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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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ARRAY BIOPHARMA INC.
 
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*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on November 4, 2010. ARRAY BIOPHARMA INC. Meeting Information Meeting Type: Annual Meeting For holders as of: September 7, 2010 Date: November 4, 2010 Time: 1:00 PM MST Location: Offices of Array BioPharma Inc. 1825 33rd Street Boulder, CO 80301 You are receiving this communication because you hold shares in the above named company. ARRAY BIOPHARMA INC. 3200 WALNUT STREET BOULDER, CO 80301 This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. See the reverse side of this notice to obtain proxy materials and voting instructions. M26958-P00325

 

 

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— Before You Vote — How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: Annual Report with Shareholder Letter and Notice of Annual Meeting and Proxy Statement How to View Online: Have the information that is printed in the box marked by the arrow ? XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow ? XXXX XXXX XXXX (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before October 21, 2010 to facilitate timely delivery. — How To Vote — Please Choose One of the Following Voting Methods Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the Meeting you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow ? XXXX XXXX XXXX available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the proxy materials, which will include a proxy card. M26959-P00325

 

 

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Voting Items 1. Re-election of three directors to the Board of Directors to serve a term of three years, or until their successors have been duly elected and qualified. Nominees: 01) David L. Snitman, Ph.D. 02) Gil J. Van Lunsen 03) John L. Zabriskie, Ph.D. 2. Approval of an amendment to the Array BioPharma Inc. Employee Stock Purchase Plan (the “ESPP”) to increase the number of shares of common stock reserved for issuance under the ESPP by 600,000 shares, to an aggregate of 3,450,000 shares. 3. Approval of the material terms of the performance criteria for executive incentive compensation. 4. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants for the fiscal year ending June 30, 2011. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. The Board of Directors recommends you vote FOR all of the nominees for director and FOR Proposals 2, 3 and 4. M26959-P00325