Exhibit 10.5


SECOND AMENDMENT

TO LOAN AND SECURITY AGREEMENT, CONSENT AND WAIVER


This Second Amendment to Loan and Security Agreement, Consent and
Waiver (this “Amendment”) is entered into as of July 7, 2006, by and between
COMERICA BANK (“Bank”) and ARRAY BIOPHARMA, INC. (“Borrower”).


RECITALS


A.            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 (the “Agreement”).


B.            Borrower
has informed Bank that it intends to transfer certain options to purchase (the “Purchase
Options”) properties located in Boulder, Colorado and Longmont, Colorado
(collectively, the “Properties” and each individually, a “Property”) to BioMed
Realty Trust (“BioMed”).  In connection
with the transfer of the Purchase Options, Borrower will enter into agreements
with BioMed to assign the Purchase Options to and lease such Properties from
BioMed (“Assignment/Leaseback Transactions”).


C.            Pursuant
to Sections 7.1 and 7.7 of the Agreement, Borrower is prohibited from selling,
transferring or disposing of Collateral and making Investments.  Borrower has requested that Bank consent to
the Assignment/Leaseback Transactions and waive the provisions of Sections 7.1
and 7.7 of the Agreement to the extent needed to permit the
Assignment/Leaseback Transactions to be consummated.  Subject to and on the terms set forth herein,
Bank has agreed to provide such waiver and consent.


D.            The
parties also desire to amend the Agreement in accordance with the terms of this
Amendment.


NOW, THEREFORE, the parties agree as follows:


1.             Subject to the terms hereof, Bank hereby consents, for
the purposes of Sections 7.1 and 7.7 of the Agreement, to the
Assignment/Leaseback Transactions and waives Borrower’s compliance with
Sections 7.1 and 7.7 only for the purpose of consummating the
Assignment/Leaseback Transactions. 
However, the effectiveness of Bank’s consent and waiver is contingent
upon Borrower’s delivery to Bank of executed landlord waivers, substantially in
the form of the Lessor’s Acknowledgment and Subordination attached hereto as
Annex I, that are effective as of the date of each applicable
Assignment/Leaseback Transaction, from BioMed covering each Property.  Bank’s consent to the Assignment/Leaseback
Transactions and related waiver: (a) shall in no way be deemed an agreement by
Bank to waive any other covenant, liability or obligation of Borrower or any
third party or to waive any right, power or remedy of Bank; (b) shall not limit
or impair Bank’s right to demand strict performance of Borrower’s liabilities
and obligations to Bank and the Obligations under the Agreement at all times
following the consummation of the Assignment/Leaseback Transactions, including
Sections 7.1 and 7.7; and (c) shall in no way obligate Bank to make any future
waivers, consents or modifications to the Agreement.  Borrower acknowledges that Bank is relying
upon Borrower’s representations, warranties and agreements as set forth herein
and in the Loan Documents in consenting to the Assignment/Leaseback
Transactions.


2.             Section 1.1 of the Agreement is hereby amended by adding
or amending and restating the following terms:


“‘Cash at Bank’ means
Cash at Bank and Cash at Comerica Securities, Inc. covered by an Account
Control Agreement.”


“‘Cash at Lehman’ means
Cash held at Lehman Brothers covered by an Account Control Agreement.”



 1
 






 



“‘Letter of Credit
Sublimit’ means a sublimit for Letters of Credit under the Revolving Line not
to exceed $6,750,000.”


“‘Revolving Line’ means a
Credit Extension of up to $6,750,000.”


3.             Section 6.6 of the Agreement is hereby amended and
restated to read in its entirety 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 plus Cash at Lehman is not less
than Forty Million Dollars ($40,000,000), (ii) Two Million Dollars ($2,000,000)
if Borrower’s total Cash at Bank plus Cash at Lehman is at least Thirty Million
Dollars ($30,000,000) but less than Forty Million Dollars, (iii) Thirteen
Million Dollars ($13,000,000) if Borrower’s total Cash at Bank plus Cash at
Lehman is at least Twenty Seven Million Five Hundred Thousand Dollars
($27,500,000) but less than Thirty Million ($30,000,000) and (iv) Twenty Four
Million Dollars ($24,000,000) if Borrower’s total Cash at Bank plus Cash at
Lehman is less than Twenty Seven Million Five Hundred Thousand Dollars
($27,500,000).  Notwithstanding the
foregoing, if Borrower fails to comply with any of the provisions of this
Section 6.6 at any time, Borrower shall have two (2) Business Days from the
date of such failure to deposit additional funds in accounts at Bank, Comerica
Securities Inc., Lehman Brothers or other accounts covered by Account Control
Agreements so that Borrower is in compliance with this Section 6.6.”


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


5.             Sections 11 and 12 of the Agreement are hereby amended
and restated in their entirety to read as follows:


“11.         CHOICE
OF LAW AND VENUE; JURY TRIAL WAIVER.


This Agreement shall be
governed by, and construed in accordance with, the internal laws of the State
of California, without regard to principles of conflicts of law.  Borrower and Bank hereby submit to the
exclusive jurisdiction of the state and Federal courts located in the County of
Santa Clara, State of California.  THE
UNDERSIGNED ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL
ONE, BUT THAT IT MAY BE WAIVED UNDER CERTAIN CIRCUMSTANCES.  TO THE EXTENT PERMITTED BY LAW, EACH PARTY,
AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS
CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES,
WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR ANY
OTHER DOCUMENT, INSTRUMENT OR AGREEMENT BETWEEN THE UNDERSIGNED PARTIES.


12.        JUDICIAL REFERENCE PROVISION.


(a)           In the event the Jury Trial Waiver
set forth above is not enforceable, the parties elect to proceed under this
Judicial Reference Provision.


(b)           With the exception of the items
specified in clause (c), below, any controversy, dispute or claim (each, a “Claim”)
between the parties arising out of or relating to this Agreement or any other
document, instrument or agreement between the undersigned parties (collectively
in this Section, the “Comerica Documents”), will be resolved by a reference
proceeding in California in accordance with the provisions of Sections 638 et
seq. of the California Code of Civil Procedure (“CCP”), or their successor
sections, which shall constitute the exclusive remedy for the resolution of any
Claim, including whether the Claim is subject to the reference proceeding.
Except as otherwise provided in the Comerica Documents, venue for the reference
proceeding will be in the state or federal court in the county or district
where the real property involved in the action, if any, is located or in the
state or federal court in the county or district where venue is otherwise
appropriate under applicable law (the “Court”).



 2
 






 



(c)           The matters that shall not be subject
to a reference are the following: (i) nonjudicial foreclosure of any security
interests in real or personal property, (ii) exercise of self-help remedies
(including, without limitation, set-off), (iii) appointment of a receiver and
(iv) temporary, provisional or ancillary remedies (including, without
limitation, writs of attachment, writs of possession, temporary restraining
orders or preliminary injunctions). This reference provision does not limit the
right of any party to exercise or oppose any of the rights and remedies
described in clauses (i) and (ii) or to seek or oppose from a court of
competent jurisdiction any of the items described in clauses (iii) and (iv).
The exercise of, or opposition to, any of those items does not waive the right
of any party to a reference pursuant to this reference provision as provided
herein.


(d)           The referee shall be a retired judge
or justice selected by mutual written agreement of the parties. If the parties
do not agree within ten (10) days of a written request to do so by any party,
then, upon request of any party, the referee shall be selected by the Presiding
Judge of the Court (or his or her representative). A request for appointment of
a referee may be heard on an ex parte or expedited basis, and the parties agree
that irreparable harm would result if ex parte relief is not granted.  Pursuant to CCP § 170.6, each party shall
have one peremptory challenge to the referee selected by the Presiding Judge of
the Court (or his or her representative).


(e)           The parties agree that time is of the
essence in conducting the reference proceedings. Accordingly, the referee shall
be requested, subject to change in the time periods specified herein for good
cause shown, to (i) set the matter for a status and trial-setting conference
within fifteen (15) days after the date of selection of the referee, (ii) if
practicable, try all issues of law or fact within one hundred twenty (120) days
after the date of the conference and (iii) report a statement of decision
within twenty (20) days after the matter has been submitted for decision.


(f)            The referee will have power to
expand or limit the amount and duration of discovery.  The referee may set or extend discovery
deadlines or cutoffs for good cause, including a party’s failure to provide
requested discovery for any reason whatsoever. Unless otherwise ordered based
upon good cause shown, no party shall be entitled to “priority” in conducting
discovery, depositions may be taken by either party upon seven (7) days written
notice, and all other discovery shall be responded to within fifteen (15) days
after service. All disputes relating to discovery which cannot be resolved by
the parties shall be submitted to the referee whose decision shall be final and
binding.


(g)           Except as expressly set forth herein,
the referee shall determine the manner in which the reference proceeding is
conducted including the time and place of hearings, the order of presentation
of evidence, and all other questions that arise with respect to the course of
the reference proceeding.  All
proceedings and hearings conducted before the referee, except for trial, shall
be conducted without a court reporter, except that when any party so requests,
a court reporter will be used at any hearing conducted before the referee, and
the referee will be provided a courtesy copy of the transcript. The party
making such a request shall have the obligation to arrange for and pay the
court reporter. Subject to the referee’s power to award costs to the prevailing
party, the parties will equally share the cost of the referee and the court
reporter at trial.


(h)           The referee shall be required to
determine all issues in accordance with existing case law and the statutory
laws of the State of California. The rules of evidence applicable to
proceedings at law in the State of California will be applicable to the reference
proceeding. The referee shall be empowered to enter equitable as well as legal
relief, enter equitable orders that will be binding on the parties and rule on
any motion which would be authorized in a court proceeding, including without
limitation motions for summary judgment or summary adjudication. The referee
shall issue a decision at the close of the reference proceeding which disposes
of all claims of the parties that are the subject of the reference.  Pursuant to CCP § 644, such decision shall be
entered by the Court as a judgment or an order in the same manner as if the
action had been tried by the Court and any such decision will be final, binding
and conclusive.  The parties reserve the
right to appeal from the final judgment or order or from any appealable
decision or order entered by the referee. 
The parties reserve the right to findings of fact, conclusions of laws,
a written statement of decision, and the right to move for a new trial or a
different judgment, which new trial, if granted, is also to be a reference
proceeding under this provision.



 3
 






 



(i)            If the enabling legislation which
provides for appointment of a referee is repealed (and no successor statute is
enacted), any dispute between the parties that would otherwise be determined by
reference procedure will be resolved and determined by arbitration.  The arbitration will be conducted by a
retired judge or justice, in accordance with the California Arbitration Act
§1280 through §1294.2 of the CCP as amended from time to time. The limitations
with respect to discovery set forth above shall apply to any such arbitration
proceeding.


(j)            THE
PARTIES RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS
RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY
A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH
COUNSEL OF ITS  OWN CHOICE, EACH PARTY
KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, AGREES
THAT THIS REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY, DISPUTE OR CLAIM
BETWEEN OR AMONG THEM ARISING OUT OF OR IN ANY WAY RELATED TO, THIS AGREEMENT
OR THE OTHER COMERICA DOCUMENTS.”


6.             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.


7.             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.


8.             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.


9.             Except as otherwise provided herein, 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
Certificate of the Secretary of Borrower with respect to incumbency and
resolutions authorizing the execution and delivery of this Amendment;


(c)           all
reasonable Bank Expenses incurred through the date of this Amendment, which may
be debited from any of Borrower’s accounts;


(d)           an
Amendment to Pledged Collateral Account Agreement (re Lehman account);


(e)           a
Securities Account Control Agreement (re Comerica Securities account);


(f)            an
Agreement to Provide Insurance in the form attached hereto;


(g)           an
Itemization of Amount Financed Disbursement Instruction in the form attached
hereto; and


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



 4
 






 



10.           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.


IN WITNESS WHEREOF, the undersigned have executed this
Amendment as of the first date above written.


	
  

  	
  ARRAY BIOPHARMA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMERICA BANK 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 



 5














 


EXHIBIT C


COMPLIANCE CERTIFICATE


	
  TO:

  	
  COMERICA BANK

  
	
  FROM:

  	
  ARRAY BIOPHARMA, INC.

  



 


The undersigned authorized officer of ARRAY BIOPHARMA, INC. hereby
certifies that in accordance with the terms and conditions of the Loan and
Security Agreement between Borrower and Bank (as amended from time to time, the
“Agreement”), (i) Borrower is in complete compliance for the period ending
                              
with all required covenants except as noted below and (ii) all
representations and warranties of Borrower stated in the Agreement are true and
correct as of the date hereof.  Attached
herewith are the required documents supporting the above certification.  The Officer further certifies that these are
prepared 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” column.


	
  Reporting Covenant

  	
   

  	
  Required

  	
   

  	
  Complies

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Monthly
  financial statements

  	
   

  	
  Monthly within 20 days

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  Annual (CPA
  Audited)

  	
   

  	
  Within 5 days of SEC 10-K filing requirements

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  10K and 10Q

  	
   

  	
  Within 5 days of filing

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  Cash Balance
  Certificate

  	
   

  	
  Monthly within 5 days plus daily real time
  monitoring

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  Compliance Cert.

  	
   

  	
  Monthly within 20 days AND w/in 5 days of SEC 10-Q
  filing requirements

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  A/R Audit

  	
   

  	
  Initial and Semi-Annual

  	
   

  	
  Yes

  	
   

  	
  No

  



 


	
  Financial Covenant

  	
   

  	
  Required

  	
   

  	
  Actual

  	
   

  	
  Complies

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Measured on a
  Daily Basis:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minimum Cash at Bank:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  If total Cash at Bank and Cash at Lehman is at least
  $30,000,000 but less than $40,000,000

  	
   

  	
  $

  	
  2,000,000

  	
   

  	
  $

  	
                

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  
	
  If total at Bank and Cash at Lehman is less than
  $30,000,000 but greater than $27,500,000

  	
   

  	
  $

  	
  13,000,000

  	
   

  	
  $

  	
                

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  
	
  If total Cash at
  Bank and Cash at Lehman is less than $27,500,000

  	
   

  	
  $

  	
  24,000,000

  	
   

  	
  $

  	
                

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  



 


	
  Comments Regarding Exceptions: See Attached

  	
  BANK USE ONLY

  
	
   

  	
   

  
	
  Sincerely,

  	
  Received by:

  	
   

  
	
   

  	
   

  	
  AUTHORIZED SIGNER

  
	
   

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
  SIGNATURE

  	
   

  
	
   

  	
  Verified:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  AUTHORIZED SIGNER

  
	
   

  	
  TITLE

  	
  Date:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Compliance Status

  	
  Yes

  	
  No

  
	
   

  	
  DATE

  	
   

  
											



 



 1














 


Corporation Resolutions and Incumbency
Certification

Authority to Procure Loans


I certify that I am the duly elected and qualified
Secretary of  ARRAY BIOPHARMA, INC.; that
the following is a true and correct copy of resolutions duly adopted by the
Board of Directors of the Corporation in accordance with its bylaws and
applicable statutes.


Copy of Resolutions:


Be it Resolved, That:


1.                                       Any one (1) of the following                                                     
(insert titles only) of the Corporation are/is authorized, for, on behalf of,
and in the name of the Corporation to:


(a)                                  Negotiate and procure loans, letters of
credit and other credit or financial accommodations from Comerica Bank (“Bank”),
a Michigan banking corporation, including, without limitation, that certain
Loan and Security Agreement dated as of June 28, 2005, as amended from time to
time, including but not limited to that certain First Amendment to Loan and
Security Agreement dated as of December 19, 2005 and that certain Second Amendment
to Loan and Security Agreement, Consent and Waiver dated as of July 7, 2006
(collectively, the “Agreement”).


(b)                                 Discount with the Bank, commercial or
other business paper belonging to the Corporation made or drawn by or upon
third parties, without limit as to amount;


(c)                                  Purchase, sell, exchange, assign, endorse
for transfer and/or deliver certificates and/or instruments representing
stocks, bonds, evidences of Indebtedness or other securities owned by the
Corporation, whether or not registered in the name of the Corporation;


(d)                                 Give security for any liabilities of the
Corporation to the Bank by grant, security interest, assignment, lien, deed of
trust or mortgage upon any real or personal property, tangible or intangible of
the Corporation;


(e)                                  Issue a warrant or warrants to purchase
the Corporation’s capital stock; and


(f)                                    Execute and deliver in form and content
as may be required by the Bank any and all notes, evidences of Indebtedness,
applications for letters of credit, guaranties, subordination agreements, loan
and security agreements, financing statements, assignments, liens, deeds of
trust, mortgages, trust receipts and other agreements, instruments or documents
to carry out the purposes of these Resolutions, any or all of which may relate
to all or to substantially all of the Corporation’s property and assets.


2.                                       Said Bank be and it is authorized and
directed to pay the proceeds of any such loans or discounts as directed by the
persons so authorized to sign, in accordance with the Agreement.


3.                                       Any and all agreements, instruments and
documents previously executed and acts and things previously done to carry out
the purposes of these Resolutions are ratified, confirmed and approved as the
act or acts of the Corporation.


4.                                       These Resolutions shall continue in
force, and the Bank may consider the holders of said offices and their
signatures to be and continue to be as set forth in a certified copy of these
Resolutions delivered to the Bank, until notice to the contrary in writing is
duly served on the Bank (such notice to have no effect on any action previously
taken by the Bank in reliance on these Resolutions).



 1
 






 



5.                                       Any person, corporation or other legal
entity dealing with the Bank may rely upon a certificate signed by an officer
of the Bank to the effect that these Resolutions and any agreement, instrument
or document executed pursuant to them are still in full force and effect and
binding upon the Corporation.


6.                                       The Bank may consider the holders of the
offices of the Corporation and their signatures, respectively, to be and
continue to be as set forth in the Certificate of the Secretary of the
Corporation until notice to the contrary in writing is duly served on the Bank.


I further certify that the above Resolutions are in
full force and effect as of the date of this Certificate; that these
Resolutions and any borrowings or financial accommodations under these
Resolutions have been properly noted in the corporate books and records, and
have not been rescinded, annulled, revoked or modified; that neither the
foregoing Resolutions nor any actions to be taken pursuant to them are or will
be in contravention of any provision of the articles of incorporation or bylaws
of the Corporation or of any agreement, indenture or other instrument to which
the Corporation is a party or by which it is bound; and that neither the
articles of incorporation nor bylaws of the Corporation nor any agreement,
indenture or other instrument to which the Corporation is a party or by which
it is bound require the vote or consent of shareholders of the Corporation to
authorize any act, matter or thing described in the foregoing Resolutions.


I further certify that the following named persons
have been duly elected to the offices set opposite their respective names, that
they continue to hold these offices at the present time, and that the
signatures which appear below are the genuine, original signatures of each
respectively:


(PLEASE SUPPLY GENUINE SIGNATURES OF AUTHORIZED
SIGNERS BELOW)


	
  NAME (Type or Print)

  	
   

  	
  TITLE

  	
   

  	
  SIGNATURE

  
	
          

  	
   

  	
   

  	
   

  	
   

  
	
          

  	
   

  	
   

  	
   

  	
   

  



 


In Witness Whereof, I
have affixed my name as Secretary and have caused the corporate seal (where
available) of said Corporation to be affixed on July 7, 2006.


 


	
  

  	
   

  
	
   

  	
  Secretary, ARRAY
  BIOPHARMA, INC.

  



 


 


	
  The Above Statements are
  Correct.

  	
   

  
	
   

  	
  SIGNATURE OF
  OFFICER OR DIRECTOR OR, IF NONE. A

  SHAREHOLDER OTHER THAN SECRETARY WHEN SECRETARY IS

  AUTHORIZED TO SIGN ALONE.

  
			



 


Failure to complete the above when the Secretary is authorized
to sign alone shall constitute a certification by the Secretary that the
Secretary is the sole Shareholder, Director and Officer of the Corporation.



 2














 


COMERICA BANK

Member FDIC


ITEMIZATION OF AMOUNT
FINANCED

DISBURSEMENT INSTRUCTIONS

(Revolver)


	
  Name: 
  ARRAY BIOPHARMA, INC.

  	
  Date:  July 7,
  2006

  



 


$6,750,000 credited to deposit account No.                       
when Advances are requested or disbursed to Borrower by cashiers check or wire
transfer


Amounts paid to others on your behalf:


 


	
  $

  	
                        

  	
   

  	
  to Comerica Bank
  for Loan Fee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  $

  	
                        

  	
   

  	
  to Comerica Bank
  for Document Fee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  $

  	
                        

  	
   

  	
  to Comerica Bank
  for accounts receivable audit (estimate)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  $

  	
                        

  	
   

  	
  to Bank counsel
  fees and expenses

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  $

  	
                        

  	
   

  	
  to                      

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  $

  	
                        

  	
   

  	
  to                      

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  $

  	
                        

  	
   

  	
  TOTAL (AMOUNT FINANCED)

  	
   

  



 


Upon
consummation of this transaction, this document will also serve as the
authorization for Comerica Bank to disburse the loan proceeds as stated above.


	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  Signature

  



 



 1














 


AGREEMENT TO PROVIDE
INSURANCE


	
  TO:

  	
  COMERICA BANK

  	
  Date: July 7, 2006

  
	
   

  	
  attn: Deni M. Snider, MC 4770

  	
   

  
	
   

  	
  75 E. Trimble Road

  	
   

  
	
   

  	
  San Jose, CA 95131

  	
   

  



 


Borrower:  ARRAY
BIOPHARMA, INC.


In consideration of a loan in the amount of $21,750,000, secured by all
tangible personal property including inventory and equipment.


I/We agree to obtain adequate insurance coverage to remain in force
during the term of the loan.


I/We also agree to advise the below named agent to add Comerica Bank as
lender’s loss payable on the new or existing insurance policy, and to furnish
Bank at above address with a copy of said policy/endorsements and any
subsequent renewal policies.


I/We understand that the policy must contain:


1.             Fire and extended
coverage in an amount sufficient to cover:


The amount of the
loan, OR


All existing
encumbrances, whichever is greater,


But not in excess of the replacement value of the improvements on the
real property.


2.             Lender’s “Loss
Payable” Endorsement Form 438 BFU in favor of Comerica Bank, or any other form
acceptable to Bank.


INSURANCE INFORMATION


	
  Insurance Co./Agent

  	
  Telephone No.:

  
	
   

  	
   

  
	
  Agent’s Address:

  	
   

  



 


	
   

  	
  Signature of Obligor:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature of Obligor:

  	
   

  	
   

  



 


	
  FOR BANK USE ONLY

  
	
   

  
	
  INSURANCE
  VERIFICATION: Date:

  	
   

  	
   

  
	
   

  
	
  Person Spoken to:

  	
   

  	
   

  
	
   

  
	
  Policy Number:

  	
   

  	
   

  
	
   

  
	
  Effective From:

  	
   

  	
  To:

  	
   

  	
   

  
	
   

  
	
  Verified by:

  	
   

  	
   

  
									



 










 



ANNEX I


 


Lessor’s Acknowledgment and
Subordination

(For Use Without Assignment of Lease)


As of                       ,
2006, the undersigned,                                                 
(“Lessor”), under the terms of a lease, a copy of which is attached hereto (the
“Lease”), acknowledges that, Array Biopharma, Inc. (“Lessee”), has or will
receive from Comerica Bank (“Bank”) certain credit accommodations.


Notice   Lessor agrees
to notify Bank in writing (at the address specified below or at any other
address given by Bank in writing to Lessor) not less than thirty (30) days
before commencing any proceedings or otherwise taking any action to terminate
the Lease or to enforce its remedies thereunder.


Subordination   Lessor agrees
that all of Lessee’s machinery, equipment, inventory, fixtures or other
property (“Lessee’s Property”) which may be located on the leased premises
shall remain the personal property of the Lessee and shall not become a fixture
or part of the realty notwithstanding anything that may be implied by law from
the mode of attachment, installation or otherwise.  Lessor further agrees that any lien or
security interest Lessor may claim against any of Lessee’s Property is
subordinated to any lien or security interest now or subsequently held by Bank
in any of such property.


Limited Right of Entry  
Lessor acknowledges that, notwithstanding any noncompliance with or default
by Lessee under the Lease, the Bank shall have the limited right to enter into
and remain in possession of the leased premises for a reasonable period not to
exceed ninety (90) consecutive days for the purpose of enforcing its liens and
security interests in Lessee’s Property, including the sale and/or detachment
and/or removal from the leased premises of such property.  Bank shall pay to Lessor, on a monthly basis
in advance (pro rata, depending on the number of days Bank is in possession),
the amount equal to the current monthly rent accruing under the Lease during
the period while Bank is in possession of the leased premises; provided
however, that Bank shall not assume or be deemed to have assumed any
obligations of Lessee under such Lease and shall not incur any liabilities or
obligations whatsoever with respect to the Lease other than the payments
described in this paragraph. 
Furthermore, Bank shall have no responsibility whatsoever for any back
rent or other obligations which have accrued under the Lease prior to Bank’s
entry into possession under this paragraph.


No Assumption   Lessor
further agrees that Bank’s rights have been given for security purposes only,
and that unless and until Bank agrees expressly and in writing to do so, Bank
shall have no obligations whatsoever under the Lease.


	
  ADDRESS OF LEASED PREMISES:

  	
  LESSOR:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ADDRESS OF COMERICA BANK:

  	
  BANK: Comerica Bank

  
	
   

  	
   

  	
   

  
	
  Comerica Bank

  	
   

  	
  By:

  	
   

  
	
  75 E. Trimble Road

  	
   

  	
  Name:

  	
   

  
	
  San Jose, CA 95131

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACKNOWLEDGEMENT OF LESSEE:

  	
  LESSEE: Array Biopharma, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title: