EX-10.21





 Exhibit 10.21 

FORM OF 
 AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT 
 THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of [•], 2021, is made and entered into by and among Nuvation Bio Inc., a Delaware corporation (formerly known as Panacea Acquisition Corp.) (the “Company”), EcoR1 Panacea Holdings, LLC, a Delaware limited liability company
(the “Sponsor Holdco”), Cowen Investments II LLC, a Delaware limited liability company (“Cowen Investments” and together with the Sponsor Holdco, the “Sponsors”), certain former stockholders of [•], a Delaware
corporation (formerly known as Nuvation Bio Inc.) (“Nuvation”), identified on the signature pages hereto (such stockholders, the “Nuvation Holders” and, collectively, with the Sponsors and any other parties listed on the
signature pages hereto and any Person which hereafter becomes a party to this Agreement pursuant to Section 5.2 or 5.10, each a “Holder” and collectively the “Holders”). Any capitalized term used but not defined herein will
have the meaning ascribed to such term in the Merger Agreement (as defined below). 
 RECITALS 

WHEREAS, the Company the Sponsors, and certain of the individuals identified on the signature page hereto are parties to that certain
Registration Rights Agreement, dated as of June 30, 2020 (the “Original RRA”); 
 WHEREAS, the Company,
Panacea Merger Subsidiary Corp (“Merger Sub”) and Nuvation are a party to that certain Agreement and Plan of Merger dated as of October 20, 2020 (the “Merger Agreement”); 

WHEREAS, on the date hereof, pursuant to the Merger Agreement, the Nuvation Holders are receiving shares of Class A common stock
of the Company, par value $0.0001 (“Common Stock”) and/or Class B common stock of the Company, par value $0.0001, convertible into Common Stock; 

WHEREAS, on the date hereof, certain investors (the “Investor Stockholders”) purchased an aggregate of
46,655,000 shares of Common Stock (the “Investor Shares”) in a transaction exempt from registration under the Securities Act pursuant to the respective Subscription Agreements, each dated as of October 20, 2020, entered
into by and between the Company and each of the Investor Stockholders (each, a “Subscription Agreement” and, collectively, the “Subscription Agreements”); 

WHEREAS, pursuant to Section 5.5 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or
modified upon the written consent of the Company and the Holders of at least a majority-in-interest of the Registrable Securities (as defined in the Original RRA) at the
time in question, and the Sponsors are Holders in the aggregate of at least a majority-in-interest of the Registrable Securities as of the date hereof; and 

WHEREAS, the Company and the other parties to the Original RRA desire to amend and restate the Original RRA in its entirety and enter
into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement. 

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 

ARTICLE I 

DEFINITIONS 
 1.1
Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below: 

“Adverse Disclosure” shall mean any public disclosure of material non-public
information, which disclosure, in the good faith judgment of the Chief Executive Officer (or a Co-Chief Executive Officer, if applicable) or Chief Financial Officer of the Company, after consultation with
counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a
material fact necessary to make 

  
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the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not
be required to be made at such time if the Registration Statement were not being filed, declared effective or used, as the case may be, and (iii) the Company has a bona fide business purpose for not making such information public. 

“Additional Holder” shall have the meaning given in Section 5.10. 

“Additional Holder Common Stock” shall have the meaning given in Section 5.10. 

“Agreement” shall have the meaning given in the Preamble. 

“Board” shall mean the Board of Directors of the Company. 

“Closing” shall have the meaning given in the Merger Agreement. 

“Closing Date” shall have the meaning given in the Merger Agreement. 

“Commission” shall mean the Securities and Exchange Commission. 

“Common Stock” shall have the meaning given in the Recitals hereto. 

“Company” shall have the meaning given in the Preamble, and includes the Company’s successors by
recapitalization, merger, consolidation, spin-off, reorganization or similar transaction. 

“Cowen Investments” shall have the meaning given in the Preamble. 

“Competing Registration Rights” shall have the meaning given in subsection 5.7. 

“Demanding Holder” shall have the meaning given in subsection 2.1.4. 

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time. 

“Form S-1 Shelf” shall have the meaning given in subsection 2.1.1. 

“Form S-3 Shelf” shall have the meaning given in subsection 2.3.1. 

“Holders” shall have the meaning given in the Preamble, for so long as such Person or owns any Registrable Securities.

 “Holder Information” shall have the meaning given in subsection 4.1.2. 

“Investor Shares” shall have the meaning given in the Recitals hereto. 

“Investor Stockholders” shall have the meaning given in the Recitals hereto. 

“Joinder” shall have the meaning given in subsection 5.10. 

“Letter Agreement” shall mean that certain letter agreement, dated June 30, 2020, by and among the Company, the
Sponsors and each of the other parties listed on the signature pages thereto. 
 “Joinder” shall have the meaning
given in subsection 5.10. 
 “Maximum Number of Securities” shall have the meaning given in subsection
2.1.5. 
 “Merger Agreement” shall have the meaning given in the Recitals hereto. 

  
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 “Merger Sub” shall have the meaning given in the Recitals hereto.

 “Minimum Takedown Threshold” shall have the meaning given in subsection 2.1.4. 

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to
be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading. 

“Nuvation” shall have the meaning given in the Preamble. 

“Nuvation Holders” shall have the meaning given in the Preamble. 

“Original RRA” shall have the meaning given in the Recitals hereto. 

“Permitted Transferees” shall mean any Person to which a Holder is permitted to transfer such Registrable Securities,
subject to and in accordance with any applicable agreement between such Holder/or their respective Permitted Transferees and the Company and any transferee thereafter, including pursuant to the Letter Agreement, as applicable, and Section 5.2.

 “Piggyback Registration” shall have the meaning given in subsection 2.2.1. 

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all
prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus. 

“Registrable Security” shall mean (a) any outstanding share of the Common Stock or any other equity security
(including the shares of the Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Holder immediately following the Closing; (b) any Additional Holder Common Stock; and (c) any other
equity security of the Company or any of its subsidiaries, or any successor, issued or issuable with respect to any such share of the Common Stock by way of a stock dividend or stock split or in connection with a recapitalization, merger,
consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities upon
the earliest to occur of when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in
accordance with such Registration Statement by the applicable Holder; (B)(i) such securities shall have been otherwise transferred, (ii) new certificates for such securities not bearing (or book entry positions not subject to) a legend
restricting further transfer shall have been delivered by the Company and (iii) subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be
outstanding; (D) such securities have been sold without registration pursuant to Section 4(a)(1) of the Securities Act or Rule 144 or Rule 145 promulgated under the Securities Act (or any successor rule promulgated thereafter by the
Commission); and (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction. 

“Registration” shall mean a registration, including any related Shelf Takedown, effected by preparing and filing a
registration statement, Prospectus or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective. 

“Registration Expenses” shall mean the documented
out-of-pocket expenses of a Registration, including, without limitation, the following: 

  
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	 	(A)	 all registration and filing fees (including fees with respect to filings required to be made with the Financial
Industry Regulatory Authority, Inc.) and any national securities exchange on which the Common Stock is then listed; 


  

	 	(B)	 fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements
of outside counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities); 


  

	 	(C)	 printing, messenger, telephone and delivery expenses; 



 

	 	(D)	 reasonable fees and disbursements of counsel for the Company; 



 

	 	(E)	 reasonable fees and disbursements of all independent registered public accountants of the Company incurred
specifically in connection with such Registration; and 


  

	 	(F)	 in an Underwritten Offering, reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders requesting the Underwritten Shelf Takedown. 



“Registration Statement” shall mean any registration statement that covers Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by
reference in such registration statement. 
 “Requesting Holders” shall have the meaning given in subsection
2.1.5. 
 “Securities Act” shall mean the Securities Act of 1933, as amended from time to time. 

“Shelf” shall mean the Form S-1 Shelf, the Form
S-3 Shelf or any Subsequent Shelf Registration Statement, as the case may be.. 
 “Shelf
Registration” shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in
effect). 
 “Shelf Takedown” shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a
Registration Statement, including a Piggyback Registration. 
 “Sponsor” shall have the meaning given in the
Preamble. 
 “Sponsor Holdco” shall have the meaning given in the Preamble hereto. 

“Subsequent Shelf Registration Statement” shall have the meaning given in subsection 2.1.2. 

“Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate,
pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position
within the meaning of Section 16 of the Exchange Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security,
whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b). 

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten
Offering and not as part of such dealer’s market-making activities. 
 “Underwritten Offering” shall mean a
Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public. 

“Underwritten Shelf Takedown” shall have the meaning given in subsection 2.1.4. 

“Withdrawal Notice” shall have the meaning given in subsection 2.1.6. 

  
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 ARTICLE II 

REGISTRATIONS 
 2.1
Demand Registration. 
 2.1.1 Filing. Within fifteen (15) business days following the Closing Date, the Company shall
submit to or file with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration
Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its
commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission
notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration
Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and
requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary
to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer
any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and
any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation
under this subsection 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4. 
 2.1.2 Subsequent Shelf
Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to
as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such
Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an
additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two (2) business days prior to such filing),
and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause
such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf
registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination
date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the
Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such
form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. The Company’s obligation under this subsection 2.1.2, shall, for the avoidance of doubt, be subject to Section 3.4. 

2.1.3 Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that
are not registered for resale on a delayed or continuous basis, the Company, upon written request of Sponsor Holdco or an Nuvation Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to
be covered by either, at the Company’s option, any then available Shelf or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf
Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so covered twice per calendar year for each of the Sponsor Holdco and the Nuvation
Holders. 

  
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 2.1.4 Requests for Underwritten Shelf Takedowns. Subject to Section 3.4, at any
time and from time to time when an effective Shelf is on file with the Commission, the Sponsor Holdco or an Nuvation Holder (the Sponsor Holdco or an Nuvation Holder being in such case, a “Demanding Holder”) may request to
sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect
an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to
exceed, in the aggregate, $50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of
Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks),
subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Sponsor Holdco and any Nuvation Holder may each demand not more than two (2) Underwritten Shelf Takedowns
pursuant to this subsection 2.1.4 in any twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement,
including a Form S-3, that is then available for such offering. 
 2.1.5 Reduction of
Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect
to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell,
taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if any, that have been requested to be sold in such Underwritten
Offering pursuant to separate written contractual piggy-back registration rights held by any other stockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely
affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of
Securities”), then the Company shall include in such Underwritten Offering, before including any shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity
securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be
included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the
Maximum Number of Securities. 
 2.1.6 Withdrawal. Prior to the filing of the applicable “red herring” prospectus or
prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown
shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their
intention to withdraw from such Underwritten Shelf Takedown; provided that the Sponsor Holdco or an Nuvation Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be
satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Sponsor Holdco, the Nuvation Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten
Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of subsection 2.1.4, unless such Demanding Holder reimburses the Company for all Registration Expenses with respect
to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has requested be included in
such Underwritten Shelf Takedown); provided that, if the Sponsor Holdco or an Nuvation Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately 

  
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preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Sponsor Holdco or such Nuvation Holder, as applicable, for purposes
of subsection 2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the
contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this subsection 2.1.6, other than if a Demanding Holder elects to pay such
Registration Expenses pursuant to clause (ii) of the second sentence of this subsection 2.1.6. 
 2.2 Piggyback
Registration. 
 2.2.1 Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the
Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own
account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or
any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that
relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, or (iv) for a dividend reinvestment plan, then the
Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case
of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be
included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to
include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such registered offering, a “Piggyback
Registration”). Subject to subsection 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to
cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included therein on the same terms and conditions as any
similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s
Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering. 

2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a
Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that
the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with
Persons other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2, and (iii) the shares of Common Stock or other equity securities,
if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of Persons other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of
Securities, then: 
 (a) if the Registration is undertaken for the Company’s account, the Company shall include in any such
Registration (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata, based on the respective number of
Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be 

  
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included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back
registration rights of Persons other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; 

(b) if the Registration is pursuant to a demand by Persons other than the Holders of Registrable Securities, then the Company shall include in
any such Registration (A) first, the shares of Common Stock or other equity securities, if any, of such requesting Persons, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to
subsection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested
to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and
(B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back
registration rights of Persons other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and 

(c) if the Registration and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities pursuant to
Section 2.1, then the Company shall include in any such Registration securities in the priority set forth in subsection 2.1.5. 

2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw
from an Underwritten Shelf Takedown, and related obligations, shall be governed by subsection 2.1.6) shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and
the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in
the case of a Piggyback Registration pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. The
Company (whether on its own good faith determination or as the result of a request for withdrawal by Persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a
Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than subsection 2.1.6), the Company shall be responsible for the Registration
Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3. 
 2.2.4
Unlimited Piggyback Registration Rights. For purposes of clarity, subject to subsection 2.1.6, any Piggyback Registration effected pursuant to Section 2.2 shall not be counted as a demand for an Underwritten Shelf Takedown under
subsection 2.1.4. 
 2.3 Market Stand-off. In connection with any Underwritten
Offering of equity securities of the Company, if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for
such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this
Agreement), without the prior written consent of the Company, during the ninety (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering,
except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders). 

  
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 ARTICLE III 

COMPANY PROCEDURES 

3.1 General Procedures. In connection with any Shelf and/or Takedown, the Company shall use its best efforts to effect such
Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible: 

3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use
its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities have ceased to be Registrable Securities; 

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the
rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such
Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus; 

3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the
Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration
Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and
the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders; 

3.1.4 prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their
intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable
Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may
be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company
shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction
where it is not then otherwise so subject; 
 3.1.5 cause all such Registrable Securities to be listed on each national securities exchange
on which similar securities issued by the Company are then listed; 
 3.1.6 provide a transfer agent or warrant agent, as applicable, and
registrar for all such Registrable Securities no later than the effective date of such Registration Statement; 
 3.1.7 advise each seller
of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of
any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; 

  
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 3.1.8 at least five (5) days prior to the filing of any Registration Statement or
Prospectus (or such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or
(b) advisable in order to reduce the number of days that sales are suspended pursuant to Section 3.4), or any amendment or supplement to such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable
Securities or its counsel (or such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or
(b) advisable in order to reduce the number of days that sales are suspended pursuant to Section 3.4); 
 3.1.9 notify the Holders
at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect,
includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4; 
 3.1.10 in the event of an Underwritten
Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, permit a representative of the Holders, the Underwriters or other financial institutions facilitating such Underwritten Offering or other sale pursuant to
such Registration, if any, and any attorney, consultant or accountant retained by such Holders or Underwriter to participate, at each such Persons’s own expense, in the preparation of the Registration Statement, and cause the Company’s
officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, financial institution, attorney, consultant or accountant in connection with the Registration; provided, however,
that such representatives or Underwriters or financial institutions agree to confidentiality arrangements, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information; 

3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an
Underwritten Offering or sale by a broker, placement agent or sales agent pursuant to such Registration (subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s
independent registered public accountings and the Company’s counsel), in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and
reasonably satisfactory to a majority-in-interest of the participating Holders; 

3.1.12 in the event of an Underwritten Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, on the date
the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders, the broker,
placement agents or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent,
or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders; 

3.1.13 in the event of any Underwritten Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, enter into
and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter or the broker, placement agent or sales agent of such offering or sale; 

3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve
(12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder
(or any successor rule promulgated thereafter by the Commission); 
 3.1.15 with respect to an Underwritten Offering pursuant to
subsection 2.1.4, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in such Underwritten Offering;
and 

  
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 3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions
as may reasonably be requested by the participating Holders consistent with the terms of this Agreement, in connection with such Registration. 

Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter or broker, sales
agent or placement agent if such Underwriter or broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration as an Underwriter or broker, sales agent
or placement agent, as applicable. 
 3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the
Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs
and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders. 

3.3 Requirements for Participation in Registration Statement in Offerings. Notwithstanding anything in this Agreement to the contrary,
if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the
advice of counsel, that such information is necessary to effect the registration and such Holder continues thereafter to withhold such information. No Person may participate in any Underwritten Offering or other offering for equity securities of the
Company pursuant to a Registration initiated by the Company hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting, sales, distribution or placement arrangements approved by the
Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be
reasonably required under the terms of such underwriting, sales, distribution or placement arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other
Registrable Securities to be included in such Registration. 
 3.4 Suspension of Sales; Adverse Disclosure; Restrictions on Registration
Rights. 
 3.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement,
each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants
to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. 

3.4.2 Subject to subsection 3.4.4, if the filing, initial effectiveness or continued use of a Registration Statement in respect of any
Registration at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the
Company’s control, or (c) in the good faith judgment of the majority of the Board be seriously detrimental to the Company and the majority of the Board concludes as a result that it is essential to defer such filing, initial effectiveness
or continued use at such time, the Company may, upon giving prompt written notice of such action to the Holders (which notice shall not specify the nature of the event giving rise to such delay or suspension), delay the filing or initial
effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under this subsection
3.4.2, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder
receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents. 

3.4.3 Subject to subsection 3.4.4, (a) during the period starting with the date sixty (60) days prior to the Company’s good
faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company-initiated Registration, and provided that the Company continues to actively employ, in good faith, all
reasonable efforts to maintain the effectiveness of the applicable Shelf 

  
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Registration Statement, or (b) if, pursuant to subsection 2.1.4, Holders have requested an Underwritten Shelf Takedown and the Company and Holders are unable to obtain the commitment
of underwriters to firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to subsection 2.1.4. 

3.4.4 The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to subsection
3.4.2 or a registered offering pursuant to subsection 3.4.3 shall be exercised by the Company, in the aggregate, for not more than ninety (90) consecutive calendar days or more than one hundred and twenty (120) total calendar
days in each case, during any twelve (12)-month period. 
 3.5 Reporting Obligations. As long as any Holder shall own Registrable
Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by
the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the
Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants that it shall take such further
action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of the Common Stock held by such Holder without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission). Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly
authorized officer as to whether it has complied with such requirements. 
 3.6 Limitations on Registration Rights. Notwithstanding
anything herein to the contrary, (i) Cowen Investments may not exercise its rights under Sections 2.1 and 2.2 after five (5) and seven (7) years, respectively, from the effective date of the Company’s registration statement on
Form S-1, File No. 333-239138, and (ii) Cowen Investments may not exercise its rights under Section 2.1 more than one time. 

ARTICLE IV 

INDEMNIFICATION AND CONTRIBUTION 

4.1 Indemnification. 

4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and
agents and each Person which controls such Holder (within the meaning of the Securities Act), against all losses, claims, damages, liabilities and out-of-pocket expenses
(including, without limitation reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in or incorporated by reference in any Registration Statement, Prospectus or preliminary
Prospectus or any amendment thereof or supplement thereto filed pursuant to this Agreement or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except
insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each
Person which controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder. 

4.1.2 In connection with any Registration Statement filed pursuant to this Agreement in which a Holder of Registrable Securities is
participating, such Holder shall furnish (or cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus (the
“Holder Information”) and, to the extent permitted by law, shall indemnify the Company, its directors, officers and agents and each Person which controls the Company (within the meaning of the Securities Act) against all
losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation reasonable outside attorneys’ fees) resulting from any untrue or
alleged untrue statement of material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement is contained in (or not contained in, in the case of an omission) any information or affidavit


  
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so furnished in writing by or on behalf of such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among
such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such
Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each Person which controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in
the foregoing with respect to indemnification of the Company. 
 4.1.3 Any Person entitled to indemnification herein shall (i) give
prompt written notice to the indemnifying party of any claim with respect to which he, she or it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the
extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to
such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any
other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the
payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation. 
 4.1.4 The indemnification provided for under this Agreement shall
remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities. The Company and each
Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s
indemnification is unavailable for any reason. 
 4.1.5 If the indemnification provided under Section 4.1 from the indemnifying party
is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to
herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and
out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other
relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by, in the case of an omission), such indemnifying party or
indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder
under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities
referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or
out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and
equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5.
No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any Person which was not guilty of such fraudulent
misrepresentation. 

  
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 ARTICLE V 

MISCELLANEOUS 
 5.1
Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt
requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the
manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand
delivery, electronic mail or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication
under this Agreement must be addressed, if to the Company, to: attention: Chief Financial Officer, Nuvation Bio Inc., [                ], and, if to any Holder, at such
Holder’s address, electronic mail address or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and
such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1. 

5.2 Assignment; No Third Party Beneficiaries. 

5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole
or in part. 
 5.2.2 Subject to subsection 5.2.4 and subsection 5.2.5, this Agreement and the rights, duties and obligations
of a Holder hereunder may be assigned in whole or in part to such Holder’s Permitted Transferees; provided, that, with respect to the Nuvation Holders and the Sponsors, the rights hereunder that are personal to such Holders may not be assigned
or delegated in whole or in part, except that (x) each of the Nuvation Holders shall be permitted to transfer its rights hereunder as the Nuvation Holders to one or more affiliates or any direct or indirect partners, members or equity holders
of such Nuvation Holder (it being understood that no such transfer shall reduce any rights of such Nuvation Holder or such transferees) and (y) the Sponsor Holdco shall be permitted to transfer its rights hereunder as the Sponsor Holdco to one
or more affiliates or any direct or indirect partners, members or equity holders of the Sponsor Holdco (it being understood that no such transfer shall reduce any rights of the Sponsor Holdco or such transferees). 

5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
and the permitted assigns of the Holders, which shall include Permitted Transferees. 
 5.2.4 This Agreement shall not confer any rights or
benefits on any Persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2. 
 5.2.5 No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless it is permitted under subsection 5.2.2 and until the Company shall have received
(i) written notice of such assignment as provided in Section 5.1 and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be
accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void. 

5.3 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which
shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced. 
 5.4
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (1) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW
YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL 

  
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OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B), AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK AND (2) SUBJECT
TO APPLICABLE LAW, THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK. 

5.5 TRIAL BY JURY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS
LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY
ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. 

5.6 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the
Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified;
provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof shall also require the written consent of the Sponsor Holdco so long as the Sponsor Holdco and its affiliates hold, in the aggregate, at least
five percent (5%) of the outstanding shares of Common Stock of the Company; provided, further, that notwithstanding the foregoing, any amendment hereto or waiver hereof shall also require the written consent of each Nuvation Holder so long as such
Nuvation Holder and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company; and provided, further, that any amendment hereto or waiver hereof that adversely affects one Holder,
solely in his, her or its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of
dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any
Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party. 

5.7 Other Registration Rights. Other than (i) the Investor Stockholders who have registration rights with respect to their
Investor Shares pursuant to their respective Subscription Agreements and (ii) as provided in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company, the Company represents and warrants that no Person,
other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration Statement filed by the Company for the sale of
securities for its own account or for the account of any other Person. For so long as (a) the Sponsor Holdco and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company, the
Company hereby agrees and covenants that it will not grant rights to register any Common Stock (or securities convertible into or exchangeable for Common Stock) pursuant to the Securities Act that are more favorable, pari passu or senior to those
granted to the Holders hereunder (such rights “Competing Registration Rights”) without the prior written consent of the Sponsor Holdco, and (b) an Nuvation Holder and its affiliates hold, in the aggregate, at least five
percent (5%) of the outstanding shares of Common Stock of the Company, the Company hereby agrees and covenants that it will not grant Competing Registration Rights without the prior written consent of such Nuvation Holder. Further, the Company
represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of
this Agreement shall prevail. 
 5.8 Term. This Agreement shall terminate on the earlier of (a) the seventh anniversary of the
date of this Agreement or (b) with respect to any Holder on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5 and Article IV shall survive any termination. 

  
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 5.9 Holder Information. Each Holder agrees, if requested in writing, to represent to
the Company the total number of Registrable Securities held by such Holder in order for the Company to make determinations hereunder. 

5.10 Additional Holders; Joinder. Additional Holders; Joinder. In addition to Persons which may become Holders pursuant to
Section 5.2, subject to the prior written consent of the Sponsor Holdco and each Nuvation Holder (in each case, so long as such Holder and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common
Stock of the Company), the Company may make any Person which has or acquires Common Stock or rights to acquire Common Stock after the date hereof a party to this Agreement (each such Person, an “Additional Holder”) by
obtaining an executed joinder to this Agreement from such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Such Joinder shall specify the rights and obligations of the applicable Additional Holder
under this Agreement. Upon the execution and delivery and subject to the terms of a Joinder by such Additional Holder, the Common Stock of the Company then owned, or underlying any rights then owned, by such Additional Holder (the
“Additional Holder Common Stock”) shall be Registrable Securities to the extent provided herein and therein and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Common
Stock. 
 5.11 Severability. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the
fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be
invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or
affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall,
as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 

5.12 Entire Agreement; Restatement. This Agreement constitutes the full and entire agreement and understanding between the parties with
respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. Upon the Closing, the Original RRA shall no longer be of any force or effect. 

[SIGNATURE PAGES FOLLOW] 

  
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 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written
above. 
  

			
	 COMPANY:

NUVATION BIO INC.

a Delaware corporation

		
	 By:
	 	 
		 	 Name:

		 	 Title:



  

			
	 HOLDERS:

ECOR1 PANACEA HOLDINGS, LLC

a Delaware limited liability company

		
	 By:
	 	 
		 	 Name: Oleg Nodelman

		 	 Title:   Chief Executive Officer

	
	 COWEN INVESTMENTS II LLC,
 a
Delaware limited liability company

		
	 By:
	 	 
		 	 Name:

		 	 Title:

		 	
		 	  

Daniel Bradbury
  

		 	  

Graham Cooper
  

		 	  

Faheem Hasnain
  

		 	  
 Shalini Sharp



 [Signature Page to Amended and Restated Registration Rights Agreement] 












 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written
above. 
  

	
	 NUVATION HOLDERS:

	
	   

	 [     ]



 [Signature Page to Amended and Restated Registration Rights Agreement] 












 Exhibit A 

REGISTRATION RIGHTS AGREEMENT JOINDER 

The undersigned is executing and delivering this joinder (this “Joinder”) pursuant to the Amended and Restated
Registration Rights Agreement, dated as of [•] , 2021 (as the same may hereafter be amended, the “Registration Rights Agreement”), among [•], a Delaware corporation (the “Company”), and the
other Persons named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Registration Rights Agreement. 

By executing and delivering this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof,
the undersigned hereby agrees to become a party to, to be bound by, and to comply with the Registration Rights Agreement as a Holder of Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration
Rights Agreement, and the undersigned’s shares of Common Stock shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided therein; provided, however, that the undersigned and its permitted
assigns (if any) shall not have any rights as Holders, and the undersigned’s (and its transferees’) shares of Common Stock shall not be included as Registrable Securities, for purposes of the Excluded Sections. 

For purposes of this Joinder, “Excluded Sections” shall mean [_____________]. 

Accordingly, the undersigned has executed and delivered this Joinder as of the ___ day of ________________, 20_________. 

 

	
	   

	Signature of Stockholder
	
	   

	Print Name of Stockholder
	
	Its:
	Address:


  

	
	Agreed and Accepted as of
	_____________________, 20___
	Nuvation Bio Inc.
	By:
	Name:
	Its:


  
 Exhibit A