Item 1.01 Entry into a Material Definitive Agreement.

On November 29, 2012, Array entered into a Third Amendment to Drug Discovery and Development Agreement with Celgene Corporation (the "Amendment"), which amends the Drug Discovery and Development Agreement dated June 17, 2009 between Array and Celgene. Under the terms of the Amendment, Array will advance additional compounds directed at a specified target under development under the Drug Discovery and Development Agreement into toxicology studies. The Amendment also adjusts a milestone payable to Array if Celgene exercises its product option with respect to this target within a specified early exercise period. In consideration for Array's covenants and agreements under the Amendment, Celgene will make a $3 million payment to Array.

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