On September 18, 2009, Array BioPharma Inc. ("Array") entered into an Equity Distribution Agreement (the "Agreement") with Piper Jaffray & Co. (the "Agent") pursuant to which Array agreed to sell, under its Registration Statement on Form S-3 (File No. 333-15801), effective December 4, 2008, up to an aggregate of $25,000,000 in shares of its common stock, $.001 par value (the "Shares"), through the Agent. Sales of the Shares made pursuant to the Agreement, if any, will be made on the NASDAQ Stock Market by means of ordinary brokers' transactions at market prices. Additionally, under the terms of the Agreement, Array may also sell shares of its common stock through the Agent, on the NASDAQ Global Market or otherwise, at negotiated prices or at prices related to the prevailing market price. This summary is qualified in its entirety by the full Agreement, a copy of which is filed as Exhibit 1.1 to this report.

Array issued a press release entitled "Array BioPharma Enters Into Equity Distribution Agreement," dated September 18, 2009, a copy of which is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits

Attached as exhibits to this form are the documents listed below:

Exhibit
No.                                       Document
1.1        Equity Distribution Agreement, dated September 18, 2009, by and between
           the Registrant and Piper Jaffray & Co.
5.1        Opinion of Hogan & Hartson LLP regarding the legality of the Shares
23.1       Consent of Hogan & Hartson LLP (included in Exhibit 5.1)
99.1       Press Release dated September 18, 2009 entitled Array BioPharma Enters
           Into Equity Distribution Agreement