THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of June 12,
2008, by and between COMERICA BANK (“Bank”) and ARRAY BIOPHARMA, INC. (“Borrower”).
Borrower and Bank are parties to that certain Loan and Security Agreement dated as of June 28, 2005, as
amended from time to time, including by that certain First Amendment to Loan and Security Agreement dated as
of December 19, 2005 and that certain Second Amendment to Loan and Security Agreement dated as of July 7,
2006 (the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this
NOW, THEREFORE, the parties agree as follows:
1. The following defined terms in Section 1.1 of the Agreement hereby are added, amended or restated as
“Cash at Approved Outside Accounts” means Cash and Marketable Securities held at Capital Advisors
and at State Street Bank, in each case covered by an Account Control Agreement in form and content
reasonably acceptable to Bank.
“Letter of Credit Sublimit” means a sublimit for Letters of Credit under the Revolving Line not to exceed
Six Million Eight Hundred Eighty Two Thousand Seven Hundred Seventy Nine Dollars and 15/100
“Marketable Securities” means the securities included as “Marketable Securities” on Borrower’s
condensed balance sheet included in reports filed by Borrower with the SEC or otherwise made available to
Borrower’s stockholders; provided that “Marketable Securities” shall include the fair market value of auction rate
securities only to the extent listed on Annex I attached hereto, as such fair market value is determined from time
to time by Lehman Brothers.
“Revolving Line” means a credit extension of up to Six Million Eight Hundred Eighty Two Thousand Seven
Hundred Seventy Nine Dollars and 15/100 ($6,882,779.15).
2. All references in Section 6.6 of