EXHIBIT 10.1
[ * ] = Certain confidential
information contained in this document, marked by brackets, has
been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
1934, as amended.
SECOND AMENDMENT TO DRUG
DISCOVERY COLLABORATION AGREEMENT
THIS AMENDMENT NO. 2
(“Second Amendment”),
effective as of October 1, 2005 (Amendment Date”), is entered
into by and between Genentech, Inc., a Delaware corporation, having
a principal place of business at 1 DNA Way,
South San Francisco, California 94080
(“Genentech”) and Array BioPharma Inc., a Delaware
corporation, having a principal place of business at
3200 Walnut Street, Boulder, Colorado 80301
(“Array”) (collectively, the “Parties” or
individually, a “Party”).
WHEREAS, Genentech and Array entered into a Drug
Discovery Collaboration Agreement, effective as of
December 22, 2003, which was subsequently modified by a
Letter Agreement, dated October 11, 2004, and amended by
a First Amendment, dated May 20, 2005 (collectively, the
“Agreement”).
WHEREAS, the Parties desire to amend
the Agreement as set forth below.
NOW, THEREFORE,
the Parties agree as
follows:
1.
This Second
Amendment hereby amends and revises the Agreement to incorporate
the terms and conditions set forth in this Second Amendment.
The relationship of the Parties shall continue to be governed by
the terms of the Agreement, as amended.
2.
All capitalized
terms used in this Second Amendment shall have the meanings defined
in the Agreement unless otherwise defined herein.
3.