Exhibit
10.3


AGREEMENT
OF PURCHASE AND SALE

(2600 and 2620 Trade Centre
Avenue, Longmont, Colorado)


This Agreement of
Purchase and Sale (“Agreement”) is made as of the 9th day of
August, 2006 (“Effective Date”) between Circle Capital Longmont LLC, a Delaware limited liability
company (“Seller”), and Array
BioPharma Inc., a Delaware corporation (“Purchaser”).


Seller’s predecessor in
interest and Purchaser entered into a written lease agreement, dated February
28, 2000, as amended by Addendum to Lease Agreement #1 dated May 24, 2001,
Addendum to Lease Agreement #2, dated February 11, 2002, Addendum to Lease
Agreement dated November 30, 2004, Addendum #4 to Lease Agreement dated August
1, 2005 (“Addendum #4 to 2620 Lease”),
Addendum #5 to Lease Agreement dated as of November 30, 2005, Addendum #6 to
Lease Agreement dated December 22, 2005, Addendum #7 to Lease Agreement dated
February 28, 2006, and Addendum #8 to Lease Agreement dated as of March 1, 2006
(collectively, the “2620  Lease”), pertaining to an approximately
43,200 square foot building located at 2620 Trade Centre Avenue, Longmont,
Colorado (“2620 Building”).


Seller’s predecessor in
interest and Purchaser entered into a written lease agreement, dated February
11, 2002, as amended by Addendum #1 to Lease Agreement dated November 30, 2004,
and Addendum to Lease Agreement #2, dated August 4, 2005 (collectively, the “2600  Lease”),
pertaining to an approximately 28,800 square foot building located at 2600
Trade Centre Avenue, Longmont, Colorado (“2600
Building”).


The 2620 Lease and the 2600 Lease shall be
collectively referred to hereinafter as the “Leases”.


The 2620 Building and the 2600 Building shall be
collectively referred to hereinafter as the “Buildings”.


Under Addendum #4 to 2620 Lease, Purchaser was granted
an option, under certain terms, to purchase the Buildings (the “Purchase Option”).


Purchaser has notified
Seller of its desire to purchase the Buildings from Seller.  Subject to the terms and conditions of this
Agreement, Seller will sell to Purchaser, and Purchaser will purchase from
Seller, the Property (as defined below), including the Buildings.


ARTICLE 1.                             PROPERTY/PURCHASE
PRICE


1.1.                              Property.  Subject to the terms and conditions of this
Agreement, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase
from Seller, the following property (collectively, the “Property”):


(a)                                  The
“Real Property,” being the land
described in Exhibit A attached
hereto, the Building, all improvements and fixtures (other than fixtures owned
by Purchaser pursuant to the Leases) located thereon (the “Improvements”); all and singular the rights, benefits, privileges, easements,
tenements, hereditaments, and appurtenances thereon or in









 



anyway appertaining to such real property; and all
right, title, and interest of Seller in and to all strips and gores and any
land lying in the bed of any street, road or alley, open or proposed, adjoining
such real property; and


(b)                               The “Intangible Property,” being all, right,
title and interest of Seller, if any, in and to all intangible personal
property now or hereafter used exclusively in connection with the operation,
ownership, maintenance, management, or occupancy of the Real Property (to the
extent assignable); the plans and specifications for the Improvements (to the extent
assignable); warranties, indemnities, applications, permits, approvals and
licenses (to the extent applicable in any way to the above referenced Real
Property and assignable).


1.2.                              Purchase
Price.  The total purchase price to
be paid to Seller by Purchaser for the Property shall be Six Million Seven Hundred Eighty-Six Thousand Dollars
($6,786,000)(the “Purchase Price”). 
The Purchase Price, as adjusted for prorations, deposits and other
adjustments as provided herein, shall be paid to Escrow Agent by wire transfer
of immediately available funds or in cash.


1.3.                              Title
Company and Escrow Agent.  The “Escrow Agent” and “Title Company” is: 
LandAmerica Commercial Services, 750 B. Street, Suite 3000, San Diego
California 92101, Attn:  Katherine I.
Leicht (Tel#: (619) 230-6346; Fax#: (619) 233-0369).


1.4.                              Closing
Date.  The “Closing Date” shall mean 12:00 noon (MDT)
on August 9, 2006.


ARTICLE 2.                             INSPECTION


2.1.                              Access.  Upon reasonable prior notice to Seller,
Purchaser and its agents, employees, consultants, lenders and representatives
shall have reasonable access to the Property and all books and records for the
Property that are located at the property manager’s offices located at:  1375 Ken Pratt Boulevard, Suite C, Longmont,
CO 80501 (“Manager’s Office”), for
the purpose of conducting surveys, appraisals, architectural, engineering,
structural, mechanical, geotechnical and environmental inspections and tests,
and any other inspections, studies, or tests reasonably required by Purchaser;
provided, however, Purchaser may not conduct any invasive testing without
Seller’s prior consent (which consent shall be at Seller’s sole
discretion).  If any inspection or test
disturbs the Property in a material respect, Purchaser will restore the
Property to its condition before any such inspection or test.  During the pendency of this Agreement,
Purchaser and its agents, employees, consultants, lenders and representatives
shall have a continuing right of reasonable access to the Property and the
Manager’s Office, with reasonable prior notice, for the purpose of examining
and making copies of all books and records and other materials relating to the
Property.  In the course of its
investigations, Purchaser may make reasonable inquiries to third parties,
including, without limitation, representatives, contractors, property managers
and municipal, local and other government officials and representatives in
accordance with the terms of this Agreement, and Seller consents to such
inquiries.  Purchaser hereby indemnifies,
protects, defends (with counsel reasonably acceptable to Seller) and holds
Seller and the Property free and harmless from and against any and all costs,
losses, liabilities, damages, lawsuits, judgments, actions, proceedings,
penalties, demands, attorneys’ fees, mechanic’s liens, or expenses of any kind
or nature whatsoever (“Claims”), to the extent caused



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by any entry and/or activities upon the Property by
Purchaser, Purchaser’s agents, contractors and/or subcontractors; provided,
however, Purchaser shall not indemnify Seller against any Claims caused by
Seller’s gross negligence or willful misconduct.


2.2                               Service
Contracts; Property Management and Leasing Agreements; Property Employees.  Seller shall terminate at Closing, and
Purchaser shall not assume, any property management or third party leasing
agreements affecting the Property. 
Seller and Purchaser hereby agree and acknowledge that Seller currently
has contracts with the following service providers at the Property:  (i) SureLockPlus (Fire Alarm Monitoring);
(ii) MaiCon (Parking Lot Lighting); (iii) Window King (Window washing); (iv)
Longmont Sweeping (Parking lot sweeping); and (v) CoCal Landscape (Grounds
Maintenance) (collectively, the “Service Contracts”).  Seller shall amend or terminate the Service
Contracts such that the Service contracts do not affect the Property on August
31, 2006.  Until such time as the Service
Contracts are appropriately amended or terminated, Seller shall arrange to have
the service providers maintain the Property in accordance with the terms of the
Service Contracts and, upon request of Purchaser, enforce the Service Contracts
for the benefit of Purchaser with respect to the Property.  Seller shall have no liability for any acts
or omission of the service providers under the Service Contracts.  Seller hereby acknowledges that Purchaser
paid for its proportionate share of the amounts due under the Service Contracts
through August 31, 2006, along with Purchaser’s August rent payments under the
Leases. All amounts paid by Purchaser to Seller under the Leases and allocated
to the Service Contracts shall be final and shall not be pro-rated at
Closing.  The provisions of this
Paragraph 2.2 shall survive Closing.


ARTICLE 3.                             TITLE
AND SURVEY REVIEW


3.1.                              Delivery
of Preliminary Title Report and Survey. 
Seller shall cause to be delivered to Purchaser on or prior to the date
that is five (5) days after the Effective Date, any existing survey of the
Property in Seller’s possession or control (the “Survey”).  Purchaser may
update the Survey, at Purchaser’s sole discretion.  Purchaser has obtained a commitment to insure
title to the Property (the “Title Commitment”) issued by the Title Company
together with copies of the items listed on Scheduled B-2 (the “Exception Documents”).  The Title Commitment,
Exception Documents, and the Survey are referred to herein collectively as the “Title Documents.”


3.2.                              Title
Review and Cure.  Prior to the
Closing Date, Purchaser shall review title to the Property as disclosed by the
Title Documents.


3.3.                              Permitted
Exceptions.  “Permitted Exceptions” means the following exceptions approved or deemed approved by
Purchaser pursuant to this Agreement: 
(i) real property taxes and assessments for the calendar year of the
Closing (as defined below) and subsequent years; (ii) any taxes, assessments,
fees or charges by reason of the inclusion of the Property in any statutory
district of record; (iii) covenants, as amended and supplemented, of record;
(iv) utility, landscape and drainage easements of record; (v) any covenants
contained in the applicable subdivision plat; (vi) applicable zoning and
building code laws and regulations; (vii) liens and encumbrances created by,
through or under Purchaser; (viii) all matters disclosed by the Survey



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or would be disclosed by an update thereto; and (ix)
the Leases, unless otherwise terminated pursuant to the terms contained herein.


ARTICLE 4.                             OPERATIONS


4.1.                              Ongoing
Operations.  During the pendency of
this Agreement:


(a)                                Preservation
of Business.  Seller shall cause the
Property to be operated in a manner consistent with the terms and conditions of
the Leases.


(b)                               Maintenance
of Insurance.  Seller shall continue
to carry its existing insurance as required by the Leases through the Closing
Date.


(c)                                New
Contracts.  Without Purchaser’s prior
written consent in each instance, Seller will not enter into or amend,
terminate, waive any default under, or grant concessions regarding any contract
or agreement that will be an obligation affecting the Property or binding on
Purchaser after the Closing.


(d)                               Leasing
Arrangements.  Seller will not enter
into any new lease or other occupancy agreement affecting the Improvements
without Purchaser’s prior written consent in each instance.


(e)                                Maintenance
of Permits.  Seller shall maintain in
existence all licenses, permits and approvals, if any, in accordance with past
business practices.


ARTICLE 5.                             CONDITIONS
PRECEDENT


5.1.                              Conditions
to Seller’s Obligation to Close.  In
addition to all other conditions set forth herein, the obligation of Seller to
consummate the transactions contemplated hereunder shall be contingent upon the
following:


(a)                                Representations.  Purchaser’s representations and warranties
contained herein shall be true and correct as of the date of this Agreement and
the Closing Date;


(b)                               Performance.  As of the Closing Date, Purchaser shall have
performed its obligations hereunder and all deliveries to be made by Purchaser
at Closing have been tendered;


(c)                                Other
Condition.  Any other condition set
forth in this Agreement to Seller’s obligation to close shall have been
satisfied by the applicable date; and


(d)                               Leases.  There shall have been no material Events of
Default by Purchaser under the Leases, which have not been remedied by
Purchaser as of the Closing Date.


5.2.                              Conditions
to Purchaser’s Obligation to Close. 
In addition to all other conditions set forth herein, the obligation of
Purchaser to consummate the transactions contemplated hereunder shall be
contingent upon the following:



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(a)                                Representations.  Seller’s representations and warranties
contained herein shall be true and correct as of the date of this Agreement and
the Closing Date;


(b)                               Deliveries.  All deliveries to be made by Seller at
Closing have been tendered;


(c)                                Bankruptcy.  No proceeding has been commenced against
Seller under the federal Bankruptcy Code or any state law for relief of
debtors; and


(d)                               Title.  At Closing, the Title Company shall
irrevocably commit to issue to Purchaser an ALTA Owner’s Policy of title
insurance, dated as of the date and time of the recording of the Deed (as
defined below), vesting title in Purchaser, in the amount of the Purchase Price
(the “Title Policy”).


5.3                               Termination
of Leases/Expansion Option. 
Effective as of Closing, the Leases, including any “Expansion Option”
thereunder (as defined in Addendum #4 of the 2620 Lease), shall terminate and
the parties shall execute a termination of the Leases in a form reasonably
acceptable to Seller and Purchaser. 
Purchaser and Seller agree that neither party shall have any obligation
under, or take any further action with respect to, the Expansion Option from
the Effective Date of this Agreement until the Closing Date and that all
applicable time periods for giving notice under Section 10 of Addendum #4 of
the 2620 Lease shall be tolled from the Effective Date until the Closing Date.


ARTICLE 6.                             DEFAULT
AND REMEDIES


6.1.                              Purchaser’s
Defaults; Seller’s Remedies.  In the
event of a material breach by Purchaser of its obligations under this
Agreement, Seller shall have the right of specific performance and additional
actual damages.


6.2.                              Seller’s
Defaults; Purchaser’s Remedies.  In
the event of a material breach by Seller of its obligations under this
Agreement, Purchaser shall have the right of specific performance and
additional actual damages.


ARTICLE 7.                             CLOSING


7.1.                              Closing
and Escrow.  The consummation of the
transaction contemplated herein (“Closing”) shall occur on the Closing Date at
the offices of the Escrow Agent.  Closing
shall occur through an escrow with the Escrow Agent.  Funds shall be deposited into and held by
Escrow Agent in a closing escrow account with a bank satisfactory to Purchaser
and Seller.  Upon satisfaction or
completion of all closing conditions and deliveries, Escrow Agent shall record
and deliver the Deed (as defined below) and deliver the closing document s to
the appropriate parties and make disbursements according to the closing
statements executed by Seller and Purchaser. 
Provided such supplemental escrow instructions are not in conflict with
this Agreement as it may be amended in writing from time to time, Seller and
Purchaser agree to execute such supplemental escrow instructions as may be
appropriate to enable Escrow Agent to comply with the terms of this
Agreement.  The parties understand that
the Closing shall occur in



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Longmont, Colorado and that all necessary deliveries
to escrow must be completed by 11:00 A.M. on the Closing Date.


7.2.                              Seller’s
Deliveries in Escrow.  On or before
11:00 A.M. on the Closing Date, Seller shall deliver in escrow to the Escrow
Agent the following:


(a)                                Deed.  That certain special warranty deed (“Deed”) in the form attached as Exhibit C hereto sufficient to vest title
in Purchaser, subject only to the Permitted Exceptions;


(b)                               Bill
of Sale.  A Bill of Sale (“Bill of Sale”) executed and acknowledged by
Seller in the form attached as Exhibit D
hereto;


(c)                                State
Law Disclosures.  Such disclosures
and reports as are required by applicable state and local law in connection
with the conveyance of real property;


(d)                               FIRPTA.  A Foreign Investment in Real Property Tax Act
affidavit executed by Seller;


(e)                                Authority.  Evidence of the existence, organization and
authority of Seller and of the authority of the persons executing documents on
behalf of Seller required by and reasonably satisfactory to the Title Company;


(f)                                  Owner’s
Affidavit.  An Owner’s Affidavit, if
required, in the form attached as Exhibit E
hereto; and


(g)                               Other
Deliveries.  Any other Closing
deliveries required to be made by or on behalf of Seller hereunder or reasonably
required by the Title Company to effect the Closing of this transaction
consistent with this Agreement.


7.3.                              Purchaser’s
Deliveries in Escrow.  On or before
9:00 a.m. on the Closing Date, Purchaser shall deliver in escrow to the Escrow
Agent the following:


(a)                                Purchase
Price.  The Purchase Price, plus or
minus applicable prorations, deposited by Purchaser with the Escrow Agent in
immediate, same-day federal funds wired for credit into the Escrow Agent’s
escrow account;


(b)                               Bill
of Sale.  Counterpart of the Bill of
Sale, executed by Purchaser;


(c)                                State
Law Disclosures.  Such disclosures
and reports as are required by applicable state and local law in connection
with the conveyance of real property; and


(d)                               Other
Deliveries.  Any other Closing
deliveries required to be made by or on behalf of Purchaser hereunder or
reasonably required to effect the Closing of this transaction consistent with
this Agreement.



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7.4.                              Closing
Statements/Closing Costs.


(a)                                Seller
and Purchaser shall deposit with the Escrow Agent executed closing statements
consistent with this Agreement in the form required by the Escrow Agent.


(b)                               Seller
and Purchaser shall execute such returns, questionnaires and other documents as
shall be required with regard to all applicable real property transaction taxes
imposed by applicable federal, state or local law or ordinance.


(c)                                Seller
shall pay the fees of any counsel representing Seller in connection with this
transaction.  Seller shall also pay the
following costs and expenses:


(i)                                   one-half
of the closing and escrow fees, if any, which may be charged by the Escrow
Agent or the Title Company;


(ii)                                  one-half
of the owner’s title insurance premium for the Title Policy, excluding any
endorsements Purchaser wishes to purchase from Title Company;


(iii)                               one-half
of the cost of an updated Survey;


(iv)                              one-half
of all of the recording fees; and


(v)                               a
brokerage commission due to CRESA Partners in an amount equal to Eighty-One
Thousand Four Hundred Thirty-Two Dollars ($81,432)(“Broker’s Commission”), which represents 3% of the applicable
purchase price of the 2600 Building.  The
parties, including CRESA Partners, acknowledge and represent that CRESA
Partners is acting as Purchaser’s broker in this transaction and Seller owes
only the Broker’s Commission as set forth above, and no other amount are due
and owing to CRESA Partners by Seller or its predecessors under the Leases or
as a result of the transaction under this Agreement.  Seller and Purchaser represent and warrant
each to the other that they have not dealt with any real estate broker, sales
person or finder, other than CRESA Partners, in connection with this
transaction.  Other than the payment
provided to CRESA Partners as provided in this Section 7.4(c)(v), each shall
indemnify and hold harmless the other party from and against any claim for
broker’s or finder’s fees or commissions arising under such party in connection
with the negotiation, execution or consummation of this Agreement or the
transactions contemplated hereby.


(d)                               Purchaser
shall pay the fees of any counsel representing Purchaser in connection with
this transaction.  Purchaser shall also
pay the following costs and expenses:


(i)                                   one-half
of the closing and escrow fees, if any, which may be charged by the Escrow
Agent or the Title Company; and


(ii)                                  one-half
of the owner’s title insurance premium for the Title Policy and all fees
charged for any endorsements the Purchaser wishes to purchase from the Title
Company;


(iii)                               one-half
of the cost of an updated Survey; and



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(iv)                              one-half
of the recording fees.


7.5.                              Possession.  At the time of Closing, Seller shall deliver
to Purchaser possession of the Property, subject only to the Permitted
Exceptions.


ARTICLE 8.                             PRORATIONS
AND ADJUSTMENTS


8.1.                              Prorations.  The items in Subsections (a) through (c) of
this Section 8.1 shall be prorated between Seller and Purchaser, based
on the actual number of days in the applicable period, as of the close of the
day immediately preceding the Closing Date, the Closing Date being a day of
income and expense to Purchaser:


(a)                                Income.  Seller shall have a right to receive the base
rent under the Leases, together with all amounts of additional rent
attributable to the period prior to the Closing Date.  Purchaser shall receive a credit for any base
rent or additional rent, under the Leases collected by Seller before Closing
that applies to any period after Closing Date.


(b)                               Taxes.  Purchaser shall be solely responsible for all
property taxes due at Closing and thereafter.


(c)                                Other
Expenses.  Seller or Purchaser, as
the case may be, shall receive a credit for all other charges, including,
without limitation, insurance, maintenance and other operating costs and
expenses, paid and applicable to Purchaser’s period of ownership or payable and
applicable to Seller’s period of ownership, respectively.


(d)                               Tenant
Improvements and Leasing Commissions. 
At Closing, Purchaser will pay Seller, in addition to the Purchase
Price, an additional amount equal to the unamortized component of any tenant
improvements or lease commission costs incurred by Seller for leasing the
Property to Purchaser.  Seller and
Purchaser acknowledge and agree that, provided that the Closing occurs on
August 9, 2006, the amount owed to Seller under this Section 8.1(d) shall be
Two Hundred Thirteen Thousand Seven Hundred Seventy-Three and 20/100 Dollars
($213,773.20).


(e)                                Broker’s
Credit to Purchaser.  At Closing,
Purchaser shall receive a credit in an amount equal to One Hundred Twenty-Two
Thousand One Hundred Forty-Eight Dollars ($122,148), which represents 3% of the
applicable purchase price of the 2620 Building. 
This credit representing the co-operative broker’s commission that
Seller would have otherwise paid to Purchaser’s broker in connection with the
2620 Building.  In accordance with § 7.4(c)(v)
Purchaser represents that Seller is not obligated to pay any such broker’s
commissions.


ARTICLE 9.                             REPRESENTATIONS
AND WARRANTIES


9.1.                              Seller’s
Representations and Warranties.  As a
material inducement to Purchaser to execute this Agreement and consummate this
transaction, Seller represents and warrants to Purchaser that:



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(a)                                Organization
and Authority.  Seller has been duly
organized, is validly existing, and is in good standing as a Delaware limited
liability company.  Seller is in good
standing and is qualified to do business in the state in which the Real
Property is located.  Seller has the full
right and authority and has obtained any and all consents required to enter
into this Agreement and to consummate or cause to be consummated the transactions
contemplated hereby.  This Agreement has
been, and all of the documents to be delivered by Seller at the Closing will
be, authorized and properly executed and constitute, or will constitute, as
appropriate, the valid and binding obligations of Seller, enforceable in
accordance with their terms.


9.2.                              Purchaser’s
Representations and Warranties.  As a
material inducement to Seller to execute this Agreement and consummate this
transaction, Purchaser represents and warrants to Seller that:


(a)                                Organization
and Authority.  Purchaser has been
duly organized and is validly existing as a Delaware corporation, in good
standing and will be qualified to do business in the state in which the Real
Property is located on the Closing Date. 
Purchaser has the full right and authority and has obtained any and all
consents required to enter into this Agreement and to consummate or cause to be
consummated the transactions contemplated hereby.  This Agreement has been, and all of the
documents to be delivered by Purchaser at the Closing will be, authorized and
properly executed and constitutes, or will constitute, as appropriate, the
valid and binding obligation of Purchaser, enforceable in accordance with their
terms.


(b)                               Conflicts
and Pending Action.  There is no
agreement to which Purchaser is a party or to Purchaser’s knowledge binding on
Purchaser which is in conflict with this Agreement.  There is no action or proceeding pending or,
to Purchaser’s knowledge, threatened against Purchaser which challenges or
impairs Purchaser’s ability to execute or perform its obligations under this
Agreement.


(c)                                “As-Is”
Purchase.  Except for the warranties
of title set forth in the Deed, the sale of the Property to Purchaser shall be
on an “AS IS” basis, it
being understood that Purchaser will have had an opportunity to investigate the
Property and all matters relevant to its acquisition, development, usage,
operation or marketability, including (without limitation) environmental
assessments of the Property, at Purchaser’s sole expense, including but not
limited to, the collection and analysis of soils, surface water and groundwater
samples.  At Closing, Purchaser, as
purchaser for itself and on behalf of its officers, directors, shareholders, employees,
heirs, successors, assigns, parents, subsidiaries, affiliates and agents
representatives (hereinafter referred to as “Releasing
Parties”) unconditionally releases Seller, its officers, directors,
shareholders, employees, heirs successors, assigns, parents, subsidiaries,
affiliates, agents and representatives from and against any and all liability
to the Releasing Parties, both known and unknown, past, present and future, for
any damages, costs, expenses or other liability to the Releasing Parties
arising out of any violation of environmental requirements, environmental laws
or governmental regulations, or the presence of regulated substances, hazardous
materials or hazardous substances on, under, about or migrating to or from the
Property, whether occurring before, during or after Purchaser’s acquisition of
the Property (the “Condition of the Property”).  This release shall survive the Closing and
remain in effect indefinitely. 
Purchaser, as purchaser,



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shall indemnify, defend with counsel reasonably
acceptable to Seller and hold Seller harmless from any and all claims of any
kind or nature (including, without limitation, diminution in value), demands,
liabilities, liens, losses, damages, costs and expenses (including, without
limitation, fines, forfeitures, attorneys’ fees, disbursements and court and/or
administrative costs) asserted against Seller or the Property arising out of or
resulting from the Condition of the Property.


ARTICLE 10.                                                                      MISCELLANEOUS


10.1.                        Parties
Bound.  Neither party may assign this
Agreement without the prior written consent of the other, and any such
prohibited assignment shall be void; provided, however, that Purchaser may
assign this Agreement without Seller’s consent, upon prior notice to Seller
given prior to Closing, to BioMed Realty, L.P. (“BioMed”) or an Affiliate of BioMed (including without
limitation BioMed Realty Trust, Inc. or BMR-Trade Centre Avenue LLC).  Subject to the foregoing, this Agreement
shall be binding upon and inure to the benefit of the respective legal
representatives, successors, assigns, heirs, and devisees of the parties.  For the purposes of this paragraph, the term “Affiliate” means (i) an entity that directly or indirectly controls, is
controlled by or is under common control with BioMed, or (ii) a partnership or
other entity in which BioMed or an entity described in (i) is a partner or
other owner; and the term “control” means the power to direct the management of
such entity through voting rights, ownership or contractual obligations.  Notwithstanding the foregoing, Purchaser
shall not be released from its obligations hereunder upon an assignment to
BioMed, an Affiliate of BioMed, or any other approved assignment.


10.2.                        Headings.  The article and paragraph headings of this
Agreement are for convenience only and in no way limit or enlarge the scope or
meaning of the language hereof.


10.3.                        Expenses.  Except as otherwise expressly provided
herein, each party hereto shall pay its own expenses incident to this Agreement
and the transactions contemplated hereunder, including all legal and accounting
fees and disbursements.


10.4.                        Invalidity
and Waiver.  If any portion of this
Agreement is held invalid or inoperative, then so far as is reasonable and
possible the remainder of this Agreement shall be deemed valid and operative,
and, to the greatest extent legally possible, effect shall be given to the
intent manifested by the portion held invalid or inoperative.  The failure by either party to enforce
against the other any term or provision of this Agreement shall not be deemed
to be a waiver of such party’s right to enforce against the other party the
same or any other such term or provision in the future.


10.5.                        Governing
Law.  This Agreement shall, in all
respects, be governed, construed, applied, and enforced in accordance with the
law of the state in which the Real Property is located.


10.6.                        Survival.  The provisions of this Agreement and the
obligations of the parties not fully performed at the Closing shall survive the
Closing for one year and shall not be deemed to be merged into or waived by the
instruments of Closing.  Any claim for
performance of an



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obligation after Closing shall be barred and shall
lapse unless a claim is made in writing, with a description of the claim made,
on or before six months from the Closing Date.


10.7.                        No
Third Party Beneficiary.  This
Agreement is not intended to give or confer any benefits, rights, privileges,
claims, actions, or remedies to any person or entity as a third party
beneficiary, decree, or otherwise.


10.8.                        Entirety
and Amendments.  This Agreement embodies
the entire agreement between the parties and supersedes all prior agreements
and understandings relating to the Property. 
This Agreement may be amended or supplemented only in writing by a
non-electronic instrument executed by the party against whom enforcement is
sought.  For the avoidance of doubt,
copies of signed instruments that are electronically transmitted constitute a
writing for this purpose.


10.9.                        Time of the Essence.  Time is of the essence in the performance of
this Agreement.


10.10.                  Time.  All times, whenever specified herein, shall
be local time in Longmont, Colorado.


10.11.                  Confidentiality.  Subject to Section 10.12, Seller and
Buyer agrees to keep all negotiations and the terms of this Agreement
confidential, and shall not disclose such terms to any person, without the
prior written approval of the other party.


10.12.                  Press Release.  Until the Closing. neither Seller nor
Purchaser will release or cause or permit to be released any press notices, or
publicity (oral or written) or advertising promotion relating to, or otherwise
announce or disclose or cause or permit to be announced or disclosed, in any
manner whatsoever, the terms, conditions or substance of this Agreement without
first obtaining the written consent of the other party except those disclosures
that are required by law, including the Securities Act of 1933 (in which case
notice shall be timely provided to the other party of such requirement and
disclosure).  The foregoing shall not preclude
either party from discussing the substance or any relevant details of such
transactions with any of its attorneys, accountants, professional consultants,
lenders, partners, investors, or any prospective lender, partner or investor,
as the case may be, or prevent either party hereto, from complying with laws,
rules, regulations and court orders, including without limitation, governmental
regulatory, disclosure, tax and reporting requirements, or from making
disclosures in the ordinary course of its due diligence inspections and
contacts with third parties related thereto. 
Notwithstanding the foregoing, any party to this transaction (and each
employee, agent or representative of the foregoing) may disclose to any and all
persons, without limitation of any kind, the tax treatment and tax structure of
the transaction and all materials of any kind (including opinions or other tax
analyses) that are provided to them relating to such tax treatment and tax
structure except to the extent maintaining such confidentiality is necessary to
comply with any applicable federal or state securities laws.  The authorization in the preceding sentence
is not intended to permit disclosure of any other information unrelated to the
tax treatment and tax structure of the transaction including (without
limitation) (i) any portion of the transaction documents or related materials
to the extent not related to the tax treatment or tax structure of the



 11
 






 



transaction, (ii) the existence or status of any
negotiations unrelated to the tax issues, or (iii) any other term or detail not
relevant to the tax treatment or the tax structure of the transaction.


Notwithstanding the
foregoing, in no event shall Purchaser or its employees, agents successors or
assigns disclose the identity of and any information related to any of the members
or investors in Seller, either before or after the Closing.


10.13.                  Attorneys’
Fees.  Should either party employ
attorneys to enforce any of the provisions hereof, the non-prevailing party
agrees to pay the prevailing party all reasonable costs, charges, and expenses,
including reasonable attorneys’ fees, expended or incurred by the prevailing
party in connection therewith, whether incurred prior to, during or subsequent
to any bankruptcy, receivership, reorganization, appellate, or other legal
proceeding.


10.14.                  Notices.  All notices required or permitted hereunder
shall be in writing and shall be served on the parties at the addresses set
forth in Exhibit B.  Any such notices shall be either (i) sent by
overnight delivery using a nationally recognized overnight courier, in which
case notice shall be deemed delivered one business day after deposit with such
courier, (ii) sent by facsimile on a business day, in which case notice shall
be deemed delivered upon transmission of such notice with confirmed receipt by
the sender’s machine, or (iii) sent by personal delivery, in which case notice
shall be deemed delivered upon receipt or refusal of delivery.  A party’s address may be changed by written
notice to the other party; provided, however, that no notice of a change of
address shall be effective until actual receipt of such notice.  Copies of notices are for informational
purposes only, and a failure to give or receive copies of any notice shall not
be deemed a failure to give notice.  The
attorney for a party has the authority to send notices on behalf of such party.


10.15.                  Construction.  The parties acknowledge that the parties and
their counsel have reviewed and revised this Agreement and that the normal rule
of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of this
Agreement or any exhibits or amendments hereto.


10.16.                  Remedies
Cumulative.  Except as expressly
provided to the contrary in this Agreement, the remedies provided in this
Agreement shall be cumulative and shall not preclude the assertion or exercise
of any other rights or remedies available by law, in equity or otherwise.


10.17.                  Calculation
of Time Periods.  Unless otherwise
specified, in computing any period of time described herein, the day of the act
or event after which the designated period of time begins to run is not to be
included and the last day of the period so computed is to be included, unless
such last day is a Saturday, Sunday or legal holiday for national banks in the
location where the Property is located, in which event the period shall run
until the end of the next day which is neither a Saturday, Sunday, or legal
holiday.  The last day of any period of
time described herein and the time during any day by which an event must occur
shall be deemed to end at 5 p.m.


10.18.                  Public
Company Requirements.  Upon Purchaser’s
request, for a period of two (2) years after Closing, Seller shall make any
books and records of the Property remaining in possession of Seller available
to Purchaser for inspection, copying and audit by Purchaser’s



 12
 






 



designated accountants, and at Purchaser’s expense
(exclusive of records pertaining to the entity owning the Property, appraisals
and other documents Seller deems confidential). 
Seller shall make available to Purchaser, but without third-party
expense to or warranty by Seller, such factual information in connection with
this Agreement and/or the Property as may be reasonably requested by Purchaser,
and in the possession or control of Seller, to enable Purchaser to comply with
applicable filing requirements of the Securities and Exchange Commission.  Purchaser or its designated independent or
other accountants may audit the operating statements of the Property, and Seller
shall supply such documentation in its possession or control as Purchaser or
its accountants may reasonably request in order to complete such audit.


10.19.                  Execution in
Counterparts.  This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an
original, and all of such counterparts shall constitute one agreement.  To facilitate execution of this Agreement,
the parties may execute and exchange by telephone facsimile counterparts of the
signature pages.


10.20.                  Further
Assurances.  In addition to the acts
and deeds recited herein and contemplated to be performed, executed or
delivered by either party at Closing, each party agrees to perform, execute and
deliver, on or after the Closing any further actions, documents, and will
obtain such consents, as may be reasonably necessary or as may be reasonably
requested to fully effectuate the purposes, terms and conditions of this
Agreement or to further perfect the conveyance, transfer and assignment of the
Property to Purchaser.


10.21.                  Approval.  To the extent any approval or consent shall
be required in this Agreement such approval or consent shall not be
unreasonably withheld, unless the terms of and conditions of such approval or
consent are to the sole discretion of such party.


10.22.                  Waiver of
Jury Trial.  TO THE EXTENT PERMITTED
BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.



 13














 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement, as of the Effective Date.


	
   

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  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:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  ARRAY BIOPHARMA INC.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mike Carruthers

  
	
   

  	
  Name:

  	
  Mike Carruthers

  
	
   

  	
  Title:

  	
   

  
												



 


Acknowledged and agreed as to Section 8.1(f)


	
  CRESA Partners

  
	
   

  
	
   

  	
   

  
	
  By:                                       ,
  its                          

  	
   

  



 



 14
 






 



EXHIBIT
A


LEGAL
DESCRIPTION OF REAL PROPERTY


LOTS 1 AND 2, ST. VRAIN CENTRE PARCEL
F – MINOR SUBDIVISION “C”, ACCORDING TO THE PLAT THEREOF RECORDED AUGUST 21,
1997 UNDER RECEPTION NO. 1724602, COUNTY OF BOULDER, STATE OF COLORADO.









 



EXHIBIT
B


NOTICE
ADDRESSES


	
  To Seller at:

  	
   

  	
  To Purchaser at:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Circle Capital Longmont, LLC

  	
   

  	
  Array BioPharma Inc.

  	
   

  
	
  Attn:

  	
  Terrance W. Fitzpatrick and

  	
  Attn: General Counsel

  	
   

  
	
   

  	
  Ted Hinchman

  	
  3200 Walnut Street

  	
   

  
	
  4600 S. Ulster, Suite 590

  	
   

  	
  Boulder, CO 80301

  	
   

  
	
  Denver, CO 80237

  	
   

  	
  Telephone:

  	
  (303) 381-6679

  
	
  Telephone:

  	
  (303)565-2736

  	
  Facsimile:

  	
  (303) 449-5376

  
	
  Facsimile:

  	
  (303)565-2745

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  with a copy to:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Lawrence J. Donovan, Jr., Esq.

  	
   

  	
  Hogan & Hartson LLP

  	
   

  
	
  Isaacson Rosenbaum P.C.

  	
   

  	
  Attn: Patrick K. Perrin, Esq.

  	
   

  
	
  633 17th Street, Suite 2300

  	
   

  	
  1470 Walnut Street, #200

  	
   

  
	
  Denver, CO 80202

  	
   

  	
  Boulder, CO 80302

  	
   

  
	
  Telephone:

  	
  (303) 292-5656

  	
  Telephone:

  	
  (720)406-5330

  
	
  Facsimile:

  	
  (303) 292-3152

  	
  Facsimile:

  	
  (720)406-5301

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and a copy to:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BioMed Realty, L.P.

  	
   

  
	
   

  	
   

  	
  Attn: General Counsel

  	
   

  
	
   

  	
   

  	
  17140 Bernardo Center Drive, Suite 222

  
	
   

  	
   

  	
  San Diego, CA 92128

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
  (858) 485-9840

  
	
   

  	
   

  	
  Facsimile:

  	
  (858) 485-9843

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Latham & Watkins

  	
   

  
	
   

  	
   

  	
  Finance Department Notice

  	
   

  
	
   

  	
   

  	
  BioMed (2600-2620 Trade Centre Ave– SJL)

  
	
   

  	
   

  	
  600 West Broadway, Suite 1800

  	
   

  
	
   

  	
   

  	
  San Diego, CA 92101

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
  619-236-1234

  
	
   

  	
   

  	
  Facsimile:

  	
  619-696-7419

  
							



 









 



EXHIBIT C


SPECIAL
WARRANTY DEED


                                ,
a                                 ,
(“Grantor”), whose street address is                                 ,
for the consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and
valuable consideration, in hand paid, hereby sells and conveys to                                 ,
a                                 
(“Grantee”), whose address is                                                                 ,
the real property located in the County of                                 ,
State of Colorado, that is legally described on Exhibit A attached hereto, with all its appurtenances (the
“Owned Property”).


Grantor warrants title to the Owned Property against
all persons claiming under Grantor, subject only to the matters set forth on Exhibit B attached hereto.


Signed this           
day of                            ,
20    .


	
   

  	
  “GRANTOR”

  
	
   

  	
   

  
	
   

  	
                                                                ,
                              a

  
	
   

  	
                                                                

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


STATE OF COLORADO                         )


                                                                   )
ss:


COUNTY OF                                            )


The foregoing instrument was acknowledged before me
this            day of
                 ,
20    , by            ,
as                      of
                                     ,
a                           ,
as Grantor.


Witness my hand
and official seal.


My
commission expires:
                                                                  

                                                                                                           


Notary Public









 



EXHIBIT
A

TO

SPECIAL WARRANTY DEED


LEGAL
DESCRIPTION


Grantor:                                                                


Grantee:                                                                









 



EXHIBIT
B

TO

SPECIAL WARRANTY DEED


PERMITTED
EXCEPTIONS









 



EXHIBIT D


BILL OF SALE


For valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,                                                                                                                                                 ,
a                                                                                                 
(the “Seller”), hereby
conveys to                                                 ,
a                                                                                                 
(the “Purchaser”), all of
Seller’s right, title and interest in and to those certain items of personal
property described on Exhibit A attached hereto and made a part hereof (the “Personal Property”) relating to certain real property known as
                                                                                                ,
                                                
,                                                 .


Seller has not made and
does not make any express or implied warranty or representation of any kind
whatsoever with respect to the Personal Property, including, but not limited
to: title; merchantability of the Personal Property or its fitness for any
particular purpose; the design or condition of the Personal Property; the
quality or capacity of the Personal Property; workmanship or compliance of the
Personal Property with the requirements of any law, rule, specification or
contract pertaining thereto; patent infringement or latent defects.  Purchaser accepts the Personal Property on an
“AS IS, WHERE IS” basis, and “WITH ALL FAULTS.”


IN WITNESS WHEREOF,
Seller has caused this instrument to be executed and delivered as of the                     
day of                                ,
                .


	
   

  	
  ,

  	
   

  	
   

  	
   

  
	
   

  	
  a

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  ,

  	
   

  	
   

  
	
   

  	
   

  	
  a

  	
   

  	
  , its

  
	
   

  	
   

  	
   

  	
   

  	
   

  
										










 



EXHIBIT E


OWNER’S AFFIDAVIT


The undersigned, being first duly sworn on oath,
hereby deposes and says that to its current actual knowledge:


1.             That affiant is the                                            
of                                            
(“Owner”), which is the
owner of certain real property located in                                            ,
further described in Title Commitment No.                                            
(the “Property”).


2.             That during the period of one hundred eighty (180) days
immediately preceding the date of this affidavit no work has been done, and no
materials have been furnished in connection with the erection, repair, or
removal of any building or other structure on said premises or in connection
with the improvement of said premises at Owner’s request in any manner
whatsoever that have not been paid for or for which Owner shall pay following
closing.


3.             During
the period of Owner’s ownership of the Property, Owner’s title to the
Property has never been successfully disputed, and title insurance for the
Property has never been refused.


4.             Owner is validly formed and existing under the laws of
the state of its organization and is in good standing in the state of its
organization and the state in which the Property is located.  No proceeding is pending for Owner’s
dissolution.


5.             There are no pending suits, lis
pendens, judgments, bankruptcies, executions, liens for past due taxes,
assessments, encumbrances, easements, deeds to secure debt, deeds of trust,
mortgages, security interests, UCC financing statements, other liens securing
money obligations of any kind, that are not shown by the public records and
that could affect the title to the Property or constitute a lien thereon.


6.             That the premises referred to above
are at present in use as                                            
and that only Owner and                                            actually
possesses or have the right to possess the Property.


7.             That there are no easements or claims of easements not
shown by the public records and there are no encroachments, overlaps, boundary
line disputes or other matters except as shown on the current survey.


8.             That
there are no taxes, tax liens, assessments or utility bills which have become a
lien against the premises and remain unpaid except as shown by the
public records.


9.             That undersigned’s United States Taxpayer Identification
Number is                                            
and my United States address is                                            .









 



10.           That
undersigned is not a “foreign person” as the term is defined in Section 1445 of
the Internal Revenue Code.


DATED as of this          
day of                                    ,
2006.


AFFIANT:


 


	
  

  	
  By:

  	
   

  	
   

  



 


STATE OF COLORADO                      )


                                                                )  ss:


COUNTY
OF                                         )


The foregoing instrument was acknowledged before me
this             
day of
                   ,
20    , by                    ,
as                    
of                    ,
a                    ,
as Grantor.


Witness my hand
and official seal.


My
commission expires:
                                                                            

                                                                                                                  


Notary Public