Master Note and Security Agreement (2000)Full Document 

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                       MASTER NOTE AND SECURITY AGREEMENT

                                                 Wilton, Connecticut
                                                 Date: February 26, 1999

         1. MASTER AGREEMENT.

                   This Agreement sets forth the basic terms and conditions
upon which LEASING TECHNOLOGIES INTERNATIONAL, INC. (together with its
successors and assigns, collectively, the "Lender"), shall, lend to Array
BioPharma Inc., a Corporation organized under the laws of the State of Delaware
(the "Borrower"), and the Borrower shall borrow from the Lender, funds to
purchase (or refinance the purchase of) the items of "Equipment " specified (and
as defined in) one or more loan schedules hereto to be entered into from time to
time (each, a "Loan Schedule"). Each Loan Schedule shall reference this Master
Note and Security Agreement (this "Agreement") and shall be deemed to
incorporate therein all of the terms and conditions hereof, unless and to the
extent any provisions hereof are expressly excluded or modified therein, and
shall contain such additional terms as the Lender and the Borrower shall, in
their sole discretion, agree upon. Each Loan Schedule, together with the terms
and conditions of this Agreement so incorporated therein, shall constitute a
separate promissory note that evidences a separate loan with respect to the
Equipment specified in such Loan Schedule. Each Loan Schedule may be assigned by
the Lender and/or reassigned by any assignee(s) thereof separate and apart from
any other Loan Schedule(s) hereunder. With respect to each Loan Schedule, the
Lender or its respective assignee(s) shall have all of the rights of the
"Lender" thereunder and with respect to the Equipment and other Collateral
covered thereby, and such rights shall be separately exercisable by the Lender
or such assignee(s), as the case may be, collectively-with all of the other Loan
Schedules then held by the Lender or such assignee(s), but exclusively and
independently of the rights of the Lender or such assignee(s) with respect to
any other Loan Schedule(s) not then held by the Lender or such assignee(s).

                  (b) The term "Loan" as used in this Agreement shall mean any
and all of the liabilities and obligations of the Borrower under a loan
evidenced by a particular Loan Schedule, which is entered into by the Lender and
the Borrower under this Agreement with respect to the Equipment specified in
such Loan Schedule. Capitalized terms used in this Agreement and not otherwise
defined shall have the meanings ascribed to them in the relevant Loan Schedule.

         2. TERMS OF PAYMENT.

                  (a) FOR VALUE RECEIVED, the Borrower hereby promises to pay to
the order of the Lender, the "Principal Sum" set forth in each Loan Schedule, in
the "Total Number of Monthly Installments" set forth in such Loan Schedule,
consisting of the "Number of Consecutive Monthly Installments" of principal and
interest set forth in such Loan Schedule, each payable in advance, and the
"Final Payment" of principal and interest set forth in such Loan Schedule,
together with all other sums then owing thereunder, payable on the "Final
Payment Date" set forth in such Loan Schedule; the first such consecutive
monthly installment shall be in the "First Monthly Installment Amount" set forth
in such Loan Schedule and shall be due and payable on the "First Monthly
Installment Date" set forth in such Loan Schedule; the remaining consecutive
monthly installments shall each be in the "Remaining Consecutive Monthly
Installment Amount" set forth in such Loan Schedule and shall thereafter be due
and payable on the same day of each month in each year as such First Monthly
Installment Date and ending on the "Last Consecutive Monthly Installment Date"
set forth in such Loan Schedule; and the


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Final Payment and shall be due and payable on the Final Payment Date, except as
otherwise expressly provided in Sections 17(b), 17(c), 17(d) or 18(b) hereof.

                  (b) The installments described in Sections 2(a) and 17(a)
hereof include interest on the unpaid principal amount of the relevant Loan from
time to time outstanding, computed on the basis of a 360-day year at the "Annual
Interest Rate" set forth in the relevant Loan Schedule.

                  (c) The proceeds of the Loan evidenced by each Loan Schedule
shall be used solely to purchase (or refinance the purchase of) the Equipment
described in such Loan Schedule.

                  (d) The Borrower shall have the right to prepay any Loan upon
payment of the present value of all Monthly Installments, and the Final Payment,
calculated by discounting at the rate of six percent (6%) per annum, compounded
monthly, or upon the payment of such other amount as may be set forth in the
applicable Loan Schedule.

                  (e) Whenever any installment or other amount payable to the
Lender by the Borrower hereunder is not paid when due, the Borrower agrees to
pay to the Lender, on demand, as liquidated damages and not as a penalty: (i) a
late charge on such overdue amounts calculated at the rate of one and a half (1
1/2) percent a month, or the maximum amount permitted under applicable law,
whichever is less, from the date such payment is due until the date such payment
is made in full to the Lender; and (ii) in addition, with respect to overdue
installment payments only, an administrative fee equal to five cents ($.05) for
each one dollar ($ 1.00) of such delayed installment payment overdue for more
than twenty (20) days, or the maximum amount permitted under applicable law,
whichever is less. The Borrower agrees to also reimburse the Lender on demand
for any and all reasonable costs and expenses (including the Lender's reasonable
attorneys' fees and disbursements) arising out of or caused by this Agreement or
any breach by the Borrower hereunder, including (without limitation) any
enforcement by the Lender of its rights and remedies hereunder.

                  (f) All payments by the Borrower on account of principal,
interest or fees hereunder shall be made in lawful money of the United States of
America, in immediately available funds.

         3. GRANT OF SECURITY INTEREST. The Borrower hereby pledges, assigns and
grants to the Lender a continuing first priority security interest in and lien
on the following properties, assets and rights (collectively, the "Collateral"):
(a) the Equipment as set forth (and defined) in each Loan Schedule hereunder,
together with all warranties thereon and all additions, improvements,
accessions, replacements and substitutions thereto and therefor, whether now
owned or hereafter acquired, and all proceeds thereof, (b) the proceeds of any
insurance payable to the Borrower with respect to the Equipment; and (c) all of
the "Other Personal Property," if any, described in any Loan Schedule hereunder
and all proceeds thereof. In addition, any other property of the Borrower that,
by agreement of the parties, is now or hereafter pledged to or held by the
Lender to secure any Obligations (as hereinafter defined), whether under this
Agreement, any Loan Schedule or any other agreement of the parties, and all
property now or hereafter leased by the Lender to the Borrower, shall also serve
as collateral security for the full payment and performance of the Obligations.


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         4. OBLIGATIONS SECURED. The Collateral hereunder constitutes and will
constitute continuing security for the fall payment, performance and observance
by the Borrower of the following obligations (collectively, the "Obligations"):

                  (a) "Liabilities " which shall mean all of the indebtedness
evidenced by this Agreement and each Loan Schedule hereunder together with any
Lease Agreement(s) between Lender and Borrower (and any Schedules thereunder),
and all liabilities and obligations of any kind of the Borrower to the Lender
arising out of or relating thereto, whether (i) for the Lender's own account,
(ii) acquired directly or indirectly by the Lender from the Borrower, (iii)
absolute or contingent, joint or several, secured or unsecured, liquidated or
unliquidated, due or not due, contractual or tortious, now existing or hereafter
arising, or (iv) incurred by the Borrower as principal, surety, endorser,
guarantor, borrower, lessee or otherwise, and including (without limitation) all
reasonable expenses and attorneys' fees incurred by the Lender in connection
with any such indebtedness, liabilities or obligations or any of the Collateral
(including any sale or other disposition of the Collateral);

                  (b) the prompt payment, when due, of all present and future
obligations and indebtedness of the Borrower to the Lender under this Agreement
and/or any Loan Schedule, as the same may hereafter be amended or modified, and
under any other agreement or instrument executed by the Borrower in favor of the
Lender, whether direct or indirect, absolute or contingent; and

                  (c) the strict performance and observance by the Borrower of
all warranties, covenants and agreements contained in this Agreement or any Loan
Schedule and any instrument or other agreement delivered by the Borrower to the
Lender.

         5. BORROWER SELECTED EQUIPMENT; WARRANTY DISCLAIMER. THE BORROWER
REPRESENTS AND ACKNOWLEDGES THAT IT HAS SELECTED BOTH THE EQUIPMENT AND THE

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