Summary of ARRAY BIOPHARMA INC

Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On November 6, 2012, the Board of Directors of Array BioPharma approved the appointment of John A. Orwin, as a Class I director to the Board of Directors with a term that will expire at the Company's annual stockholders meeting in 2013.

Mr. Orwin has served since February 2011 as chief executive officer and a member of the board of directors of Affymax, Inc., a biopharmaceutical company listed on The Nasdaq Stock Market (AFFY). From April 2010 to January 2011, he served as president and chief operating officer of Affymax. From 2005 to 2010, Mr. Orwin served as vice president and then senior vice president, BioOncology Business Unit, at Genentech, where he was responsible for all marketing, sales, business unit operations and pipeline brand management for Genentech's oncology portfolio in the United States. From 2001 to 2005, Mr. Orwin served in various executive level positions at Johnson & Johnson overseeing oncology therapeutic commercial and portfolio expansion efforts in the US. He has also held senior marketing and sales positions at Alza Pharmaceuticals, Sangstat Medical Corporation, Rhone-Poulenc Rorer Pharmaceuticals and Schering-Plough Corporation.

Mr. Orwin will be entitled to the compensation previously approved for the independent directors of the Board, which consists of an annual retainer of $20,000 payable quarterly, Board and committee meeting fees of $2,000 and $1,500 per meeting, respectively, and an annual option grant of 20,000 shares of common stock that vests on the one year anniversary of the date of grant subject to continued service.

There is no arrangement or understanding between Mr. Orwin and any other person pursuant to which Mr. Orwin was selected as a director.

Array issued a press release announcing Mr. Orwin's appointment to the Board on November 7, 2012, a copy of which is attached to this Form 8-K as Exhibit 99.1.