REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 5th, 2008 • Array Biopharma Inc • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 29, 2008, by and between ARRAY BIOPHARMA INC., a Delaware corporation (the “Company”), DEERFIELD PRIVATE DESIGN FUND, L.P. (“Deerfield Design”) and DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P. (“Deerfield Design International” and together with Deerfield Design, the “Buyer”).
ContractArray Biopharma Inc • May 5th, 2008 • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OR REDEMPTION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (I) A REGISTRATION STATEMENT REGISTERING SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE, OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR (III) SUCH SECURITIES ARE SOLD PURSUANT TO RULE 144 OR RULE 144A.
SECURITY AGREEMENTSecurity Agreement • May 5th, 2008 • Array Biopharma Inc • Pharmaceutical preparations • New York
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”).
FACILITY AGREEMENTFacility Agreement • May 5th, 2008 • Array Biopharma Inc • Pharmaceutical preparations • New York
This FACILITY AGREEMENT (this “Agreement”), dated as of April 29, 2008, is entered into by and between Array BioPharma Inc., a Delaware corporation (the “Borrower”), and Deerfield Private Design Fund, L.P., a Delaware limited partnership and Deerfield Private Design International, L.P. a limited partnership organized under the laws of the British Virgin Islands (individually, a “Lender” and together, the “Lenders” and, together with the Borrower, the “Parties”).
