Chief Operating Officer

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.

June 28, 2006

VIA FAX AND FEDERAL EXPRESS

David L. Snitman, Ph.D.

Chief Operating Officer

Array BioPharma, Inc.

3200 Walnut Street Boulder, CO 80301



RE: Notice of Exercise of Right to Extend Research Term and Amendment No.7

Dear Dr. Snitman:

As you know, InterMune, Inc. (" InterMune ") and Array BioPharma Inc. (" Array ") are parties to that certain Drug Discovery Collaboration Agreement dated September 13, 2002, as amended by Amendment No.1 dated May 8, 2003, Amendment No.2 dated January 7, 2004, Amendment No.3 dated September 10, 2004, Amendment No.4 dated December 7, 2004, Amendment No.5 dated June 30, 2005 and Amendment No. 6 dated February 3, 2006 and effective January 1, 2006, (collectively, the " Agreement "). Any capitalized term contained herein and not otherwise defined herein shall have the meaning ascribed to such term in the Agreement. As you also know, InterMune has recently exercised it right to extend the Research Term for an additional twelve (12)-month period following June 30, 2006 such that the Research Term no expires June 30, 2007 under the Agreement.

Pursuant to our discussions,, we would like to amend the Agreement, effective as of the date hereof, as follows:

1. Section 2.3 of the Agreement is hereby amended in its entirety to read as follows:

"2.3 Term and Termination of Research Collaboration. The Research Collaboration shall commence on the Effective Date and shall end upon the first to occur of (i) June 30, 2007, (ii) the termination of this Agreement, or (iii) [ * ] after written notice from InterMune that InterMune elects (in its sole discretion) to early terminate the Research Collaboration (such period beginning on the Effective Date and ending upon the earliest of (i), (ii) and (iii), the "Research Term"). The Research Term shall automatically be extended for an additional twelve (12)-month period after June 30, 2007 ("Extension Term" ) on the same terms and conditions as previously conducted (except as otherwise






[ * ] = 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.

David L. Snitman

June 28, 2006

set forth in this Agreement) unless either party gives the other party written notice on or before March 31, 2007 of its intention not to extend the Research Term. "

2. Section 5.1.1 of the Agreement is hereby amended in its entirety to read as follows:

"5.1 ...