Common Stock Underwriting Agreement (2002)Full Document 

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                                4,200,000 SHARES

                              ARRAY BIOPHARMA INC.

                                  COMMON STOCK

                             UNDERWRITING AGREEMENT

                                                              ____________, 2002

LEHMAN BROTHERS INC.
UBS WARBURG LLC
LEGG MASON WOOD WALKER, INCORPORATED
THOMAS WEISEL PARTNERS LLC
As Representatives of the several
  Underwriters named in Schedule 1,
c/o Lehman Brothers Inc.
745 7th Avenue
New York, New York 10019

Dear Sirs:

         Array BioPharma Inc., a Delaware corporation (the "Company"), proposes
to sell an aggregate of 4,200,000 shares (the "Firm Stock") of the Company's
Common Stock, par value $0.001 per share (the "Common Stock"). In addition, the
Company proposes to grant to the Underwriters named in Schedule 1 hereto (the
"Underwriters") an option to purchase up to an additional 300,000 shares of the
Common Stock and certain Stockholders of the Company named in Schedule 2 hereto
(the "Selling Stockholders") also propose to grant to the Underwriters an option
to purchase an additional 330,000 shares of the Common Stock on the terms and
for the purposes set forth in Section 3 (such 630,000 additional shares, in
aggregate, being referred to hereinafter as the "Option Stock"). The Firm Stock
and the Option Stock, if purchased, are hereinafter collectively called the
"Stock." This is to confirm the agreement concerning the purchase of the Stock
from the Company and the Selling Stockholders by the Underwriters.

         1.       Representations, Warranties and Agreements of the Company.

                  The Company represents, warrants and agrees that:

                  (a) A registration statement on Form S-3 (including any
         amendments thereto) with respect to the Stock has (i) been prepared by
         the Company in conformity with the requirements of the United States
         Securities Act of 1933, as amended (the "Securities Act") and the rules
         and regulations (the "Rules and Regulations") of the United States
         Securities and Exchange Commission (the "Commission") thereunder, (ii)
         been filed with the Commission under the Securities Act and (iii)
         become effective under the Securities Act. Copies of such registration
         statement and any amendment thereto have been delivered by the Company
         to you as the representatives (the "Representatives") of the




         Underwriters. As used in this Agreement, "Effective Time" means the
         date and the time as of which such registration statement, or the most
         recent post-effective amendment thereto, if any, was declared effective
         by the Commission; "Effective Date" means the date of the Effective
         Time; "Preliminary Prospectus" means each prospectus included in such
         registration statement, or amendments thereof, before it became
         effective under the Securities Act and any prospectus filed with the
         Commission by the Company with the consent of the Representatives
         pursuant to Rule 424(a) of the Rules and Regulations; "Registration
         Statement" means such registration statement, as amended at the
         Effective Time, including any documents incorporated by reference
         therein at such time and all information contained in the final
         prospectus filed with the Commission pursuant to Rule 424(b) of the
         Rules and Regulations in accordance with Section 6 hereof and deemed to
         be a part of the registration statement as of the Effective Time
         pursuant to paragraph (b) of Rule 430A of the Rules and Regulations;
         and "Prospectus" means such final prospectus, as first filed with the
         Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules
         and Regulations. Reference made herein to any Preliminary Prospectus or
         to the Prospectus shall be deemed to refer to and include any documents
         incorporated by reference therein pursuant to Item 12 of Form S-3 under
         the Securities Act, as of the date of such Preliminary Prospectus or
         the Prospectus, as the case may be, and any reference to any amendment
         or supplement to any Preliminary Prospectus or the Prospectus shall be
         deemed to refer to and include any document filed under the United
         States Securities Exchange Act of 1934, as amended (the "Exchange Act")
         after the date of such Preliminary Prospectus or the Prospectus, as the
         case may be, and incorporated by reference in such Preliminary
         Prospectus or the Prospectus, as the case may be; and any reference to
         any amendment to the Registration Statement shall be deemed to include
         any annual report of the Company filed with the Commission pursuant to
         Section 13(a) or 15(d) of the Exchange Act after the Effective Time
         that is incorporated by reference in the Registration Statement. The
         Commission has not issued any order preventing or suspending the use of
         any Preliminary Prospectus.

                  (b) The Registration Statement conforms, and the Prospectus
         and any further amendments or supplements to the Registration Statement
         or the Prospectus will, when they become effective or are filed with
         the Commission, as the case may be, conform in all respects to the
         requirements of the Securities Act and the Rules and Regulations and do
         not and will not, as of the applicable effective date (as to the
         Registration Statement and any amendment thereto) and as of the
         applicable filing date (as to the Prospectus and any amendment or
         supplement thereto) contain an untrue statement of a material fact or
         omit to state a material fact required to be stated therein or
         necessary to make the statements therein, in light of the circumstances
         under which they were made, not misleading; provided that no
         representation or warranty is made as to information contained in or
         omitted from the Registration Statement or the Prospectus in reliance
         upon and in conformity with written information furnished to the
         Company through the Representatives by or on behalf of any Underwriter
         specifically for inclusion therein.


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                  (c) The documents incorporated by reference in the Prospectus,
         when they were filed with the Commission, and when they became
         effective, if applicable, conformed in all material respects to the
         requirements of the Securities Act or the Exchange Act, as applicable,
         and the rules and regulations of the Commission thereunder, and none of
         such documents contained an untrue statement of a material fact or
         omitted to state a material fact required to be stated therein or
         necessary to make the statements therein, in light of the circumstances
         under which they were made, not misleading; and any further documents
         so filed and incorporated by reference in the Prospectus, when such
         documents are filed with Commission, and when they became effective, if

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