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Noncompete Agreement

NonCompetition Agreement

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Governing Law: Colorado     Date: 11/6/2015
Industry: Biotechnology and Drugs     Sector: Healthcare

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Exhibit 10.5







This NONCOMPETE AGREEMENT (this "Agreement"), dated as of September 8, 2015 is between Array BioPharma Inc., a Delaware corporation (the "Company"), which for the purposes hereof shall include any subsidiary or affiliate of the Company, and Mary Patricia Henahan (the "Employee").




A.    Employee is or may be employed in an executive, management or professional capacity for the Company.


B.    The Employee desires to enter into or continue in the employment (as the case may be) of the Company.


C.    In order to protect the trade secrets and confidential information of the Company and as a condition to employment or the continued employment (as the case may be) of Employee, the Company requires that Employee enter into this Agreement.


NOW THEREFORE, in consideration of Employee's employment with the Company and of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:




1.     Covenants Not to Compete or Interfere .


(a)    During the term of Employee's employment with the Company and for a period of 12 months thereafter, and regardless of the reason for Employee’s termination, Employee shall not, within the United States or within a 50 mile radius of any area where the Company is doing business (including any point of sale of the Company's products or services) at the time of such termination, directly or indirectly own, manage, operate, control, be employed by, serve as a consultant to or otherwise participate in any business that has services or products competitive with those of the Company, or develop products or services competitive with those of the Company (a “Competitive Business”). For purposes of this Agreement, the Company's business shall be defined as the manufacturing, development and commercialization of small molecule, targeted pharmaceutical products and services for use in the treatment of cancer; provided, however that a Competitive Business shall only include products for which the Company has (i) ongoing substantial research, development and commercial activities and (ii) substantial development and commercialization rights.


(b)    During the term of Employee's employment with the Company and for a period of 24 months thereafter, and regardless of the reason for Employee's termination, Employee shall not (i) cause or attempt to cause any employee of the Company to leave the employ of the










Company, (ii) actively recruit any employee of the Company to work for any organization of, or in which Employee is an officer, director, employee, consultant, independent contractor or owner of an equity interest; or (iii) solicit, divert or take away, or attempt to take away, the business or patronage of any client, customer or account, or prospective client, customer or account, of the Company which were contacted, solicited or served by Employee while employed by the Company.


(c)    Employee acknowledges that through her employment with the Company she will acquire access to information suited to immediate application by a business in competition with the Company. Accordingly, Employee considers the foregoing restrictions on her future employment or business activities in all respects reasonable. Employee specifically acknowledges that the Company and its licensees, as well as the Company's competitors, provide their services throughout the geographic area specified in Section 1(a) above. Employee therefore specifically consents to the foregoing geographic restriction on competition and believes that such a restriction is reasonable, given the scope of the Company's business and the nature of Employee's position with the Company.


(d)    Employee acknowledges the following provisions of Colorado law, set forth in Colorado Revised Statutes § 8-2-113(2):


Any covenant not to compete which restricts the right of any person to receive compensation for performance of skilled or unskilled labor for any employer shall be void, but this subsection (2) shall not apply to:



Any contract for the purchase and sale of a business or the assets of a business;



Any contract for the protection of trade secrets;



Any contract provision providing for the recovery of the expense of educating and training an employee who has served an employer for a period of less than two years;



Executive and management personnel and officers and employees who constitute prof

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