Array BioPharma Inc. ("Array") is amending a current report filed by it with the Securities and Exchange Commission on Form 8-K on May 19, 2009 (the "Form 8-K") to file as Exhibit 10.1 hereto a redacted copy of the Facility Agreement dated May 15, 2009 (as amended, the "Facility Agreement") entered into by and between Array and Deerfield Private Design Fund, L.P. and Deerfield Private Design International, L.P. (collectively, the "Deerfield Funds"). The Facility Agreement was the subject of a request for confidential treatment that Array has modified in response to comments from the staff of the Securities and Exchange Commission. A description of the material terms of the Facility Agreement were disclosed by Array on the Form 8-K, and a redacted copy of the Facility Agreement indicating the provisions for which Array had been seeking confidential treatment was previously filed as Exhibit 10.38 to the Annual Report on Form 10-K filed by Array on August 18, 2009. The Facility Agreement attached hereto as Exhibit 10.1 shall replace and supersede such previously filed Facility Agreement.

(d) Exhibits. The following exhibit is filed with this report.

Exhibit
Number                                  Description
          Facility Agreement dated May 15, 2009 by and between the registrant and
   10.1   Deerfield Private Design Fund, L.P., and Deerfield Private Design
          International