Exhibit 10.4


ASSIGNMENT OF LONGMONT PURCHASE AGREEMENT


This ASSIGNMENT AND
ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this “Assignment”) is made as of August 9, 2006 (the “Effective Date”), by and among Array
BioPharma Inc., a Delaware corporation (“Assignor”),
BMR-Trade Center Avenue LLC, a Delaware limited liability company (“Assignee”), and Circle Capital Longmont
LLC, a Delaware limited liability company (“Seller”).


RECITALS


A.            WHEREAS, pursuant to that certain Purchase and Sale
Agreement dated August 9, 2006 (as amended, the “Purchase Agreement”), by and between Assignor and Seller,
Seller agreed to sell to Assignor, and Assignor agreed to purchase from Seller,
the real property described in Exhibit “A” attached hereto (the “Land”) and certain improvements located on
the Land; and


B.            WHEREAS, Assignor desires to assign its interest in the
Purchase Agreement to Assignee.


AGREEMENT


NOW, THEREFORE, for good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto mutually agree as follows:


1.             Defined Terms. All capitalized terms used but not
otherwise defined herein shall have the meaning assigned to such terms in the
Purchase Agreement.


2.             Assignment. Assignor hereby sets over, transfers
and assigns unto Assignee all of Assignor’s right, title and interest in and to
the Purchase Agreement.


3.             Assumption. In consideration of the foregoing
assignment, Assignee hereby accepts the foregoing assignment and, from and
after the execution hereof, assumes and agrees to make, observe, keep and
perform all of the terms, covenants and conditions to be made, observed, kept
and performed by the Assignee under the Purchase Agreement, as fully as though
Assignee were originally named in the Purchase Agreement as the Purchaser.


4.             Warranty. Assignor hereby represents and warrants
to Assignee that: (a) it has not assigned the Purchase Agreement to any other
person or entity, and (b) it is not in breach or default of any of its
obligations under the Purchase Agreement.


5.             Indemnification. Assignor shall defend, indemnify
and hold harmless Assignee from and against any liability, damages, causes of
action, expenses, and attorneys’ fees incurred by Assignee by reason of the
failure of Assignor to fulfill, perform, discharge, and observe its obligations
with respect to the Purchase Agreement arising before the Effective Date.
Assignee shall defend, indemnify and hold harmless Assignor from and against
any liability, damages, causes of action, expenses, and attorneys’ fees incurred
by Assignor by reason of the failure of Assignor to fulfill, perform,
discharge, and observe its obligations with respect to the Purchase Agreement
arising on or after the Effective Date.


6.             Governing Law. This Assignment shall be governed
by the law of the State of Colorado.


7.             Counterparts. This Assignment may be executed in
one or more counterparts, each of which shall be deemed an original, but all of
which together will constitute one and the same instrument executed on the date
first set forth.









 



IN
WITNESS WHEREOF, the parties hereto have executed this Assignment as of the
date first above written.


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARRAY
  BIOPHARMA INC.,

  
	
   

  	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Mike
  Carruthers

  
	
   

  	
   

  	
   

  	
  Title: CFO

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BMR-TRADE
  CENTRE AVENUE LLC,

  
	
   

  	
   

  	
  a Delaware
  limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  BIOMED REALTY,
  L.P.,

  
	
   

  	
   

  	
   

  	
  a Maryland
  limited partnership

  
	
   

  	
   

  	
   

  	
  its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  ACKNOWLEDGED AND AGREED:

  	
   

  
							



 









 



 


	
  CIRCLE CAPITAL LONGMONT, LLC,

  
	
  a Delaware
  limited liability company

  
	
   

  
	
  By:

  	
  Longmont Senior
  Mezzanine Owner LLC,

  
	
   

  	
  a Delaware
  limited liability company,

  
	
   

  	
  its Sole Member
  and Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Longmont Junior
  Mezzanine Owner LLC,

  
	
   

  	
   

  	
  a Delaware
  limited liability company,

  
	
   

  	
   

  	
  its Sole Member
  and Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Circle Longmont
  Limited Partnership,

  
	
   

  	
   

  	
   

  	
  a Delaware
  limited partnership,

  
	
   

  	
   

  	
   

  	
  its Sole Member
  and Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Circle Capital
  Longmont GP LLC,

  
	
   

  	
   

  	
   

  	
   

  	
  a Colorado
  limited liability company,

  
	
   

  	
   

  	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Terrence W. Fitzpatrick

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Manager

  
										



 









 



EXHIBIT A


LAND


Lots 1 and 2, St. Vrain
Centre Parcel F-Minor Subdivision “C”, the Plat of which was recorded August 21,
1997 Reception No. 1724602 in Plan File P-40, F-3, No. 49, County of Boulder,
State of Colorado.