This LOAN AND SECURITY AGREEMENT is entered into as of June 28, 2005, by and between
COMERICA BANK (“Bank”) and ARRAY BIOPHARMA, INC. (“Borrower”).
Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to
Borrower. This Agreement sets forth the terms on which Bank will advance credit to Borrower, and Borrower
will repay the amounts owing to Bank.
The parties agree as follows:
1. DEFINITIONS AND CONSTRUCTION .
1.1 Definitions . As used in this Agreement, the following terms shall have the following
“Accounts” means all presently existing and hereafter arising accounts, contract rights for
the receipt of money, payment intangibles, and all other forms of obligations owing to Borrower arising out of the
sale or lease of goods (including, without limitation, the licensing of software and other technology) or the
rendering of services by Borrower, whether or not earned by performance, and any and all credit insurance,
guaranties, and other security therefor.
“Account Control Agreement” means an executed account control agreement in favor of
Bank covering an account or accounts of Borrower held at another financial institution, in form and substance
acceptable to Bank and Borrower; provided, that any Account Control Agreement will be structured such that
Collateral will not be classified as restricted cash for financial reporting purposes.
“Advance” or “Advances” means a cash advance or cash advances under the Revolving
“Affiliate” means, with respect to any Person, any Person that owns or controls directly
or indirectly such Person, any Person that controls or is controlled by or is under common control with such
Person, and each of such Person’s senior executive officers, directors, and partners.
“Bank Expenses” means all: reasonable costs or expenses (including reas