EX-10.1






SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT




This Sixth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of
March 31, 2010, by and between COMERICA BANK (“Bank”) and ARRAY BIOPHARMA, INC. (“Borrower”).



RECITALS




Borrower and Bank are parties to that certain Loan and Security Agreement dated as of June 28,
2005, as amended from time to time, including by that certain First Amendment to Loan and Security
Agreement dated as of December 19, 2005, that certain Second Amendment to Loan and Security
Agreement, Consent and Waiver dated as of July 7, 2006, that certain Third Amendment to Loan and
Security Agreement dated as of June 12, 2008, that certain Fourth Amendment to Loan and Security
Agreement dated as of March 11, 2009 and that certain Fifth Amendment to Loan and Security
Agreement dated as of September 30, 2009 (collectively, the “Agreement”). The parties desire to
amend the Agreement in accordance with the terms of this Amendment.



NOW, THEREFORE, the parties agree as follows:



1. The following defined terms in Section 1.1 of the Agreement hereby are added, amended or
restated as follows:



“Credit Extension” means each Advance, the Refinance Term Loan, or any other extension of
credit by Bank to or for the benefit of Borrower hereunder.



“Refinance Term Loan” has the meaning set forth in Section 2.1(c).



“Refinance Term Loan Maturity Date” means October 26, 2013.



“Revolving Line” means a credit extension of up to Six Million Eight Hundred Six Thousand Nine
Hundred Thirty Two and 07/100 Dollars ($6,806,932.07).



“Revolving Maturity Date” means March 11, 2011.



2. Section 2.1(c) is hereby amended and restated in its entirety to read as follows:



“(c) Refinance Term Loan.



(i) Bank has previously made Equipment Advances and the Term Loan to Borrower and as of March
15, 2010 the aggregate outstanding principal balance thereof is Fifteen Million Dollars
($15,000,000). On March 31, 2010, Bank shall be deemed to have made a loan to Borrower in the
amount of Fifteen Million Dollars ($15,000,000) (the “Refinance Term Loan”), which amount
refinances all existing Indebtedness from Borrower to Bank with respect to the Equipment Advances
and the Term Loan



(ii) Interest shall accrue from the date the Refinance Term Loan is deemed made at the rate
specified in Section 2.3(a), and shall be payable monthly on the first calendar day of each month
commencing on April 1, 2010. The principal amount of the Refinance Term Loan shall be repaid in
installments in an amount equal to One Hundred Fifty Thousand Dollars ($150,000) on April 1, 2011,
April 1, 2012 and April 1, 2013. On the Refinance Term Loan Maturity Date, all amounts owing under
this Section 2.1(c) shall be immediately due and payable. The Refinance Term Loan, once repaid,
may not be reborrowed. Borrower may prepay the Refinance Term Loan without penalty or premium.”



3. Section 2.1(d) of the Agreement is hereby amended and restated in its entirety to read as
follows:



“(d) Intentionally Omitted.”



4. Section 2.3(a)(ii) of the Agreement hereby is amended and restated in its entirety to read
as follows:



“(ii) Refinance Term Loan. Except as set forth in Section 2.3(b), the Refinance Term
Loan shall bear interest, on the outstanding daily balance thereof, as set forth in the Prime
Referenced Rate Addendum to Loan and Security Agreement attached as Exhibit D hereto.”



5. Section 6.6 of the Agreement is hereby amended and restated in its entirety to read as
follows:



“6.6 Minimum Cash at Bank. Borrower shall at all times, measured on a daily basis,
maintain a balance of Cash at Bank of not less than (i) Zero Dollars ($0) if Borrower’s total Cash
at Bank and Cash at Approved Outside Accounts is at least Forty Million Dollars ($40,000,000), (ii)
Ten Million Dollars ($10,000,000) if Borrower’s total Cash at Bank and Cash at Approved Outside
Accounts is less than Forty Million Dollars ($40,000,000) but at least Twenty Five Million Dollars
($25,000,000) and (iii) Twenty Two Million Dollars ($22,000,000) if Borrower’s total Cash at Bank
and Cash at Approved Outside Accounts is less than Twenty Five Million Dollars ($25,000,000).
Notwithstanding the foregoing, if Borrower fails to comply with any provisions of this Section 6.6
at any time, Borrower shall have two (2) Business Days from the date of such failure to deposit
funds in accounts at Bank, Comerica Securities, Inc. or other financial institutions where Cash at
Approved Outside Accounts is held such that Borrower is in compliance with this Section 6.6.”



6. Exhibit C to the Agreement hereby is replaced with Exhibit C attached hereto.



7. Exhibit D to the Agreement hereby is replaced with Exhibit D attached hereto.



8. No course of dealing on the part of Bank or its officers, nor any failure or delay in the
exercise of any right by Bank, shall operate as a waiver thereof, and any single or partial
exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure
at any time to require strict performance by Borrower of any provision shall not affect any right
of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a
right must be in writing signed by an officer of Bank.



9. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as
defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and
effect in accordance with its respective terms and hereby is ratified and confirmed in all
respects. Except as expressly set forth herein, the execution, delivery, and performance of this
Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of
Bank under the Agreement, as in effect prior to the date hereof.



10. Borrower represents and warrants that the Representations and Warranties contained in the
Agreement are true and correct as of the date of this Amendment, and that no Event of Default has
occurred and is continuing.



11. As a condition to the effectiveness of this Amendment, Bank shall have received, in form
and substance satisfactory to Bank, the following:



(a) this Amendment, duly executed by Borrower;



(b) a facility fee with respect to the Refinance Term Loan in the amount of Twenty Thousand
Dollars ($20,000);



(c) all reasonable Bank Expenses incurred through the date of this Amendment, which may be
debited from any of Borrower’s accounts; provided however that Bank and Borrower shall split any
legal fees for the documentation of this Amendment; and



(d) such other documents, and completion of such other matters, as Bank may reasonably deem
necessary or appropriate.



12. This Amendment may be executed in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one instrument.



[Balance of Page Intentionally Left Blank]IN WITNESS WHEREOF, the undersigned have
executed this Amendment as of the first date above written.



	 
	ARRAY BIOPHARMA, INC.

	By: /s/ R. Michael Carruthers

	 

	Title: Chief Financial Officer

	 

	COMERICA BANK

	By: /s/ J.P. Michael

	 

	Title: Senior Vice President/Regional Managing Director

	 







[Signature Page to Sixth Amendment to Loan and Security Agreement]

EXHIBIT C




	 	 	 	 	 	 	 	 	 
	COMPLIANCE CERTIFICATE
	Please send all Required

Reporting to:

	 	Comerica Bank



	 	



	 	



	 	



	
 
	 	Technology & Life Sciences Division
	 	

	 	

	 	

	
 
	 	Loan Analysis Department
	 	

	 	

	 	

	
 
	 	250 Lytton Avenue
	 	

	 	

	 	

	
 
	 	3rd Floor
	 	

	 	

	 	

	
 
	 	Palo Alto, CA 94301
	 	

	 	

	 	

	
 
	 	Phone: (650) 462-6060
	 	

	 	

	 	

	
 
	 	Fax: (650) 462-6061
	 	

	 	

	 	

	FROM:

	 	Array Biopharma, Inc
	 	

	 	

	 	

	The undersigned authorized Officer of       (“Borrower”), hereby certifies
that in accordance
	 	 	 	 
	with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the
“Agreement”), (i) Borrower is
	 	 	 	 
	in complete compliance for the period ending—with all required covenants,
including without limitation
	 	 	 	 
	the ongoing registration of intellectual property rights in accordance with Section 6.8, except as
noted below and (ii) all representa-
	 	 	 	 
	tions and warranties of Borrower stated in the Agreement are true and correct in all material respects
as of the date hereof.
	 	 	 	 
	Attached herewith are the required documents supporting the above certification. The Officer further
certifies that these are pre-
	 	 	 	 
	pared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied
from one period to the
	 	 	 	 
	next except as explained in an accompanying letter or footnotes.
	 	 	 	 	 	 
	Please indicate compliance status by circling Yes/No under “Complies” or
“Applicable” column.
	 	 	 	 	 	 
	REPORTING COVENANTS	 	REQUIRED	 	 	 	COMPLIES
	 	 	 	 	 	 	 
	Company Prepared Monthly F/S

	 	Monthly, within 20 days
	 	 	 	YES
	 	NO
	Compliance Certificate

	 	Monthly, within 20 days
	 	 	 	YES
	 	NO
	Cash Balance Certificate

	 	Monthly, within 5 days
	 	

	 	

	 	

	If Public:

	 	

	 	

	 	

	 	

	10-Q	 	Quarterly, within 5 days of SEC filing (50 days)	 	YES	 	NO
	Compliance Certificate	 	Quarterly, within 5 days of SEC filing (50 days)	 	YES	 	NO
	10-K	 	Annually, within 5 days of SEC filing (95 days)	 	YES	 	NO
	Total amount of Borrower’s cash and

	 	Amount: $     
	 	 	 	YES
	 	NO
	investments

	 	

	 	

	 	

	 	

	Total amount of Borrower’s cash and

	 	Amount: $     
	 	 	 	YES
	 	NO
	investments maintained with Bank

	 	

	 	

	 	

	 	

	 	 	 	 	DESCRIPTION	 	APPLICABLE
	 	 	 	 	 	 	 
	Legal Action > $100,000

	 	Notify promptly upon notice
	 	 	 	YES
	 	NO
	Inventory Disputes > $100,000

	 	Notify promptly upon notice
	 	 	 	YES
	 	NO
	Mergers & Acquisitions > $100,000

	 	Notify promptly upon notice
	 	 	 	YES
	 	NO
	Cross default with other agreements

>$100,000

	 	Notify promptly upon notice



	 	

	 	YES



	 	NO



	Judgement > $100,000

	 	Notify promptly upon notice
	 	 	 	YES
	 	NO
	FINANCIAL COVENANTS	 	REQUIRED	 	ACTUAL	 	COMPLIES
	 	 	 	 	 	 	 
	TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED:
	 	 	 	 	 	 
	Minimum Cash at Bank

	 	See Section 6.6
	 	 	 	YES
	 	NO
	
 
	 	of 6th Amendment
	 	 
	 	

	 	

	OTHER COVENANTS	 	REQUIRED	 	ACTUAL	 	COMPLIES
	 	 	 	 	 	 	 
	Permitted Indebtedness for equipment

leases

	 	<$100,000



	 	 



	 	YES



	 	NO



	
 
	 	 	 	 
	 	

	 	

	Permitted Investments for stock

repurchase

	 	<$100,000



	 	 



	 	YES



	 	NO



	
 
	 	 	 	 
	 	

	 	

	Permitted Investments for subsidiaries

	 	<$100,000
	 	 
	 	YES
	 	NO
	
 
	 	 	 	 
	 	

	 	

	Permitted Investments for employee

loans

	 	<$100,000



	 	 



	 	YES



	 	NO



	
 
	 	 	 	 
	 	

	 	

	Permitted Investments for joint

ventures

	 	<$100,000



	 	 



	 	YES



	 	NO



	
 
	 	 	 	 
	 	

	 	

	Permitted Liens for equipment leases

	 	<$100,000
	 	 
	 	YES
	 	NO
	
 
	 	 	 	 
	 	

	 	

	Permitted Transfers

	 	<$100,000
	 	 
	 	YES
	 	NO
	
 
	 	 	 	 
	 	

	 	

	Please Enter Below Comments Regarding

Violations:

	 	



	 	



	 	



	 	



	The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set
forth in the Agreement,
	 	 	 	 
	including, without limitation, the financial covenants, no credit
extensions will be made.
	 	 	 	 	 	 
	Very truly yours,

	 	

	 	

	 	

	 	

	 

	 	 
	 	 
	 	

	 	

	Authorized Signer

	 	

	 	

	 	

	 	

	Name:

	 	 
	 	 
	 	

	 	

	Title:

	 	 
	 	 
	 	

	 	







1




EXHIBIT D




Prime Referenced Rate Addendum To 

Loan and Security Agreement




This Prime Referenced Rate Addendum to Loan and Security Agreement (this “Addendum”) is
entered into as of March 31, 2010, by and between Comerica Bank (“Bank”) and ARRAY BIOPHARMA, INC.
(“Borrower”). This Addendum supplements the terms of the Loan and Security Agreement dated June
28, 2005, as amended from time to time, including by that certain First Amendment to Loan and
Security Agreement dated as of December 19, 2005, that certain Second Amendment to Loan and
Security Agreement, Consent and Waiver dated as of July 7, 2006, that certain Third Amendment to
Loan and Security Agreement dated as of June 12, 2008, that certain Fourth Amendment to Loan and
Security Agreement dated as of March 11, 2009, that certain Fifth Amendment to Loan and Security
Agreement dated as of September 20, 2009 and that certain Sixth Amendment to Loan and Security
Agreement dated as of the date hereof. (collectively, the “Agreement”).



1. Definitions. As used in this Addendum, the following terms shall have the following
meanings. Initially capitalized terms used and not defined in this Addendum shall have the
meanings ascribed thereto in the Agreement.



a. “Applicable Margin” means an amount per annum determined in accordance with the chart below
based on Borrower’s total Cash at Bank and Cash at Approved Outside Accounts (as each such term in
defined in the Agreement).



	 	 	 	 	 	 	 	 	 
	Total Cash at Bank	 	Total Cash held in	 	Total Cash held in	 	Total Cash held in	 	Applicable Margin
	and Cash at	 	DDA Accounts at	 	MMA Accounts at	 	Comerica Securities	 	 
	Approved Outside	 	Bank	 	Bank	 	Accounts	 	 
	Accounts	 	 	 	 	 	 	 	 
	Greater than or

equal to

$40,000,000
	 	Greater than or

equal to

$10,000,000

	 	     





	 	     





	 	0.00%





	 
	 	 

	 	 
	 	 
	 	 
	Greater than or

equal to

$40,000,000
	 	Less than

$10,000,000

	 	Greater than or

equal to

$10,000,000
	 	     





	 	1.00%





	 	 	 

	 	 
	 	 
	 	 
	Greater than or

equal to

$40,000,000
	 	Less than

$10,000,000

	 	Less than

$10,000,000
	 	Greater than or

equal to

$10,000,000
	 	1.50%





	 	 	 

	 	 
	 	 
	 	 
	Greater than or

equal to

$40,000,000
	 	Less than

$10,000,000




	 	Less than

$10,000,000



	 	Less than

$10,000,000



	 	3.00%





	 	 	 

	 	 
	 	 
	 	 
	$30,000,000 -

$40,000,000
	 	Greater than or

equal to

$10,000,000

	 	     





	 	     





	 	1.50%





	 
	 	 

	 	 
	 	 
	 	 
	$30,000,000 -

$40,000,000
	 	Less than

$10,000,000

	 	Greater than or

equal to

$10,000,000
	 	     





	 	1.75%





	 
	 	 

	 	 
	 	 
	 	 
	$30,000,000 -

$40,000,000
	 	Less than

$10,000,000

	 	Less than

$10,000,000
	 	Greater than or

equal to

$10,000,000
	 	2..00%





	 
	 	 

	 	 
	 	 
	 	 
	$30,000,000 -

$40,000,000
	 	Less than

$10,000,000

	 	Less than

$10,000,000
	 	Less than

$10,000,000
	 	3.50%



	 
	 	 

	 	 
	 	 
	 	 
	> $30,000,000
	 	Greater than or

equal to

$10,000,000

	 	     





	 	     





	 	2.00%





	 
	 	 

	 	 
	 	 
	 	 
	> $30,000,000
	 	Less than

$10,000,000

	 	Greater than

$10,000,000
	 	     



	 	2.25%



	 
	 	 

	 	 
	 	 
	 	 
	> $30,000,000
	 	Less than

$10,000,000

	 	Less than

$10,000,000
	 	Greater than

$10,000,000
	 	2.50%



	 
	 	 

	 	 
	 	 
	 	 
	> $30,000,000
	 	Less than

$10,000,000

	 	Less than

$10,000,000
	 	Less than

$10,000,000
	 	4.00%



	 
	 	 

	 	 
	 	 
	 	 






b. “Business Day” means any day, other than a Saturday, Sunday or any other day designated as
a holiday under Federal or applicable State statute or regulation, on which Bank is open for all or
substantially all of its domestic and international business (including dealings in foreign
exchange) in San Jose, California, and, in respect of notices and determinations relating the Daily
Adjusting LIBOR Rate, also a day on which dealings in dollar deposits are also carried on in the
London interbank market and on which banks are open for business in London, England.



c. “Daily Adjusting LIBOR Rate” means, for any day, a per annum interest rate which is equal
to the quotient of the following:




	 	(1)	 	for any day, the per annum rate of interest determined on the
basis of the rate for deposits in United States Dollars for a period equal to
one (1) month appearing on Page BBAM of the Bloomberg Financial Markets
Information Service as of 8:00 a.m. (California time) (or as soon thereafter as
practical) on such day, or if such day is not a Business Day, on the
immediately preceding Business Day. In the event that such rate does not
appear on Page BBAM of the Bloomberg Financial Markets Information Service (or
otherwise on such Service) on any day, the “Daily Adjusting LIBOR Rate” for
such day shall be determined by reference to such other publicly available
service for displaying eurodollar rates as may be reasonably selected by Bank,
or in the absence of such other service, the “Daily Adjusting LIBOR Rate” for
such day shall, instead, be determined based upon the average of the rates at
which Bank is offered dollar deposits at or about 8:00 a.m. (California time)
(or as soon thereafter as practical), on such day, or if such day is not a
Business Day, on the immediately preceding Business Day, in the interbank
eurodollar market in an amount comparable to the outstanding principal amount
of the Obligations and for a period equal to one (1) month;






divided by




	 	(2)	 	1.00 minus the maximum rate (expressed as a decimal) on such
day at which Bank is required to maintain reserves on “Euro-currency
Liabilities” as defined in and pursuant to Regulation D of the Board of
Governors of the Federal Reserve System or, if such regulation or definition is
modified, and as long as Bank is required to maintain reserves against a
category of liabilities which includes eurodollar deposits or includes a
category of assets which includes eurodollar loans, the rate at which such
reserves are required to be maintained on such category.





d. “LIBOR Lending Office” means Bank’s office located in the Cayman Islands, British West
Indies, or such other branch of Bank, domestic or foreign, as it may hereafter designate as its
LIBOR Lending Office by notice to Borrower.



e. “Prime Rate” means the per annum interest rate established by Bank as its prime rate for
its borrowers, as such rate may vary from time to time, which rate is not necessarily the lowest
rate on loans made by Bank at any such time.



e. “Prime Referenced Rate” means, for any day, a per annum interest rate which is equal to the
Prime Rate in effect on such day, but in no event and at no time shall the Prime Referenced Rate be
less than the sum of the Daily Adjusting LIBOR Rate for such day plus two and one-half percent
(2.50%) per annum. If, at any time, Bank determines that it is unable to determine or ascertain the
Daily Adjusting LIBOR Rate for any day, the Prime Referenced Rate for each such day shall be the
Prime Rate in effect at such time, but not less than two and one-half percent (2.50%) per annum.



2. Interest Rate. Subject to the terms and conditions of this Addendum, the Obligations
under the Agreement shall bear interest at the Prime Referenced Rate plus the Applicable Margin.



3. Payment of Interest. Accrued and unpaid interest on the unpaid balance of the
Obligations outstanding under the Agreement shall be payable monthly, in arrears, on the first day
of each month, until maturity (whether as stated herein, by acceleration, or otherwise). In the
event that any payment under this Addendum becomes due and payable on any day which is not a
Business Day, the due date thereof shall be extended to the next succeeding Business Day, and, to
the extent applicable, interest shall continue to accrue and be payable thereon during such
extension at the rates set forth in this Addendum. Interest accruing hereunder shall be computed
on the basis of a year of 360 days, and shall be assessed for the actual number of days elapsed,
and in such computation, effect shall be given to any change in the applicable interest rate as a
result of any change in the Prime Referenced Rate on the date of each such change.



4. Bank’s Records. The amount and date of each advance under the Agreement, its applicable
interest rate, and the amount and date of any repayment shall be noted on Bank’s records, which
records shall be conclusive evidence thereof, absent manifest error; provided,
however, any failure by Bank to make any such notation, or any error in any such notation,
shall not relieve Borrower of its obligations to repay Bank all amounts payable by Borrower to Bank
under or pursuant to this Addendum and the Agreement, when due in accordance with the terms hereof.



5. Default Interest Rate. From and after the occurrence of any Event of Default, and so
long as any such Event of Default remains unremedied or uncured thereafter, the Obligations
outstanding under the Agreement shall bear interest at a per annum rate of five percent (5%) above
the otherwise applicable interest rate hereunder, which interest shall be payable upon demand. In
addition to the foregoing, a late payment charge equal to five percent (5%) of each late payment
hereunder may be charged on any payment not received by Bank within ten (10) calendar days after
the payment due date therefor, but acceptance of payment of any such charge shall not constitute a
waiver of any Event of Default under the Agreement. In no event shall the interest payable under
this Addendum and the Agreement at any time exceed the maximum rate permitted by law.



6. Prepayment. Borrower may prepay all or part of the outstanding balance of any
Obligations at any time without premium or penalty. Any prepayment hereunder shall also be
accompanied by the payment of all accrued and unpaid interest on the amount so prepaid. Borrower
hereby acknowledges and agrees that the foregoing shall not, in any way whatsoever, limit,
restrict, or otherwise affect Bank’s right to make demand for payment of all or any part of the
Obligations under the Agreement due on a demand basis in Bank’s sole and absolute discretion.



7. Regulatory Developments or Other Circumstances Relating to the Daily Adjusting LIBOR
Rate.



a. If the adoption after the date hereof, or any change after the date hereof in, any
applicable law, rule or regulation (whether domestic or foreign) of any governmental authority,
central bank or comparable agency charged with the interpretation or administration thereof, or
compliance by Bank with any request or directive (whether or not having the force of law) made by
any such authority, central bank or comparable agency after the date hereof: (a) shall subject Bank
to any tax, duty or other charge with respect to this Addendum or any Obligations under the
Agreement, or shall change the basis of taxation of payments to Bank of the principal of or
interest under this Addendum or any other amounts due under this Addendum in respect thereof
(except for changes in the rate of tax on the overall net income of Bank or its LIBOR Lending
Office imposed by the jurisdiction in which Bank’s principal executive office or LIBOR Lending
Office is located); or (b) shall impose, modify or deem applicable any reserve (including, without
limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit
or similar requirement against assets of, deposits with or for the account of, or credit extended
by Bank, or shall impose on Bank or the foreign exchange and interbank markets any other condition
affecting this Addendum or the Obligations hereunder; and the result of any of the foregoing is to
increase the cost to Bank of maintaining any part of the Obligations hereunder or to reduce the
amount of any sum received or receivable by Bank under this Addendum by an amount deemed by the
Bank to be material, then Borrower shall pay to Bank, within fifteen (15) days of Borrower’s
receipt of written notice from Bank demanding such compensation, such additional amount or amounts
as will compensate Bank for such increased cost or reduction. A certificate of Bank, prepared in
good faith and in reasonable detail by Bank and submitted by Bank to Borrower, setting forth the
basis for determining such additional amount or amounts necessary to compensate Bank shall be
conclusive and binding for all purposes, absent manifest error.



b. In the event that any applicable law, treaty, rule or regulation (whether domestic or
foreign) now or hereafter in effect and whether or not presently applicable to Bank, or any
interpretation or administration thereof by any governmental authority charged with the
interpretation or administration thereof, or compliance by Bank with any guideline, request or
directive of any such authority (whether or not having the force of law), including any risk-based
capital guidelines, affects or would affect the amount of capital required or expected to be
maintained by Bank (or any corporation controlling Bank), and Bank determines that the amount of
such capital is increased by or based upon the existence of any obligations of Bank hereunder or
the maintaining of any Obligations hereunder, and such increase has the effect of reducing the rate
of return on Bank’s (or such controlling corporation’s) capital as a consequence of such
obligations or the maintaining of such Obligations hereunder to a level below that which Bank (or
such controlling corporation) could have achieved but for such circumstances (taking into
consideration its policies with respect to capital adequacy), then Borrower shall pay to Bank,
within fifteen (15) days of Borrower’s receipt of written notice from Bank demanding such
compensation, additional amounts as are sufficient to compensate Bank (or such controlling
corporation) for any increase in the amount of capital and reduced rate of return which Bank
reasonably determines to be allocable to the existence of any obligations of the Bank hereunder or
to maintaining any Obligations hereunder. A certificate of Bank as to the amount of such
compensation, prepared in good faith and in reasonable detail by the Bank and submitted by Bank to
the undersigned, shall be conclusive and binding for all purposes absent manifest error.



8. Legal Effect. Except as specifically modified hereby, all of the terms and conditions
of the Agreement remain in full force and effect.



9. Conflicts. As to the matters specifically the subject of this Addendum, in the event of
any conflict between this Addendum and the Agreement, the terms of this Addendum shall control.



IN WITNESS WHEREOF, the parties have agreed to the foregoing as of the date first set forth above.



	 	 	 
	COMERICA BANK

By: /s/ J.P. Michael

	 	ARRAY BIOPHARMA, INC.

By: /s/ R. Michael Carruthers
	 

	 	 
	Name: J.P. Michael

	 	Name: R. Michael Carruthers
	 

	 	 
	Title: Senior Vice President/Regional Managing

Director

	 	Title: Chief Financial Officer



	 

	 	 







2