Item 1.01 Entry into a Material Definitive Agreement.

On December 28, 2012, Array BioPharma entered into an Eighth Amendment to Loan and Security Agreement (the "Amendment") with Comerica Bank (the "Bank") pursuant to which certain provisions of the Loan and Security Agreement dated as of June 28, 2005 (as subsequently amended, the "Loan Agreement") by and between Array and the Bank were amended. Under the terms of the Amendment, the maturity date for the term loan under the Loan Agreement was extended to October 26, 2014 and the maturity date for the revolving line of credit under the Loan Agreement was extended to June 9, 2014. In connection with the Amendment, Array and Deerfield Private Design Fund, L.P. and Deerfield Private Design International, L.P. (collectively, "Deerfield") amended a covenant in the Facility Agreements between Array and Deerfield dated April 29, 2008 and May 15, 2009 relating to modifications Array is permitted to make under the Loan Agreement without Deerfield's consent. The amendment reflects the extended maturity date under the Loan Agreement and lowers the threshold above which changes to the principal amount under the Loan Agreement requires Deerfield's consent.

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