Facility Agreement. On May 15, 2009, Array BioPharma Inc. ("Array") entered into a Facility Agreement (the "Facility Agreement") with Deerfield Private Design Fund, L.P. and Deerfield Private Design International, L.P., healthcare investment funds (collectively, the "Deerfield Funds"), pursuant to which the Deerfield Funds have agreed to advance to Array a $40,000,000 loan (the "New Loan") that may be drawn down between June 29, 2009 and September 30, 2009. The outstanding principal under the New Loan is due by April 2014 and interest is payable monthly following disbursement of the New Loan. Principal and interest can be repaid, at Array's option, at any time with shares of Array Common Stock (the "Repayment Shares") that have been registered under the Securities Act of 1933, as amended (the "Securities Act"), with certain restrictions, or in cash. The maximum number of shares that Array can issue to the Deerfield Funds without obtaining shareholder approval is 9,622,220 shares.

Interest will not accrue on the New Loan until it is drawn down and will then accrue at the rate of 7.5 percent per annum, so long as Array's Cash and Cash Equivalents and Marketable Securities on the first business day of each month during which such principal amounts remain outstanding is at least $60 million. If Array's Cash and Cash Equivalents and Marketable Securities in any month is less than $60 million, the interest rate is adjusted to a rate between 8.5 percent per annum and 14.5 percent per annum for every $10 million by which it is less than $60 million. Deerfield will receive a $500,000 transaction fee on July 10, 2009 and will receive an additional $500,000 transaction fee paid when the funds are drawn. The Deerfield Funds also have limited rights to accelerate the loan upon certain changes of control of Array or an event of default. In addition, subject to certain exceptions and conditions, Array is required to make payments of principal equal to 15 percent of certain amounts it receives under collaboration, licensing, partnering, joint venture and other similar arrangements entered into after January 1, 2011. Array's obligations under the Facility Agreement, and the security interest granted to the Deerfield Funds under the Security Agreement (described below), are subordinate to Array's obligations to Comerica Bank, and to Comerica's security interest, under the Loan and Security Agreement between Array and Comerica Bank dated June 28, 2005, as amended.

As provided for under the Facility Agreement, Array has agreed to issue to the Deerfield Funds warrants to purchase shares of its Common Stock upon funding of the New Loan and exchanged outstanding warrants previously issued to the Deerfield Funds pursuant to the Prior Facility Agreement. In addition, Array and the Deerfield Funds terminated the prior Registration Rights Agreement entered into pursuant to the Prior Facility Agreement and entered into a new Registration Rights Agreement, and amended the Security Agreement that was entered into with the Deerfield Funds in connection with the Prior Facility Agreement, each of which is described below.

Amendments to Prior Facility Agreement. The Facility Agreement amended certain provisions of the prior Facility Agreement dated April 29, 2008 entered into by Array and the Deerfield Funds (the "Prior Facility Agreement"). Under the Prior Facility Agreement, the Deerfield Funds have advanced Array an aggregate of $80,000,000 in principal amount (the "Prior Loans") and Array issued to the Deerfield Funds warrants to purchase an aggregate of 6,000,000 shares of Array's common stock (the "Prior Warrants"). Effective as of the date the funds are disbursed under the Facility Agreement, interest will begin accruing on the original $80,000,000 principal amount of the Prior Loans, exclusive of interest that had been added to the principal amount of the Prior Loans pursuant to the Prior Facility Agreement, at the rates applicable to the New Loan (as described above) and no additional compound interest will apply. In addition, the requirement that Array maintain a minimum amount of Cash and Cash Equivalents and Marketable Securities under the Prior Facility Agreement was reduced from $40 million to $20 million, and the provisions containing certain conditions and restrictions relating to the repayment of amounts under the Prior Facility Agreement in shares of Array's Common Stock were amended to conform to the provisions in the Facility Agreement.

New Warrants; Exchange Warrants. Pursuant to the terms of the Facility Agreement, Array will issue the Deerfield Funds warrants to purchase an . . .

As described above, effective May 15, 2009, Array and the Deerfield Funds terminated the Prior Registration Rights Agreement and cancelled the Prior Warrants in connection with entering into the Facility Agreement. The information in Item 1.01 is incorporated by reference into this Item 1.02.

The information in Item 1.01 above is incorporated by reference into this Item 2.03.

The information in Item 1.01 above is incorporated by reference into this Item
3.02. Array relied on an exemption from registration under Section 4(2) of the Securities Act, and/or Rule 506 of Regulation D of the Securities Act, in connection with the issuance of the Warrants, the shares of Common Stock issuable upon exercise of the Warrants and the Repayment Shares. As part of executing the Facility Agreement and receiving the Warrants, and upon receipt of any shares of Common Stock issuable upon exercise of the Warrants or of any Repayment Shares, each of the Deerfield Funds represented or when issued will represent to Array that it is an "accredited investor" as defined in Regulation D of the Securities Act and that the securities such Deerfield Funds purchased were being acquired for investment purposes and without a view to resale or distribution in violation of the Securities Act.

Array issued a press release entitled "Array BioPharma Receives Additional $40 Million Funding Commitment," dated May 19, 2009, a copy of which is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits. The following exhibits are filed with this report.

Exhibit
Number                                  Description

   99.1   Press release entitled "Array BioPharma Receives Additional $40 Million
          Funding Commitment," dated May 19, 2009