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Exhibit 10.37
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”).
RECITALS
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
Amendment.
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
follows:
“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
($6,882,779.15).
“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 the Agreement to “Cash at Lehman” shall mean and refer to “Cash at
Approved Outside Accounts”. All references in Section 6.6 of the Agreement to Lehman Brothers shall mean
and refer to Capital Advisors and State Street Bank.
3. Borrower shall deliver to Bank, within forty-five (45) days of the date of this Amendment, Account Control
Agreements with respect to Borrower’s account(s) held at Capital Advisors and State Street Bank.
4. New Annex I hereby is added to the Agreement in the form of Annex I attached hereto.
5. No course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right
by Bank, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude
any later exercise of any such right. Bank’s failure at any time to require strict performance by Borrower of any
provision shall not affect any right of Bank thereafter to demand strict compliance and performance. Any
suspension or waiver of a right must be in writing signed by an officer of Bank.
6. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the
Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with
its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the
execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of,
any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof.
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7. Borrower represents and warrants that the Representations and Warranties contained in the Agreement are
true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuing.
8. As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance
satisfactory to Bank, the following:
(a) this Amendment, duly executed by Borrower;
(b) a signed Acknowledgement in the form attached hereto as Annex A;
(c) a Certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing
the execution and delivery of this Amendment;
(d) all reasonable Bank Expenses incurred through the date of this Amendment, which may be debited
from any of Borrower’s accounts; and
(e) such other documents, and completion of such other matters, as Bank may reasonably deem
necessary or appropriate.
9. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one instrument.
[ Balance of Page Intentionally Left Blank ]
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above
written.
ARRAY BIOPHARMA, INC.
By: /s/ R. Michael Carruthers
Title: CFO
COMERICA BANK
By: /s/ Kevin Barber
Title: Vice President
[ Signature Page to Third Amendment to Loan and Security Agreement ]
ANNEX A
COMERICA BANK MERGER ACKNOWLEDGMENT
The undersigned is a party to certain documents, instruments and/or agreements (collectively, the
“Documents”) with or between the undersigned and Comerica Bank, a Michigan banking corporation (the
“Merged Bank”). The Merged Bank has been, or will be, merged with and into Comerica Bank, a Texas banking
association (the “Surviving Bank”). The undersigned hereby acknowledges and agrees that any reference in the
Documents to Comerica Bank, a Michigan banking corporation, shall mean Comerica Bank, a Texas banking
association, as successor by merger to the Merged Bank.
/s/ R. Micheal Carruthers
June 12, 2008 ARRAY BIOPHARMA, INC.
CFO
Title (if applicable)
/s/ R. Micheal Carruthers
Signature
/s/ R. Micheal Carruthers
Name
ANNEX I
AUCTION RATE SECURITIES
Par Value
Issuer Amount
ATHILON 05 B 2,600,000
BALLANTYNE D 6,000,000
DOUBLE OAK 2007-III 3,000,000
INC 2004-3 6,200,000
INVICTA A-1 5,000,000
POTOMAC 04-VI 4,000,000
RMI 2006-1 6,100,000
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Corporation Resolutions and Incumbency Certification
Authority to Procure Loans
I certify that I am the duly elected and qualified Secretary of ARRAY BIOPHARMA, INC.; that the following is
a true and correct copy of resolutions duly adopted by the Board of Directors of the Corporation in accordance
with its bylaws and applicable statutes.
Copy of Resolutions:
Be it Resolved, That:
1. Any one (1) of the following (insert titles only) of the Corporation are/is
authorized, for, on behalf of, and in the name of the Corporation to:
(a) Negotiate and procure loans, letters of credit and other credit or financial accommodations from
Comerica Bank (“Bank”), a Texas banking association, including, without limitation, that certain Loan and
Security Agreement dated as of June 28, 2005, as may subsequently be amended from time to time, including but
not limited to that certain Third Amendment to Loan and Security Agreement dated as of June , 2008.
(b) Discount with the Bank, commercial or other business paper belonging to the Corporation made or
drawn by or upon third parties, without limit as to amount;
(c) Purchase, sell, exchange, assign, endorse for transfer and/or deliver certificates and/or instruments
representing stocks, bonds, evidences of Indebtedness or other securities owned by the Corporation, whether or
not registered in the name of the Corporation;
(d) Give security for any liabilities of the Corporation to the Bank by grant, security interest, assignment,
lien, deed of trust or mortgage upon any real or personal property, tangible or intangible of the Corporation;
(e) Issue a warrant or warrants to purchase the Corporation’s capital stock; and
(f) Execute and deliver in form and content as may be required by the Bank any and all notes, evidences of
Indebtedness, applications for letters of credit, guaranties, subordination agreements, loan and security
agreements, financing statements, assignments, liens, deeds of trust, mortgages, trust receipts and other
agreements, instruments or documents to carry out the purposes of these Resolutions, any or all of which may
relate to all or to substantially all of the Corporation’s property and assets.
2. Said Bank be and it is authorized and directed to pay the proceeds of any such loans or discounts as
directed by the persons so authorized to sign, whether so payable to the order of any of said persons in their
individual capacities or not, and whether such proceeds are deposited to the individual credit of any of said
persons or not;
3. Any and all agreements, instruments and documents previously executed and acts and things previously
done to carry out the purposes of these Resolutions are ratified, confirmed and approved as the act or acts of the
Corporation.
4. These Resolutions shall continue in force, and the Bank may consider the holders of said offices and their
signatures to be and continue to be as set forth in a certified copy of these Resolutions delivered to the Bank, until
notice to the contrary in writing is duly served on the Bank (such notice to have no effect on any action previously
taken by the Bank in reliance on these Resolutions).
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5. Any person, corporation or other legal entity dealing with the Bank may rely upon a certificate signed by an
officer of the Bank to effect that these Resolutions and any agreement, instrument or document executed pursuant
to them are still in full force and effect and binding upon the Corporation.
6. The Bank may consider the holders of the offices of the Corporation and their signatures, respectively, to
be and continue to be as set forth in the Certificate of the Secretary of the Corporation until notice to the contrary
in writing is duly served on the Bank.
I further certify that the above Resolutions are in full force and effect as of the date of this Certificate; that these
Resolutions and any borrowings or financial accommodations under these Resolutions have been properly noted
in the corporate books and records, and have not been rescinded, annulled, revoked or modified; that neither the
foregoing Resolutions nor any actions to be taken pursuant to them are or will be in contravention of any
provision of the articles of incorporation or bylaws of the Corporation or of any agreement, indenture or other
instrument to which the Corporation is a party or by which it is bound; and that neither the articles of
incorporation nor bylaws of the Corporation nor any agreement, indenture or other instrument to which the
Corporation is a party or by which it is bound require the vote or consent of shareholders of the Corporation to
authorize any act, matter or thing described in the foregoing Resolutions.
I further certify that the following named persons have been duly elected to the offices set opposite their
respective names, that they continue to hold these offices at the present time, and that the signatures which appear
below are the genuine, original signatures of each respectively:
(PLEASE SUPPLY GENUINE SIGNATURES OF AUTHORIZED SIGNERS BELOW)
NAME (Type or Print) TITLE SIGNATURE
In Witness Whereof, I have affixed my name as Secretary and have caused the corporate seal (where available)
of said Corporation to be affixed on June___, 2008.
Secretary
See prior authorization. No additional
resolution is necessary for this amendment
The Above Statements are Correct. SIGNATURE OF OFFICER OR
DIRECTOR OR, IF NONE, A
SHAREHOLDER OTHER THAN
SECRETARY WHEN SECRETARY IS
AUTHORIZED TO SIGN ALONE.
Failure to complete the above when the Secretary is authorized to sign alone shall constitute a
certification by the Secretary that the Secretary is the sole Shareholder, Director and Officer of the
Corporation.
COMERICA BANK
Member FDIC
ITEMIZATION OF AMOUNT FINANCED
DISBURSEMENT INSTRUCTIONS
(Revolver)
Name(s): ARRAY BIOPHARMA, INC. Date: June 12, 2008
$6,882,779.15 credited to deposit account No. 1892864594 when Advances are requested or disbursed
to Borrower by cashiers check or by wire transfer
Amounts paid to others on your behalf:
$ to Comerica Bank for Loan Fee
$ to Comerica Bank for Document Fee
$ to Comerica Bank for accounts receivable audit (estimate)
$ to Bank counsel fees and expenses
$ to
$ to
$6,882,779.15 TOTAL (AMOUNT FINANCED)
Upon consummation of this transaction, this document will also serve as the authorization for Comerica Bank to
disburse the loan proceeds as stated above.
/s/ R. Michael Carruthers
Signature Signature
Agreement to Furnish Insurance
(Herein called “Bank”)
Borrower(s): ARRAY BIOPHARMA, INC.
I understand that the Security Agreement or Deed of Trust which I executed in connection with this transaction
requires me to provide a physical damage insurance policy including a Lenders Loss Payable Endorsement in
favor of the Bank as shown below, within ten (10) days from the date of this agreement.
The following minimum insurance must be provided according to the terms of the security documents.
o AUTOMOBILES, TRUCKS, x MACHINERY & EQUIPMENT:
RECREATIONAL VEHICLES MISCELLANEOUS PERSONAL
Comprehensive & Collision PROPERTY
Lender’s Loss Payable Endorsement Fire & Extended Coverage
Lender’s Loss Payable Endorsement
o BOATS o Breach of Warranty Endorsement
All Risk Hull Insurance
Lender’s Loss Payable Endorsement o AIRCRAFT
o Breach of Warranty Endorsement All Risk Ground & Flight Insurance
Lender’s Loss Payable Endorsement
o MOBILE HOMES o Breach of Warranty Endorsement
Fire, Theft & Combined Additional Coverage
Lender’s Loss Payable Endorsement o REAL PROPERTY
o Earthquake Fire & Extended Coverage
Lender’s Loss Payable Endorsement
o INVENTORY o All Risk Coverage
o Special Form Risk Coverage
o
o Earthquake
o Other
o Other
I may obtain the required insurance from any company that is acceptable to the Bank, and will deliver proof of
such coverage with an effective date of June , 2008 or earlier.
I understand and agree that if I fail to deliver proof of insurance to the Bank at the address below, or upon the
lapse or cancellation of such insurance, the Bank may procure Lender’s Single Interest Insurance or other similar
coverage on the property. If the Bank procures insurance to protect its interest in the property described in the
security documents, the cost for the insurance will be added to my indebtedness as provided in the security
documents. Lender’s Single Interest Insurance shall cover only the Bank’s interest as a secured party, and shall
become effective at the earlier of the funding date of this transaction or the date my insurance was canceled or
expired. I UNDERSTAND THAT LENDER’S SINGLE INTEREST INSURANCE WILL PROVIDE ME
WITH ONLY LIMITED PROTECTION AGAINST PHYSICAL DAMAGE TO THE COLLATERAL, UP
TO THE BALANCE OF THE LOAN, HOWEVER, MY EQUITY IN THE PROPERTY WILL NOT BE
INSURED. FURTHER, THE INSURANCE WILL NOT PROVIDE MINIMUM PUBLIC LIABILITY OR
PROPERTY DAMAGE INDEMNIFICATION AND DOES NOT MEET THE REQUIREMENTS OF THE
FINANCIAL RESPONSIBILITY LAW.
CALIFORNIA CIVIL CODE SECTION 2955.5. HAZARD INSURANCE DISCLOSURE: No lender shall
require a borrower, as a condition of receiving or maintaining a loan secured by real property, to provide hazard
insurance coverage against risks to the improvements on that real property in an amount exceeding the
replacement value of the improvements on the property.
Bank Address for Insurance Documents:
Comerica Bank — Collateral Operations, Mail Code 4770
75 East Trimble Road
San Jose, California 95131
I acknowledge having read the provisions of this agreement, and agree to its terms. I authorize the Bank to
provide to any person (including any insurance agent or company) any information necessary to obtain the
insurance coverage required.
OWNER(S) OF COLLATERAL: DATED: June 6, 2008
/s/ R. Michael Carruthers, CFO
INSURANCE VERIFICATION
Date Phone
Agents Name Person Talked To
Agents Address
Insurance Company
Policy Number(s)
Effective Dates: From
To:
Deductible $
Comments:
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