EXHIBIT 10.1
[ * ] = Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
SECOND AMENDMENT TO DRUG DISCOVERY COLLABORATION AGREEMENT
THIS AMENDMENT NO. 2 ("Second Amendment"), effective as of October 1, 2005
(Amendment Date"), is entered into by and between Genentech, Inc., a Delaware
corporation, having a principal place of business at 1 DNA Way, South San
Francisco, California 94080 ("Genentech") and Array BioPharma Inc., a Delaware
corporation, having a principal place of business at 3200 Walnut Street,
Boulder, Colorado 80301 ("Array") (collectively, the "Parties" or individually,
a "Party").
WHEREAS, Genentech and Array entered into a Drug Discovery Collaboration
Agreement, effective as of December 22, 2003, which was subsequently modified by
a Letter Agreement, dated October 11, 2004, and amended by a First Amendment,
dated May 20, 2005 (collectively, the "Agreement").
WHEREAS, THE PARTIES DESIRE TO AMEND THE AGREEMENT AS SET FORTH BELOW.
NOW, THEREFORE, the Parties agree as follows:
1.
THIS SECOND AMENDMENT HEREBY AMENDS AND REVISES THE AGREEMENT
TO INCORPORATE THE TERMS AND CONDITIONS SET FORTH IN THIS SECOND AMENDMENT.
THE
RELATIONSHIP OF THE PARTIES SHALL CONTINUE TO BE GOVERNED BY THE TERMS OF THE
AGREEMENT, AS AMENDED.
2.
ALL CAPITALIZED TERMS USED IN THIS SECOND AMENDMENT SHALL HAVE
THE MEANINGS DEFINED IN THE AGREEMENT UNLESS OTHERWISE DEFINED HEREIN.
3.
SECTION 1.55 OF THE AGREEMENT IS HEREBY AMENDED AND REPLACED IN
ITS ENTIRETY AS FOLLOWS:
"
1.55
"Research Term" means the period commencing on
January 30, 2004 (the date that the Research Plan was Approved by the JRC) and
ending on the first to occur of (a) termination of this Agreement by either
Party under Article 10; or (b) [*].
Genentech has the right to extend the
foregoing Research Term, in its sole discretion, for [*], upon written notice to
Array at least six (6) months prior to the expiration of the Research Term.
Any
such notice shall specify the number of [*] for which Genentech is extending the
Research Term."
4.
AS OF THE AMENDMENT DATE, THERE ARE THREE (3) COLLABORATION
TARGETS ([*], [*] AND [*]) AND ARRAY IS CURRENTLY DEVOTING, AND GENENTECH IS
PAYING FOR, [*] TO PERFORM ACTIVITIES UNDER THE RESEARCH PLAN ([*] FOR EACH
COLLABORATION TARGET, PURSUANT TO SECTION 2.7 OF THE AGREEMENT, AND AN
ADDITIONAL [*] THAT ARE [*] PURSUANT TO THE LETTER AGREEMENT, DATED
OCTOBER 11, 2004).
AS OF THE AMENDMENT DATE, PURSUANT TO THIS SECOND AMENDMENT,
THE NUMBER OF [*] SHALL INCREASE BY AN ADDITIONAL [*] (I.E., FOR A TOTAL OF
[*]).
AS OF JANUARY 1, 2006, THE NUMBER OF [*] SHALL FURTHER INCREASE BY AN
ADDITIONAL [*] (I.E., FOR A TOTAL OF [*].
BEGINNING ON JANUARY 1, 2006, AND
DURING THE REMAINDER OF THE RESEARCH TERM, THE JRC
SHALL HAVE THE RIGHT, WITH THE AGREEMENT OF ARRAY, TO FURTHER INCREASE THE
NUMBER OF [*] DEVOTED TO PERFORMING ACTIVITIES UNDER THE RESEARCH