exv10w69



 




[ * ] = 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 10.69




February 3, 2006




VIA FAX AND FEDERAL EXPRESS 




David L. Snitman, Ph.D.

Chief Operating Officer

Array BioPharma, Inc.

3200 Walnut Street

Boulder, CO 80301




RE:     Amendment No. 6 to the Drug Discovery Collaboration Agreement




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, January 7, 2004, September 10, 2004, December 7, 2004 and June 30, 2005 (collectively,
the “Agreement”). As we have previously discussed with you and/or John Moore, we would
like to further amend the Agreement. Accordingly, the parties agree that the Agreement is hereby
amended as follows, effective as of January 1, 2006 (“Amendment Effective Date”):





	1.	 	The second sentence in Section 5.1.1 of the Agreement is hereby amended in its entirety to
read as follows:
	 
	 	 	“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,[ * ] of which will be [ *
] will be devoted to [ * ] while[ * ] will be devoted to [ * ] for the period of time set
forth below in this Section 5.1.1 (or such other number of FTEs and/or allocation of such
number of FTEs between the manufacturing transfer and process research activities as
scheduled in the Research Plan) (the “Research FTEs”).”
	 
	2.	 	The last two sentences in Section 5.1.1 of the Agreement are hereby amended in their entirety
to read as follows:
	 
	 	 	"[ * ] Manufacture FTEs shall be funded by InterMune beginning July 1, 2005 through January
31, 2006. Beginning February 1, 2006, InterMune shall fund [ * ] Manufacture FTEs until [ *
] (or such other [ * ] as may be determined by mutual agreement). At the end of such
period, any remaining raw materials purchased for [ * ] and for which Array receives
reimbursement from InterMune that are not used for the [ * ] shall be owned by, and also
delivered to, InterMune (or a third party designated by InterMune). The Research FTEs shall
be funded by InterMune beginning January 1, 2006 through






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	 	 	August 31, 2006, with an option exercisable by InterMune to extend such funding for an
additional six (6)-month period subject to the extension of the Research Term.”




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. 6 where indicated
below, and returning one original to the attention of Pauline Williams, Senior Paralegal/Executive
Assistant, at InterMune. We would be happy to proceed based on receipt of a facsimile copy while
awaiting the original.




	 	 	 
	 

	 	Sincerely,
	 
	 	 
	 

	 	/s/ Lawrence Blatt
	 
	 	 
	 

	 	Lawrence Blatt, Ph.D.
	 

	 	Chief Scientific Officer






	 	 	 
	Cc:

	 	General Counsel, Array

Mr. Larry Kahn, InterMune






Acknowledged and Agreed:




Array BioPharma Inc.




	 	 	 	 	 
	By:

	 	/s/ David Snitman
 

	 	 
	 
	 	 	 	 
	Name:

	 	David Snitman
 

	 	 
	 
	 	 	 	 
	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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