May 2, 2011 The Investors described below New York, New York 10017 Attention: James E. Flynn Ladies and Gentlemen:Facility Agreement • May 3rd, 2011 • Array Biopharma Inc • Pharmaceutical preparations
This Letter Agreement is intended to supplement and amend that certain Facility Agreement, dated as of April 29, 2008 (as amended by the 2009 Facility Agreement, the “2008 Facility Agreement”), and that certain Facility Agreement, dated as of May 15, 2009 (the “2009 Facility Agreement”), between Array BioPharma Inc., a Delaware corporation (“Array”), and Deerfield Private Design Fund, L.P. (“PDF”), Deerfield Private Design International, L.P. (“PDFI”). Pursuant to Assignments of Rights, each dated May 15, 2009, PDF assigned a portion of its rights under the 2008 Facility Agreement and the 2009 Facility Agreement to Deerfield International Limited (“DIL”), and PDFI assigned a portion of its rights under the 2008 Facility Agreement and the 2009 Facility Agreement to Deerfield Partners, L.P. (“DP”). PDF, PDFI, DIL and DP are collectively referred to herein as the “Investors”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 3rd, 2011 • Array Biopharma Inc • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 2, 2011, is by and among Array BioPharma Inc., a Delaware corporation (the “Company”), and Deerfield Private Design Fund, L.P., a Delaware limited partnership, Deerfield Private Design International, L.P., a Delaware limited partnership, Deerfield Partners, L.P., a Delaware limited partnership and Deerfield International Limited, a British Virgin Island corporation (collectively the “Investors”).
