REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2009 • Array Biopharma Inc • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 15, 2009, 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”).
FACILITY AGREEMENTFacility Agreement • August 18th, 2009 • Array Biopharma Inc • Pharmaceutical preparations • New York
This FACILITY AGREEMENT (this “Agreement”), dated as of May 15, 2009, 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, an “Investor” and together, the “Investors” and, together with the Borrower, the “Parties”).
ContractArray Biopharma Inc • August 18th, 2009 • 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.
FIRST AMENDMENT TO DRUG DISCOVERY AND DEVELOPMENT AGREEMENTDiscovery and Development Agreement • August 18th, 2009 • Array Biopharma Inc • Pharmaceutical preparations • New York
THIS FIRST AMENDMENT TO DRUG DISCOVERY AND DEVELOPMENT AGREEMENT (“Amendment”), effective as of June 17, 2009 (the “Amendment Date”), is entered into by and between Celgene Corporation, a Delaware corporation, having a principal place of business 86 Morris Avenue, Summit, NJ 07901 (“Celgene”), and Array BioPharma Inc., a Delaware corporation, having a principal place of business at 3200 Walnut Street, Boulder, Colorado 80301 (“Array”). Celgene and Array are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein have the meaning assigned to them in the Agreement (as defined below).
