LOAN AND SECURITY AGREEMENT
This First Amendment to Loan and Security Agreement (the “Amendment”) is entered into as of
December 19, 2005, by and between COMERICA BANK (“Bank”) and ARRAY BIOPHARMA, INC.
Borrower and Bank are parties to that certain Loan and Security Agreement dated as of June 28, 2005
(as amended from time to time, together with any related agreements, the “Agreement”). Hereinafter, all
indebtedness owing by Borrower to Bank shall be referred to as the “Indebtedness.” The parties desire to
amend the Agreement in accordance with the terms of this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
I. Incorporation by Reference . The Recitals and the documents referred to therein are incorporated
herein by this reference. Except as otherwise noted, the terms not defined herein shall have the meaning
set forth in the Agreement.
II. Amendment to the Agreement . Subject to the satisfaction of the conditions precedent as set forth in
Article IV hereof, the Agreement is hereby amended as set forth below.
A. The first sentence of Section 6.6 of the Agreement is hereby amended and restated in its entirety
to read as follows:
“Borrower shall at all times, measured on a daily basis, (A) maintain a balance of Cash at
Bank of not less than: (i) Zero Dollars ($0) if Borrower’s total Cash at Bank plus Cash covered
by Account Control Agreements is not less than Forty Million Dollars ($40,000,000), (ii) Two
Million Dollars ($2,000,000) if Borrower’s total Cash at Bank plus Cash covered by Account
Control Agreements is at least Thirty Million Dollars ($30,000,000) but less than Forty Million
Dollars ($40,000,000), (iii) Eight Million Five Hundred Thousand Dollars ($8,500,000) if
Borrower’s total Cash at Bank plus Cash covered by Acc