Termination Period:     This Option shall be exercisable for three (3) months after Participant ceases to be a ServiceProvider, unless such termination is due to Participant’s death or Disability, in which case thisOption shall be exercisable for twelve (12) months after Participant ceases to be a ServiceProvider. Notwithstanding the foregoing sentence, in no event may this Option be exercised afterthe Term/Expiration Date as provided above and this Option may be subject to earlier termination asprovided in Section 13(c) of the Plan.**II.****AGREEMENT**     1. Grant of Option. The Administrator of the Company hereby grants to the Participantnamed in the Notice of Stock Option Grant in Part I of this Agreement (“Participant”), an option(the “Option”) to purchase the number of Shares set forth in the Notice of Stock Option Grant, atthe exercise price per Share set forth in the Notice of Stock Option Grant (the “Exercise Price”),and subject to the terms and conditions of the Plan, which is incorporated herein by reference.Subject to Section 18(c) of the Plan, in the event of a conflict between the terms and conditionsof the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail.          If designated in the Notice of Stock Option Grant as an Incentive Stock Option (“ISO”), thisOption is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code.Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Optionshall be treated as a Nonstatutory Stock Option (“NSO”). Further, if for any reason this Option(or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification,such Option (or portion thereof) shall be regarded as a NSO granted under the Plan. In no eventshall the Administrator, the Company or any Parent or Subsidiary or any of their respectiveemployees or directors have any liability to Participant (or any other person) due to the failureof the Option to qualify for any reason as an ISO.     2. Exercise of Option.          (a) Right to Exercise. This Option shall be exercisable during its term inaccordance with the Vesting Schedule set out in the Notice of Stock Option Grant and with theapplicable provisions of the Plan and this Option Agreement.          Notwithstanding anything in the Plan or this Option Agreement to the contrary, the Participantshall be permitted to exercise the Option at any time prior to the time such Option vests (suchexercise being referred to as an “Early Exercise”). In such event, upon exercise of the Option,the Participant will receive Restricted Stock, subject to the same vesting schedule set forth aboveand otherwise subject to the terms of Section 8 of the Plan and the Exercise Notice in the formattached as Exhibit A (the “Exercise Notice”), where the purchase price of such RestrictedStock shall be the exercise price paid by the Participant for such Restricted Stock. TheParticipant acknowledges that the filing of any election under Section 83(b) of the Code inconnection with an Early Exercise shall be the sole responsibility of the Participant.          (b) Method of Exercise. This Option shall be exercisable by delivery of an ExerciseNotice or in a manner and pursuant to such procedures as the Administrator may determine, whichshall state the election to exercise the Option, the number of Shares with respect to which the
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Option is being exercised, and such other representations and agreements as may be required bythe Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Priceas to all Exercised Shares, together with any applicable tax withholding. This Option shall bedeemed to be exercised upon receipt by the Company of such fully executed Exercise Noticeaccompanied by the aggregate Exercise Price, together with any applicable tax withholding.          No Shares shall be issued pursuant to the exercise of an Option unless such issuance and suchexercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the Sharesshall be considered transferred to Participant on the date on which the Option is exercised withrespect to such Shares.     3. Participant’s Representations. In the event the Shares have not been registeredunder the Securities Act of 1933, as amended, at the time this Option is exercised, Participantshall, if required by the Company, concurrently with the exercise of all or any portion of thisOption, deliver to the Company his or her Investment Representation Statement in the form attachedhereto as Exhibit B.     4. Lock-Up Period. Participant hereby agrees that Participant shall not offer,pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option orcontract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer ordispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enterinto any swap, hedging or other arrangement that transfers to another, in whole or in part, any ofthe economic consequences of ownership of any Common Stock (or other securities) of the Companyheld by Participant (other than those included in the registration) for a period specified by therepresentative of the underwriters of Common Stock (or other securities) of the Company not toexceed one hundred and eighty (180) days following the effective date of any registration statementof the Company filed under the Securities Act (or such other period as may be requested by theCompany or the underwriters to accommodate regulatory restrictions on (i) the publication or otherdistribution of research reports and (ii) analyst recommendations and opinions, including, but notlimited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or anysuccessor provisions or amendments thereto).          Participant agrees to execute and deliver such other agreements as may be reasonably requestedby the Company or the underwriter which are consistent with the foregoing or which are necessary togive further effect thereto. In addition, if requested by the Company or the representative of theunderwriters of Common Stock (or other securities) of the Company, Participant shall provide,within ten (10) days of such request, such information as may be required by the Company or suchrepresentative in connection with the completion of any public offering of the Company’s securitiespursuant to a registration statement filed under the Securities Act. The obligations described inthis Section 4 shall not apply to a registration relating solely to employee benefit plans on FormS-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relatingsolely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated inthe future. The Company may impose stop-transfer instructions with respect to the shares of CommonStock (or other securities) subject to the foregoing restriction until the end of said one hundredand eighty (180) day (or other) period. Participant agrees that any transferee of the Option orshares acquired pursuant to the Option shall be bound by this Section 4.
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     5. Method of Payment. Payment of the aggregate Exercise Price shall be by any of thefollowing, or a combination thereof, at the election of the Participant:          (a) cash;          (b) check;          (c) consideration received by the Company under a formal cashless exercise program adopted bythe Company in connection with the Plan;          (d) by delivery of a notice of “net exercise” to the Company, in a form provided by theCompany, pursuant to which the Participant shall receive the number of shares of Common Stockunderlying the Options so exercised reduced by the number of shares of Common Stock equal to theaggregate exercise price of the Options divided by the Fair Market Value on the date of exercise;or          (e) surrender of other Shares which (i) shall be valued at its Fair Market Value on the dateof exercise, and (ii) must be owned free and clear of any liens, claims, encumbrances or securityinterests, if accepting such Shares, in the sole discretion of the Administrator, shall not resultin any adverse accounting consequences to the Company.     6. Restrictions on Exercise. This Option may not be exercised until such time as thePlan has been approved by the stockholders of the Company, or if the issuance of such Shares uponsuch exercise or the method of payment of consideration for such shares would constitute aviolation of any Applicable Law.     7. Non-Transferability of Option.          (a) This Option may not be transferred in any manner otherwise than by will or by the laws ofdescent or distribution and may be exercised during the lifetime of Participant only byParticipant. The terms of the Plan and this Option Agreement shall be binding upon the executors,administrators, heirs, successors and assigns of Participant.          (b) Further, until the Company becomes subject to the reporting requirements of Section 13 or15(d) of the Exchange Act, or after the Administrator determines that it is, will, or may no longerbe relying upon the exemption from registration of Options under the Exchange Act as set forth inRule 12h-1(f) promulgated under the Exchange Act (the “Reliance End Date”), Participant shall nottransfer this Option or, prior to exercise, the Shares subject to this Option, in any manner otherthan (i) to persons who are “family members” (as defined in Rule 701(c)(3) of the Securities Act of1933, as amended) through gifts or domestic relations orders, or (ii) to an executor or guardian ofParticipant upon the death or disability of Participant. Until the Reliance End Date, the Optionsand, prior to exercise, the Shares subject to this Option, may not be pledged, hypothecated orotherwise transferred or disposed of, including by entering into any short position, any “putequivalent position” or any “call equivalent position” (as defined in Rule 16a-1(h) and Rule16a-1(b) of the Exchange Act, respectively), other than as permitted in clauses (i) and (ii) ofthis paragraph.
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     8. Term of Option. This Option may be exercised only within the term set out in theNotice of Stock Option Grant, and may be exercised during such term only in accordance with thePlan and the terms of this Option.     9. Tax Obligations.          (a) Tax Withholding. Participant agrees to make appropriate arrangements with theCompany (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction ofall Federal, state, local and foreign income and employment tax withholding requirements applicableto the Option exercise. Participant acknowledges and agrees that the Company may refuse to honorthe exercise and refuse to deliver the Shares if such withholding amounts are not delivered at thetime of exercise.          (b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted toParticipant herein is an ISO, and if Participant sells or otherwise disposes of any of the Sharesacquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date ofGrant, or (ii) the date one (1) year after the date of exercise, Participant shall immediatelynotify the Company in writing of such disposition. Participant agrees that Participant may besubject to income tax withholding by the Company on the compensation income recognized byParticipant.          (c) Code Section 409A. Under Code Section 409A, an Option that vests after December31, 2004 (or that vested on or prior to such date but which was materially modified after October3, 2004) that was granted with a per Share exercise price that is determined by the InternalRevenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant(a “discount option”) may be considered “deferred compensation.” An Option that is a “discountoption” may result in (i) income recognition by Participant prior to the exercise of the Option,(ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty andinterest charges. The “discount option” may also result in additional state income, penalty andinterest tax to the Participant. Participant acknowledges that the Company cannot and has notguaranteed that the IRS will agree that the per Share exercise price of this Option equals orexceeds the Fair Market Value of a Share on the date of grant in a later examination. Participantagrees that if the IRS determines that the Option was granted with a per Share exercise price thatwas less than the Fair Market Value of a Share on the date of grant, Participant shall be solelyresponsible for Participant’s costs related to such a determination.     10. Entire Agreement; Governing Law. The Plan is incorporated herein by reference.The Plan and this Option Agreement constitute the entire agreement of the parties with respect tothe subject matter hereof and supersede in their entirety all prior undertakings and agreements ofthe Company and Participant with respect to the subject matter hereof, and may not be modifiedadversely to the Participant’s interest except by means of a writing signed by the Company andParticipant. This Agreement is governed by the internal substantive laws but not the choice of lawrules of Colorado.     11. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THEVESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICEPROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING
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PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRINGSHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONSCONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS ORIMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANYPERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THECOMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’SRELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.     Participant acknowledges receipt of a copy of the Plan and represents that he or she isfamiliar with the terms and provisions thereof, and hereby accepts this Option subject to all ofthe terms and provisions thereof. Participant has reviewed the Plan and this Option in theirentirety, has had an opportunity to obtain the advice of counsel prior to executing this Option andfully understands all provisions of the Option. Participant hereby agrees to accept as binding,conclusive and final all decisions or interpretations of the Administrator upon any questionsarising under the Plan or this Option. Participant further agrees to notify the Company upon anychange in the residence address indicated below.       PARTICIPANT   CLOVIS ONCOLOGY, INC.    Signature     By     PrintName     PrintName         Title    ResidenceAddress      
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**EXHIBIT A****2009 EQUITY INCENTIVE PLAN****EXERCISE NOTICE**Clovis Oncology, Inc.