [ * ] to Array [ * ] to
InterMune under this letter agreement.




Except as set forth above, all terms and conditions of the Agreement will remain in full force and
effect.



Please acknowledge your agreement to the above by having an authorized Array representative
countersign both enclosed copies of this letter agreement where indicated below, and returning one
original to the attention of Gloria Lopez. Contracts Administrator, at InterMune. We would be
happy to proceed based on receipt of a facsimile copy while awaiting the original.




Sincerely,




/s/ Dan Welch




Dan Welch

President and CEO




	 	 	 	 	 
	Acknowledged and Agreed:	 	 
	 
	ARRAY BIOPHARMA INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ David L. Snitman
 

	 	 
	 
	 	 	 	 
	Name:

	 	David L. Snitman
 

	 	 
	 
	 	 	 	 
	Title:

	 	COO
 

	 	 
	 
	 	 	 	 
	Date:

	 	3-14-05
 

	 	 
	 
	 	 	 	 
	cc:

	 	General 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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