Edgar Filing: BVF PARTNERS L P/IL - Form SC 13G/A

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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 1)

		Array BioPharma, Inc. (Name of Issuer)

		Common Stock (Title of Class of Securities)

		04269X105 (CUSIP Number)

		April 14, 2003 (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
ý Rule 13d-1(c)
o Rule 13d-1(d)

¹ The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 04269X105		13G		Page 2 of 12 Pages


1		NAME OF REPORTING PERSON: Biotechnology Value Fund, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ý
				(b) o


3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

		5		SOLE VOTING POWER
NUMBER OF				0
SHARES
BENEFICIALLY		6		SHARED VOTING POWER
OWNED				951,685
BY
EACH		7		SOLE DISPOSITIVE POWER
REPORTING				0
PERSON
WITH:		8		SHARED DISPOSITIVE POWER
				951,685


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		951,685

10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*		o


11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		3.41%

12		TYPE OF REPORTING PERSON*
		PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 04269X105		13G		Page 3 of 12 Pages


1		NAME OF REPORTING PERSON: Biotechnology Value Fund II, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ý
				(b) o


3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

		7		SOLE VOTING POWER
NUMBER OF				0
SHARES
BENEFICIALLY		6		SHARED VOTING POWER
OWNED				537,450
BY
EACH		7		SOLE DISPOSITIVE POWER
REPORTING				0
PERSON
WITH:		8		SHARED DISPOSITIVE POWER
				537,450


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		537,450

10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*		o


11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		1.93%

12		TYPE OF REPORTING PERSON*
		PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 04269X105		13G		Page 4 of 12 Pages


1		NAME OF REPORTING PERSON: BVF Investments, L.L.C. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ý
				(b) o


3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

		5		SOLE VOTING POWER
NUMBER OF				0
SHARES
BENEFICIALLY		6		SHARED VOTING POWER
OWNED				1,450,600
BY
EACH		7		SOLE DISPOSITIVE POWER
REPORTING				0
PERSON
WITH:		8		SHARED DISPOSITIVE POWER
				1,450,600


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		1,450,600

10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*		o


11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		5.20%

12		TYPE OF REPORTING PERSON*
		OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 04269X105		13G		Page 5 of 12 Pages


1		NAME OF REPORTING PERSON: Investment 10, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ý
				(b) o


3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Illinois

		5		SOLE VOTING POWER
NUMBER OF				0
SHARES
BENEFICIALLY		6		SHARED VOTING POWER
OWNED				215,000
BY
EACH		7		SOLE DISPOSITIVE POWER
REPORTING				0
PERSON
WITH:		8		SHARED DISPOSITIVE POWER
				215,000


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		215,000

10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*		o


11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		0.77%

12		TYPE OF REPORTING PERSON*
		OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 04269X105		13G		Page 6 of 12 Pages


1		NAME OF REPORTING PERSON: BVF Partners L.P. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ý
				(b) o


3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

		5		SOLE VOTING POWER
NUMBER OF				0
SHARES
BENEFICIALLY		6		SHARED VOTING POWER
OWNED				3,154,735
BY
EACH		7		SOLE DISPOSITIVE POWER
REPORTING				0
PERSON
WITH:		8		SHARED DISPOSITIVE POWER
				3,154,735


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		3,154,735

10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*		o


11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		11.30%

12		TYPE OF REPORTING PERSON*
		PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 04269X105		13G		Page 7 of 12 Pages


1		NAME OF REPORTING PERSON: BVF Inc. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ý
				(b) o


3		SEC USE ONLY


4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

		5		SOLE VOTING POWER
NUMBER OF				0
SHARES
BENEFICIALLY		6		SHARED VOTING POWER
OWNED				3,154,735
BY
EACH		7		SOLE DISPOSITIVE POWER
REPORTING				0
PERSON
WITH:		8		SHARED DISPOSITIVE POWER
				3,154,735


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		3,154,735

10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*		o


11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
		11.30%

12		TYPE OF REPORTING PERSON*
		CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 04269X105		13G		Page 8 of 12 Pages

ITEM 1(a). NAME OF ISSUER:

Array BioPharma, Inc. ("Array")

ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

The principal executive offices are located at 1885 33^rd Street, Boulder, CO 80301.

ITEM 2(a). NAME OF PERSON FILING:

This Amendment to Schedule 13G is being filed on behalf of the following persons* (the "Reporting Persons"):

(i): Biotechnology Value Fund, L.P. ("BVF")
(ii): Biotechnology Value Fund II, L.P. ("BVF2")
(iii): BVF Investments, L.L.C. ("Investments")
(iv): Investment 10, L.L.C. ("Investment 10")
(v): BVF Partners L.P. ("Partners")
(vi): BVF Inc. ("BVF Inc.")
*: Attached as Exhibit 1 is a copy of an agreement among the Reporting Persons filing (as specified hereinabove) that this Schedule 13G is being filed on behalf of each of them.

ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:

The principal business office of the Reporting Persons comprising the group filing this Amendment to Schedule 13G is located at 227 West Monroe Street, Suite 4800, Chicago, Illinois, 60606.

ITEM 2(c). CITIZENSHIP:

		BVF:		a Delaware limited partnership
		BVF2:		a Delaware limited partnership
		Investments:		a Delaware limited liability company
		Investment 10:		an Illinois limited liability company
		Partners:		a Delaware limited partnership
		BVF Inc.:		a Delaware corporation

ITEM 2(d). TITLE OF CLASS OF SECURITIES:

This Statement on Schedule 13G is being filed with respect to the common stock, par value .001 per share, (the "Common Stock") of Array. The Reporting Persons' percentage ownership of Common Stock is based on 27,909,066 shares of Common Stock being outstanding, as reported in Array's Form 10-Q for the quarter ended December 31, 2002.


CUSIP No. 04269X105		13G		Page 9 of 12 Pages

ITEM 2(e). CUSIP Number:

04269X105

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS: One of the following

Not applicable as this Amendment to Schedule 13G is filed pursuant to Rule 13d-1(c).

ITEM 4. OWNERSHIP:

The information in items 1 and 5 through 11 on the cover pages (pp. 2 - 7) on this Amendment to Schedule 13G is hereby incorporated by reference.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities check the following. o

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

BVF shares voting and dispositive power over the shares of the Common Stock it beneficially owns with Partners. BVF2 also shares voting and dispositive power over the shares of the Common Stock it beneficially owns with Partners. Investments also shares voting and dispositive power over the shares of the Common Stock it beneficially owns with Partners. Pursuant to the operating agreement of Investments, Partners is authorized, among other things, to invest the funds of Ziff Asset Management, L.P., the majority member of Investments, in shares of the Common Stock Investments beneficially owns and to vote and exercise dispositive power over those shares of Common Stock. Partners and BVF Inc. share voting and dispositive power over the shares of Common Stock beneficially owned by BVF, BVF2, Investments and those owned by Investment 10, on whose behalf Partners acts as investment manager and, accordingly, Partners and BVF Inc. have beneficial ownership of all of the shares of Common Stock owned by such parties.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

Not applicable.


CUSIP No. 04269X105		13G		Page 10 of 12 Pages

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP:

Not applicable.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP:

Not applicable.


CUSIP No. 04269X105		13G		Page 11 of 12 Pages

ITEM 10. CERTIFICATION

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 16, 2003

		BIOTECHNOLOGY VALUE FUND, L.P.
		By:		BVF Partners L.P., its general partner
				By:		BVF Inc., its general partner
						By:		/s/ MARK N. LAMPERT
								Mark N. Lampert President
		BIOTECHNOLOGY VALUE FUND II, L.P.
		By:		BVF Partners L.P., its general partner
				By:		BVF Inc., its general partner
						By:		/s/ MARK N. LAMPERT
								Mark N. Lampert President
		BVF INVESTMENTS, L.L.C.
		By:		BVF Partners L.P., its manager
				By:		BVF Inc., its general partner
						By:		/s/ MARK N. LAMPERT
								Mark N. Lampert President
		INVESTMENT 10, L.L.C.
		By:		BVF Partners L.P., its attorney-in-fact
				By:		BVF Inc., its general partner
						By:		/s/ MARK N. LAMPERT
								Mark N. Lampert President


CUSIP No. 04269X105		13G		Page 12 of 12 Pages

		BVF PARTNERS L.P.
		By:		BVF Partners L.P., its general partner
						By:		/s/ MARK N. LAMPERT
								Mark N. Lampert President
		BVF INC.
						By:		/s/ MARK N. LAMPERT
								Mark N. Lampert President