Array BioPharma Inc. ("Array") is amending a current report filed by it with the Securities and Exchange Commission on Form 8-K on May 19, 2009 (the "Form 8-K") to file as Exhibit 4.1 hereto an unredacted copy of the form of warrant issued pursuant to a Facility Agreement dated May 15, 2009 (as amended, the "Facility Agreement") entered into by and between Array and Deerfield Private Design Fund, L.P. and Deerfield Private Design International, L.P. (collectively, the "Deerfield Funds"). Such form of warrant was the subject of a request for confidential treatment that Array has withdrawn. A description of the material terms of such warrants were disclosed by Array on the Form 8-K, and a redacted copy of such warrant indicating the provisions for which Array had been seeking confidential treatment was previously filed as Exhibit 4.2 to the Annual Report on Form 10-K filed by Array on August 18, 2009. The form of warrant attached hereto as Exhibit 4.1 shall replace and supersede such previously filed form of warrant.

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

Exhibit
Number                                  Description
          Form of Warrant to purchase shares of the registrant's Common Stock
    4.1   issued to Deerfield Private Design Fund, L.P., Deerfield Private Design
          International, L.P., Deerfield Partners, L.P., Deerfield International
          Limited