EXHIBIT 10.2
SECURITY AGREEMENT
This Security Agreement (this "Agreement"), dated as of April
29, 2008, is
entered into between Array BioPharma Inc. ("Obligor") in favor of Deerfield
Private Design Fund, L.P. and Deerfield Private Design International, L.P
(together, the "Secured Party").
W I T N E S S E T H:
WHEREAS, Obligor has entered into a Facility Agreement, dated as of the date
hereof (the "Facility Agreement"), with the Secured Party;
NOW, THEREFORE, in consideration of the mutual agreements set forth herein,
Obligor and the Secured Party agree as follows:
1.
GRANT OF SECURITY INTEREST.
(A)
TO SECURE PAYMENT AND PERFORMANCE OF THE
OBLIGATIONS (AS DEFINED BELOW), OBLIGOR HEREBY GRANTS TO SECURED PARTY A
SECURITY INTEREST IN ALL PROPERTY AND INTERESTS IN PROPERTY OF OBLIGOR, WHETHER
NOW OWNED OR HEREAFTER ACQUIRED OR EXISTING, AND WHEREVER LOCATED (TOGETHER WITH
ALL OTHER COLLATERAL SECURITY FOR THE OBLIGATIONS AT ANY TIME GRANTED TO OR HELD
OR ACQUIRED BY SECURED PARTY, COLLECTIVELY, THE "COLLATERAL"), INCLUDING,
WITHOUT LIMITATION, THE FOLLOWING:
(I)
ALL ACCOUNTS;
(II)
ALL RECEIVABLES;
(III)
ALL EQUIPMENT;
(IV)
ALL GENERAL INTANGIBLES;
(V)
ALL INVENTORY;
(VI)
ALL INVESTMENT PROPERTY ; AND
(VII)
ALL PROCEEDS AND PRODUCTS OF (I), (II), (III),
(IV) (V) AND (VI).
The Collateral shall not include any copyrights, patents, trademarks, service
marks and applications therefor, now owned or hereafter acquired, or any claims
for damages by way of any past, present and future infringement of nay of the
foregoing, provided, however, that the Collateral shall include all Accounts and
General Intangibles that consist of rights to payment and proceeds from the
sales licensing or other disposition of all or any part of, or rights in, the
foregoing.
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN SECTION 1(A) ABOVE, THE TYPES OR ITEMS OF COLLATERAL DESCRIBED IN
SUCH SECTION 1(A) SHALL NOT INCLUDE ANY RIGHT OR INTEREST IN ANY CONTRACT,
PERMIT OR APPLICATION COVERING REAL OR PERSONAL PROPERTY OF OBLIGOR, AS SUCH, IF
UNDER THE TERMS OF SUCH CONTRACT, PERMIT OR APPLICATION OR APPLICABLE LAW WITH
RESPECT THERETO, THE VALID GRANT OF A SECURITY INTEREST TO SECURED PARTY IS
PROHIBITED AS A MATTER OF LAW OR UNDER THE TERMS THEREOF AND SUCH PROHIBITION
HAS NOT BEEN OR IS NOT WAIVED OR THE CONSENT OF THE OTHER PARTY TO SUCH
CONTRACT, PERMIT, OR APPLICATION HAS NOT BEEN OR IS NOT OTHERWISE OBTAINED;
PROVIDED, HOWEVER, THAT, THE FOREGOING EXCLUSION SHALL IN NO WAY BE CONSTRUED
(I) TO APPLY IF ANY SUCH PROHIBITION IS UNENFORCEABLE UNDER THE UCC OR OTHER
APPLICABLE LAW OR (II) SO AS TO LIMIT, IMPAIR OR OTHERWISE AFFECT SECURED
PARTY'S UNCONDITIONAL CONTINUING SECURITY INTEREST IN OR
UPON ANY RIGHTS OR
INTERESTS OF OBLIGOR IN OR TO MONIES DUE OR TO BECOME DUE UNDER ANY SUCH
CONTRACT, PERMIT OR APPLICATION.
(C)
PERFECTION OF SECURITY INTERESTS.
(I)
OBLIGOR AUTHORIZES SECURED PARTY (OR ITS
AGENT) TO FILE AT ANY TIME AND FROM TIME TO TIME SUCH FINANCING STATEMENTS WITH
RESPECT TO THE COLLATERAL NAMING SECURED PARTY OR ITS DESIGNEE AS THE SECURED