Exhibit 10.1


 


SUBSCRIPTION AGREEMENT


 


This SUBSCRIPTION AGREEMENT
(this “Subscription Agreement”) is entered into this 20th day of October, 2020, by and among Panacea
Acquisition Corp., a Delaware corporation (the “Issuer”), and the undersigned subscriber (“Subscriber”).


 


WHEREAS, concurrently
with the execution and delivery of this Subscription Agreement, the Issuer is entering into that certain Agreement and Plan of
Merger, dated as of the date of this Subscription Agreement (as may be amended or supplemented from time to time, and including
all schedules and exhibits thereto, the “Merger Agreement”), among the Issuer, Nuvation Bio, Inc., a Delaware
corporation (“Nuvation Bio”), and Panacea Merger Subsidiary Corp, a Delaware corporation and a wholly owned
subsidiary of the Issuer (“Merger Sub”), pursuant to which the Issuer will acquire Nuvation Bio subject to the
conditions set forth therein (the “Transaction”);


 


WHEREAS, in connection
with, and contingent on the closing of, the Transaction, on the terms and subject to the conditions set forth in this Subscription
Agreement, Subscriber desires to subscribe for and purchase from the Issuer the number of shares of the Issuer’s Class A
common stock, par value $0.0001 per share (the “Class A Shares”), set forth on the signature page hereto (the
“Acquired Shares”) for a purchase price of $10.00 per share, subject to adjustment for any stock dividend, stock
split, stock combination, recapitalization or similar event occurring after the date hereof (the “Share Purchase Price”),
or the aggregate purchase price set forth on the signature page hereto (the “Purchase Price”), and the Issuer
desires to issue and sell to Subscriber on the Closing Date the Acquired Shares in consideration of the payment of the Purchase
Price by or on behalf of Subscriber to the Issuer at or prior to the Closing Date;


 


WHEREAS, Issuer and
Subscriber are executing and delivering this Subscription Agreement in reliance upon the exemption from securities registration
afforded by Section 4(a)(2) of the Securities Act of 1933 (codified at 15 U.S.C. Sec. 77a et seq., and hereinafter the “Securities
Act”) and Rule 506 of Regulation D as promulgated by the United States Securities and Exchange Commission (the “Commission”)
under the Securities Act; and


 


WHEREAS, in connection
with the Transaction, certain other institutional “accredited investors” (as such term is defined in Rule 501 under
the Securities Act), have entered into subscription agreements with the Issuer, contingent on the closing of the Transaction, substantially
similar to this Subscription Agreement, pursuant to which such other investors have agreed to subscribe for and purchase, and the
Issuer has agreed to issue and sell to such other investors (the “Other Subscribers”), on the Closing Date,
Class A Shares at the Share Purchase Price (the “Other Subscription Agreements”).


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein
contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:


 


1. Subscription.
Subject to the terms and conditions hereof, at the Closing (defined below), Subscriber hereby agrees to subscribe for and purchase,
and the Issuer hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Acquired Shares (such
subscription and issuance, the “Subscription”).


 






     


     


    

 


2. Closing.


 


a. Subject
to the satisfaction or waiver of the conditions set forth in this Section 2(a) and Section 2(c) (other than
those conditions that by their nature are to be satisfied at Closing, but without affecting the requirement that such conditions
be satisfied or waived at Closing), the closing of the Subscription contemplated hereby (the “Closing”) shall
occur on the date of, and immediately prior to, the closing of the Transaction (the “Closing Date”). Not less
than five (5) business days prior to the scheduled Closing Date (the “Scheduled Closing Date”), the Issuer shall
provide written notice to Subscriber (the “Closing Notice”) of the Scheduled Closing Date. No later than two
(2) business days after receiving the Closing Notice, Subscriber shall deliver to the Issuer such information as is reasonably
requested in the Closing Notice in order for the Issuer to issue the Acquired Shares to Subscriber. Subscriber shall deliver to
the Issuer, on or prior to 8:00 a.m. (Eastern time) (or as soon as practicable after delivery of evidence of the issuance to Subscriber
of the Acquired Shares from the Issuer’s transfer agent on and as of the Closing Date) on the Closing Date the Purchase Price
in cash via wire transfer to the account specified in the Closing Notice against (and concurrently with) delivery by the Issuer
to Subscriber of (i) the Acquired Shares in book entry form (or, at the request of Subscriber, by issuance of a certificate in
the name of Subscriber, duly executed on behalf of the Issuer and countersigned by the Issuer’s transfer agent, representing
such Acquired Shares), free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement
or state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or
to a custodian designated by Subscriber, as applicable, and (ii) written notice from the Issuer or its transfer agent evidencing
the issuance to Subscriber of the Acquired Shares on and as of the Closing Date. For purposes of this Subscription Agreement, “business
day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized
or required by law to close.


 


b. Each
book entry for the Acquired Shares shall contain a notation, and each certificate (if any) evidencing the Acquired Shares shall
be stamped or otherwise imprinted with a legend, in substantially the following form:


 


THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM.


 


c. The
Closing shall be subject to the satisfaction on the Closing Date, or the waiver by each of the parties hereto, of each of the following
conditions:


 


(i) no
suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, or initiation or threatening
of any proceedings for any of such purposes, shall have occurred;


 


(ii) all
representations and warranties of the Issuer and Subscriber contained in this Subscription Agreement shall be true and correct
in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect
(as defined herein), as the case may be, which representations and warranties shall be true and correct in all respects) at and
as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by each of the Issuer and Subscriber of
each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing
Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in
all material respects as of such earlier date);


 


(iii) the
Issuer and Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and
conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing;


 






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(iv) no
governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation
(whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions
contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby, and no
governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such prevention or prohibition;


 


(v) with
respect to Subscriber, no amendment, modification or waiver of any provision of the Merger Agreement shall have occurred that would
reasonably be expected to materially and adversely affect the economic benefits that Subscriber or the Issuer would reasonably
expect to receive under this Subscription Agreement, including, without limitation, any material amendment or waiver of any representation
or covenant of the Issuer or Nuvation Bio relating to the financial position or outstanding indebtedness of the Issuer or Nuvation
Bio;


 


(vi) no
Material Adverse Effect (as defined in the Merger Agreement) shall have been declared by the Issuer under the Merger Agreement
between the date hereof and the Closing Date; and


 


(vii) all
conditions precedent to the closing of the Transaction, including all necessary approvals of the Issuer’s stockholders and
regulatory approvals, if any, shall have been satisfied or waived (other than those conditions that may only be satisfied at the
closing of the Transaction, but subject to satisfaction of such conditions as of the closing of the Transaction).


 


From the date hereof
until the Closing Date, the Issuer shall provide prompt written notice to Subscriber of any (i) amendment, modification or waiver
of any provision of the Merger Agreement that would reasonably be expected to materially and adversely affect the economic benefits
that Subscriber or the Issuer would reasonably expect to receive under this Subscription Agreement or (ii) any declaration by the
Issuer of a Material Adverse Effect (as defined in the Merger Agreement) under the Merger Agreement.


 


d. At
or prior to the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions
as the parties reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this
Subscription Agreement.


 


e. In
the event the Transaction does not occur within two (2) business day of the Closing, the Issuer shall promptly (but not later than
two (2) business days thereafter) return the Purchase Price to Subscriber, and any book entries shall be deemed cancelled. For
the avoidance of doubt, the return of any Purchase Price in connection with a delay in the closing of the Transaction shall not
relieve Subscriber of its obligation to pay the Purchase Price on the date set forth in a revised Closing Notice and to otherwise
comply with the terms and conditions of this Subscription Agreement.


 


f. The
Issuer agrees to timely file a Form D with respect to the Acquired Shares and to provide a copy thereof, promptly upon request
of Subscriber. The Issuer shall take such action as the Issuer shall reasonably determine is necessary in order to obtain an exemption
for, or to qualify the Acquired Shares for, sale to Subscriber at such Closing under applicable securities or “Blue Sky”
laws of the states of the United States.


 






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3. Issuer
Representations and Warranties. The Issuer represents and warrants to Subscriber that:


 


a. The
Issuer has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware,
with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and
to enter into, deliver and perform its obligations under this Subscription Agreement.


 


b. The
Acquired Shares have been duly authorized by the Issuer and, when issued and delivered to Subscriber against full payment for the
Acquired Shares in accordance with the terms of this Subscription Agreement and registered with the Issuer’s transfer agent,
the Acquired Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject
to any preemptive or similar rights created under the Issuer’s certificate of incorporation and bylaws any agreement or instrument
to which the Issuer is a party or by which the Issuer is bound, or under the laws of the State of Delaware.


 


c. This
Subscription Agreement, the Other Subscription Agreements and the Merger Agreement (collectively, the “Transaction Documents”)
have been duly authorized, executed and delivered by the Issuer and are enforceable against the Issuer in accordance with their
respective terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered
at law or equity.


 


d. The
execution and delivery by the Issuer of the Transaction Documents, and the performance by the Issuer of its obligations under the
Transaction Documents, including the issuance and sale of the Acquired Shares and the compliance by the Issuer with all of the
provisions of this Subscription Agreement and the consummation of the transactions herein will be done in accordance with the New
York Stock Exchange (the “NYSE”) marketplace rules, and the consummation of the other transactions contemplated
herein, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute
a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets
of the Issuer pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement
or instrument to which the Issuer is a party or by which the Issuer is bound or to which any of the property or assets of the Issuer
is subject; (ii) the organizational documents of the Issuer; or (iii) any statute or any judgment, order, rule or regulation of
any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that,
in the cases of clauses (i) and (iii), would reasonably be expected to have, individually or in the aggregate, a material adverse
effect on the business, properties, financial condition, stockholders’ equity or results of operations of the Issuer (a “Material
Adverse Effect”) or materially affect the validity or enforceability of the Acquired Shares or the ability or legal authority
of the Issuer to comply in all material respects with this Subscription Agreement.


 


e. There
are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that
will be triggered by the issuance of (i) the Acquired Shares, (ii) the Class A Shares to be issued pursuant to any Other Subscription
Agreement or (iii) any securities to be issued pursuant to the Forward Purchase Agreement, dated June 30, 2020 (the “Forward
Purchase Agreement”), among the Issuer, EcoR1 Panacea Holdings, LLC, and each of the other entities signatory thereto,
that have not been or will not be validly waived on or prior to the Closing Date.


 


f. The
Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute
a default or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any loan or
credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Issuer is
now a party or by which the Issuer’s properties or assets are bound or (iii) any statute or any judgment, order, rule or
regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its
properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably
expected to have, individually or in the aggregate, a Material Adverse Effect.


 






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g. The
Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in
connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation,
the issuance of the Acquired Shares), other than (i) the filing of a Notice of Exempt Offering of Securities on Form D with the
Commission under Regulation D of the Securities Act, (ii) the filing with the Commission of the Registration Statement (as defined
below), (iii) the filings required by applicable state or federal securities laws, (iv) the filings required in accordance with
Section 10(n), (v) those required by the NYSE, including with respect to obtaining stockholder approval, and (vi) any consent,
waiver, authorization or order of, notice to, or filing or registration, the failure of which to obtain would not be reasonably
expected to have, individually or in the aggregate, a Material Adverse Effect.


 


h. The
authorized capital stock of the Issuer as of the date hereof consists of (i) 5,000,000 shares of preferred stock, par value $0.0001
per share (“Preferred Stock”), (ii) 500,000,000 Class A Shares and (iii) 20,000,000 shares of Class B common
stock, par value $0.0001 per share (“Class B Shares,” together with the Class A Shares, the “Common
Stock”). As of the date hereof and as of immediately prior to the Closing: (i) no shares of Preferred Stock are issued
and outstanding, (ii) 14,862,500 Class A Shares are issued and outstanding, (iii) 3,593,750 Class B Shares are issued and
outstanding, and (iv) 4,954,167 warrants, each entitling the holder thereof to purchase one Class A Share at an exercise price
of $11.50 per Class A Share, are outstanding. All (i) issued and outstanding Common Stock have been duly authorized and validly
issued, are fully paid and non-assessable and are not subject to preemptive rights and (ii) outstanding warrants have been duly
authorized and validly issued, are fully paid and are not subject to preemptive rights. As of the date hereof, except as set forth
above and pursuant to (i) the Other Subscription Agreements, or (ii) the Merger Agreement (including the exhibits and schedules
thereto), there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Issuer any
Class A Shares or other equity interests in the Issuer (collectively, “Equity Interests”) or securities convertible
into or exchangeable or exercisable for Equity Interests. As of the date hereof, the Issuer has no subsidiaries other than Merger
Sub and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated
or unincorporated. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Issuer
is a party or by which it is bound relating to the voting of any Equity Interests, other than (A) as disclosed in the SEC Documents
(as defined below) and (B) as contemplated by the Merger Agreement.


 


i. The
Issuer has not received any written communication from a governmental entity that alleges that the Issuer is not in compliance
with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually
or in the aggregate, be reasonably expected to have a Material Adverse Effect.


 


j. The
issued and outstanding Class A Shares are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and are listed for trading on the NYSE. There is no suit, action, proceeding or investigation
pending or, to the knowledge of the Issuer, threatened against the Issuer by the NYSE or the Commission with respect to any intention
by such entity to deregister the Class A Shares or prohibit or terminate the listing of the Class A Shares on the NYSE. The Issuer
has taken no action that is designed to terminate the registration of the Class A Shares under the Exchange Act or the listing
of the Class A Shares on the NYSE.


 


k. Assuming
the accuracy of Subscriber’s representations and warranties set forth in Section 4, no registration under the Securities
Act is required for the offer and sale of the Acquired Shares by the Issuer to Subscriber in the manner contemplated by this Subscription
Agreement.


 


l. Neither
the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising
(within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Shares.


 






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m. Neither
the Issuer nor any person acting on its behalf has offered any securities of the Issuer for sale or solicited any offer to buy
any securities of the Issuer nor has the Issuer entered into any subscription agreement, side letter or similar agreement with
any investor in connection with such investor’s direct or indirect investment in the Issuer other than (i) the Merger
Agreement, (ii) the Other Subscription Agreements and (iii) the Forward Purchase Agreement. The Other Subscription Agreements have
not been amended in any material respect following the date of this Subscription Agreement and reflect the same Share Purchase
Price and terms that are no more favorable to any such Other Subscriber thereunder than the terms of this Subscription Agreement.


 


n. The
Issuer has made available to Subscriber (including via the Commission’s EDGAR system) a copy of each form, report, statement,
schedule, prospectus, proxy, registration statement and other document, if any, filed by the Issuer with the Commission since its
initial registration of the Class A Shares (the “SEC Documents”), which SEC Documents, as of their respective
filing dates, complied in all material respects with the requirements of the Exchange Act or the Securities Act applicable to the
SEC Documents and the rules and regulations of the Commission promulgated thereunder applicable to the SEC Documents. None of the
SEC Documents filed under the Exchange Act or the Securities Act (except to the extent that information contained in any SEC Document
has been superseded by a later timely filed SEC Document) contained, when filed any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. The Issuer has timely filed each report, statement, schedule, prospectus, and registration
statement that the Issuer was required to file with the Commission since its inception. There are no material outstanding or unresolved
comments in comment letters from the Staff of the Commission with respect to any of the SEC Documents. The financial statements
of the Issuer included in the SEC Documents comply in all material respects with applicable accounting requirements and the rules
and regulations of the Commission with respect thereto as in effect at the time of filing and fairly present in all material respects
the financial position of the Issuer as of and for the dates thereof and the results of operations and cash flows for the periods
then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.


 


o. Except
for such matters as have not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse
Effect, there is no (i) proceeding pending, or, to the knowledge of the Issuer, threatened against the Issuer or (ii) judgment,
decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Issuer.


 


p. Except
for placement fees payable to Cowen and Company, LLC, in its capacity as placement agent for the offer and sale of the Acquired
Shares (in such capacity, the “Placement Agent”), the Issuer has not paid, and is not obligated to pay, any
brokerage, finder’s or other commission or similar fee in connection with its issuance and sale of the Acquired Shares, including,
for the avoidance of doubt, any fee or commission payable to any stockholder or affiliate, as defined in Rule 144 under the Securities
Act (“Affiliate”), of the Issuer.


 


q. Issuer
acknowledges and agrees that, notwithstanding anything herein to the contrary, the Acquired Shares may be pledged by Subscriber
in connection with a bona fide margin agreement, which shall not be deemed to be a transfer, sale or assignment of the Acquired
Shares hereunder, and Subscriber effecting a pledge of Acquired Shares shall not require Subscriber to provide Issuer with any
notice thereof or otherwise make any delivery to Issuer pursuant to this Subscription Agreement. Issuer hereby agrees to execute
and deliver such documentation as a pledgee of the Acquired Shares may reasonably request in connection with a pledge of the Acquired
Shares to such pledgee by Subscriber.


 






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r. No
“bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Issuer or, to the Issuer’s knowledge, any Issuer Covered Person, except for a Disqualification
Event as to which Rule 506(d)(2)(ii-iv) or (d)(3), is applicable. “Issuer Covered Person” means, with respect to the
Issuer as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any person listed in the first
paragraph of Rule 506(d)(1). The Issuer represents that it has exercised reasonable care to determine the accuracy of the representation
made by the Issuer in this paragraph.


 


4. Subscriber
Representations and Warranties. Subscriber represents and warrants that:


 


a. Subscriber
has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation
or formation, with the requisite entity power and authority to enter into, deliver and perform its obligations under this Subscription
Agreement.


 


b. This
Subscription Agreement has been duly authorized, executed and delivered by Subscriber. Assuming that this Subscription Agreement
constitutes the valid and binding agreement of the Issuer, this Subscription Agreement is the valid and binding obligation of Subscriber
and is enforceable against Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally,
and (ii) principles of equity, whether considered at law or equity.


 


c. The
execution and delivery by Subscriber of this Subscription Agreement, and the performance by Subscriber of its obligations under
this Subscription Agreement, including the purchase of the Acquired Shares and the consummation of the other transactions contemplated
herein, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default
under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber
pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument
to which Subscriber is a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject;
(ii) the organizational documents of Subscriber; or (iii) any statute or any judgment, order, rule or regulation of any court or
governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any of Subscriber’s properties that,
in the case of clauses (i) and (iii), would reasonably be expected to have a material adverse effect on the legal authority of
Subscriber to comply in all material respects with the terms of this Subscription Agreement.


 


d. Subscriber,
or each of the funds managed by or affiliated with Subscriber for which Subscriber is acting as nominee, as applicable, (i) is
a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited
investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the applicable requirements
set forth on Schedule A, (ii) is acquiring the Acquired Shares only for its own account and not for the account of
others, or if Subscriber is subscribing for the Acquired Shares as a fiduciary or agent for one or more investor accounts, each
owner of such account is a “qualified institutional buyer” (as defined above) and Subscriber has full investment discretion
with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements
herein on behalf of each owner of each such account, and (iii) is not acquiring the Acquired Shares with a view to, or for offer
or sale in connection with, any distribution thereof in violation of the Securities Act. Subscriber has not taken any of the actions
set forth in, and is not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities Act. Subscriber has completed
Schedule A following the signature page hereto and the information contained therein is accurate and complete. Subscriber
is not an entity formed for the specific purpose of acquiring the Acquired Shares.


 






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e. Subscriber
understands that the Acquired Shares are being offered in a transaction not involving any public offering within the meaning of
the Securities Act and that the Acquired Shares have not been registered under the Securities Act. Subscriber understands that
the Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration
statement under the Securities Act, except (i) to the Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers
and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (iii) pursuant to Rule
144 under the Securities Act, provided that all of the applicable conditions thereof have been met or (iv) pursuant to another
applicable exemption from the registration requirements of the Securities Act, and that any certificates or book-entry records
representing the Acquired Shares shall contain a legend to such effect. Subscriber acknowledges that the Acquired Shares will not
be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Subscriber understands and agrees that it may
be required to bear the financial risk of an investment in the Acquired Shares for an indefinite period of time. Subscriber understands
that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Acquired
Shares.


 


f. Subscriber
understands and agrees that Subscriber is purchasing the Acquired Shares directly from the Issuer. Subscriber further acknowledges
that there have been no representations, warranties, covenants and agreements made to Subscriber by the Issuer or any of its officers
or directors, the Placement Agent or any of its officers, employees or representatives, Jefferies LLC, which is serving as financial
and capital markets advisor to Nuvation Bio (together with the Placement Agent, the “Agents”), or any of its
officers, employees or representatives, expressly or by implication, other than those representations, warranties, covenants and
agreements included in this Subscription Agreement.


 


g. Subscriber’s
acquisition and holding of the Acquired Shares will not constitute or result in a non-exempt prohibited transaction under section
406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or any applicable similar law.


 


h. In
making its decision to subscribe for and purchase the Acquired Shares, Subscriber represents that it has relied solely upon its
own independent investigation. Without limiting the generality of the foregoing, Subscriber has not relied on any statements or
other information provided by the Agents or any of their respective Affiliates, or any of their respective officers, directors,
employees or representatives concerning the Issuer or the Acquired Shares or the offer and sale of the Acquired Shares. Subscriber
acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in order to make an investment
decision with respect to the Acquired Shares, including with respect to the Issuer and the Transaction. Subscriber represents and
agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions,
receive such answers and obtain such information as Subscriber and such Subscriber’s professional advisor(s), if any, have
deemed necessary to make an investment decision with respect to the Acquired Shares. Subscriber has been furnished with all materials
that it considers relevant to an investment in the Acquired Shares, has had a full opportunity to ask questions of and receive
answers from the Issuer or any person or persons acting on behalf of the Issuer concerning the terms and conditions of the offering
of the Acquired Shares to Subscriber; and that Subscriber is not relying upon, and has not relied upon, any statement, representation
or warranty made by any person, including, without limitation, the Agents, except for the statements, representations and warranties
contained in this Subscription Agreement.


 


i. Subscriber
became aware of this offering of the Acquired Shares solely by means of direct contact between Subscriber and the Issuer, Nuvation
Bio, or one of the Agents, and the Acquired Shares were offered to Subscriber solely by direct contact between Subscriber and the
Issuer or one of the Agents. Subscriber did not become aware of this offering of the Acquired Shares, nor were the Acquired Shares
offered to Subscriber, by any other means. Subscriber acknowledges that the Issuer represents and warrants that the Acquired Shares
were not offered to Subscriber by any form of general solicitation or general advertising.


 






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j. Subscriber
acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Acquired Shares. Subscriber
has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment
in the Acquired Shares, and Subscriber has sought such accounting, legal and tax advice as Subscriber has considered necessary
to make an informed investment decision.


 


k. Subscriber
acknowledges and agrees that neither of the Agents nor any Affiliate of either of the Agents (or any officer, director, employee
or representative of any of the Agents or any Affiliate thereof) has provided Subscriber with any information or advice with respect
to the Acquired Shares nor is such information or advice necessary or desired. Subscriber acknowledges that the Agents, any Affiliate
of either of the Agents (or any officer, director, employee or representative of either of the Agents or any Affiliate thereof)
(i) have not made any representation as to the Issuer or the quality of the Acquired Shares, (ii) may have acquired non-public
information with respect to the Issuer which Subscriber agrees need not be provided to it, (iii) have made no independent investigation
with respect to the Issuer or the Acquired Shares or the accuracy, completeness or adequacy of any information supplied to Subscriber
by the Issuer, (iv) have not acted as Subscriber’s financial advisor or fiduciary in connection with the issue and purchase
of the Acquired Shares and (v) have not prepared a disclosure or offering document in connection with the offer and sale of the
Acquired Shares.


 


l. Alone,
or together with any professional advisor(s), Subscriber represents and acknowledges that Subscriber has adequately analyzed and
fully considered the risks of an investment in the Acquired Shares and determined that the Acquired Shares are a suitable investment
for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss
of Subscriber’s investment in the Issuer. Subscriber acknowledges specifically that a possibility of total loss exists.


 


m. Subscriber
understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Acquired Shares
or made any findings or determination as to the fairness of an investment in the Acquired Shares.


 


n. Subscriber
is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons, the Executive Order 13599
List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, each of which is administered by the U.S.
Treasury Department’s Office of Foreign Assets Control (“OFAC”) (collectively “OFAC Lists”),
(ii) owned or controlled by, or acting on behalf of, a person, that is named on an OFAC List, (iii) organized, incorporated,
established, located, or ordinarily resident in a country or territory that is the target of country-wide or territory-wide economic
or trade sanctions (currently Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine), (iv) a Designated National as defined
in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly
to a non-U.S. shell bank (collectively, a “Prohibited Investor”). Subscriber represents that if it is a financial
institution subject to the Bank Secrecy Act (31 U.S.C. section 5311 et seq.) (the “BSA”), as amended by the
USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT
Act”), Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the
BSA/PATRIOT Act. Subscriber also represents that, to the extent required, it maintains policies and procedures reasonably designed
to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC Lists.
Subscriber further represents and warrants that, to the extent required, it maintains policies and procedures reasonably designed
to ensure that the funds held by Subscriber and used to purchase the Acquired Shares were legally derived.


 






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o. If
Subscriber is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other arrangement
that is subject to section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in section 3(32)
of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or
other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S.
or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are
considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”) subject
to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, Subscriber represents and warrants
that (i) to its knowledge, neither Issuer, nor any of its respective Affiliates that the Issuer has disclosed to Subscriber for
purposes of determining compliance with this section (the “Transaction Parties”) has acted as the Plan’s
fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Acquired Shares, and none of
the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire,
continue to hold or transfer the Acquired Shares; (ii) the decision to invest in the Acquired Shares has been made at the recommendation
or direction of an “independent fiduciary” (“Independent Fiduciary”) within the meaning of US Code
of Federal Regulations 29 C.F.R. section 2510.3 21(c), as amended from time to time (the “Fiduciary Rule”) who
is (A) independent of the Transaction Parties; (B) is capable of evaluating investment risks independently, both in general and
with respect to particular transactions and investment strategies (within the meaning of the Fiduciary Rule); (C) is a fiduciary
(under ERISA and/or section 4975 of the Code) with respect to Subscriber’s investment in the Acquired Shares and is responsible
for exercising independent judgment in evaluating the investment in the Acquired Shares; and (D) is aware of and acknowledges that
(I) none of the Transaction Parties is undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity,
in connection with the purchaser’s or transferee’s investment in the Acquired Shares, and (II) the Transaction Parties
have a financial interest in the purchaser’s investment in the Acquired Shares on account of the fees and other remuneration
they expect to receive in connection with transactions contemplated hereunder.


 


p. Subscriber
will have at the Closing sufficient funds to pay the Purchase Price pursuant to Section 2(a).


 


5. Additional
Subscriber Agreement. Subscriber hereby agrees that neither Subscriber nor any person or entity acting on its behalf or pursuant
to any understanding with it will engage in any Short Sales with respect to the Acquired Shares during the period from the date
of this Subscription Agreement until the Closing (or such earlier termination of this Subscription Agreement pursuant to its terms).
For purposes of this Section 5, “Short Sales” shall include, without limitation, all “short sales”
as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges
(other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options,
puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S.
broker dealers or foreign regulated brokers. Notwithstanding the foregoing, (i) nothing herein shall prohibit other entities under
common management with Subscriber that have no knowledge of this Subscription Agreement or of Subscriber’s participation
in the Transaction (including Subscriber’s controlled affiliates and/or affiliates) from entering into any Short Sales and
(ii) in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate
portions of such Subscriber’s assets and the portfolio managers have no knowledge of the investment decisions made by the
portfolio managers managing other portions of such Subscriber’s assets, the representation set forth above shall only apply
with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Acquired
Shares covered by this Subscription Agreement.


 






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6. Registration
Rights.


 


a. The
Issuer agrees that, within thirty (30) calendar days after the consummation of the Transaction (the “Filing Date”),
the Issuer will file with the Commission (at the Issuer’s sole cost and expense) a registration statement registering the
resale of the Acquired Shares (the “Registration Statement”), and the Issuer shall use its commercially reasonable
efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than
the earlier of (i) the 60th calendar day (or 90th calendar day if the Commission notifies the Issuer that it will “review”
the Registration Statement) following the Closing and (ii) the 10th business day after the date the Issuer 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 earlier date, the “Effectiveness Date”); provided, however,
that the Issuer’s obligations to include the Acquired Shares in the Registration Statement are contingent upon Subscriber
furnishing in writing to the Issuer such information regarding Subscriber, the securities of the Issuer held by Subscriber and
the intended method of disposition of the Acquired Shares as shall be reasonably requested by the Issuer to effect the registration
of the Acquired Shares, and Subscriber shall execute such documents in connection with such registration as the Issuer may reasonably
request that are customary of a selling stockholder in similar situations, including providing that the Issuer shall be entitled
to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period
or as permitted hereunder. For purposes of clarification, any failure by the Issuer to file the Registration Statement by the Filing
Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the Issuer of its obligations
to file or effect the Registration Statement as set forth above in this Section 6. The Issuer will provide a draft of the
Registration Statement to Subscriber for review at least two (2) business days in advance of filing the Registration Statement.
In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the Commission;
provided, that if the Commission requests that a Subscriber be identified as a statutory underwriter in the Registration
Statement, Subscriber will have the opportunity to withdraw from the Registration Statement. Notwithstanding the foregoing, if
the Commission prevents the Issuer from including any or all of the Class A Shares proposed to be registered under the Registration
Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Class A Shares by Subscriber and
the relevant Other Subscribers or otherwise, such Registration Statement shall register for resale such number of Class A Shares
which is equal to the maximum number of Class A Shares as is permitted by the Commission. In such event, the number of Class A
Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such
selling stockholders. In the event the Commission informs the Issuer that all of such Class A Shares cannot, as a result of the
application of Rule 415 of the Securities Act, be registered for resale on the Registration Statement, the Issuer agrees to promptly
inform Subscriber thereof and use its commercially reasonable efforts to file amendments to the Registration Statement as required
by the Commission, covering the maximum number of Class A Shares permitted to be registered by the Commission, on Form S-1 or such
other form available to register for resale such shares as a secondary offering.


 


b. In
the case of the registration, qualification, exemption or compliance effected by the Issuer pursuant to this Subscription Agreement,
the Issuer shall, upon reasonable request, inform Subscriber as to the status of such registration, qualification, exemption and
compliance. At its expense the Issuer shall:


 


(i) except
for such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement,
use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities
laws which the Issuer determines to obtain, continuously effective with respect to Subscriber, and to keep the applicable Registration
Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of
the following: (i) Subscriber ceases to hold any Acquired Shares or (ii) the date all Acquired Shares held by Subscriber may be
sold without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions which may be
applicable to Affiliates under Rule 144 and without the requirement for the Issuer to be in compliance with the current public
information required under Rule 144(c)(1) or Rule 144(i)(2), as applicable, and (iii) three (3) years from the effective date of
the Registration Statement.


 






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(ii) advise
Subscriber within five (5) business days:


 


(1) when
a Registration Statement or any amendment thereto has been filed with the Commission and when such Registration Statement or any
post-effective amendment thereto has become effective;


 


(2) of
any request by the Commission for amendments or supplements to any Registration Statement or the prospectus included therein or
for additional information;


 


(3) of
the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of
any proceedings for such purpose;


 


(4) of
the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Acquired Shares included
therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and


 


(5) subject
to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any
Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state
a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the
light of the circumstances under which they were made) not misleading.


 


Notwithstanding anything
to the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with any
material, nonpublic information regarding the Issuer other than to the extent that providing notice to Subscriber of the occurrence
of the events listed in (1) through (5) above constitutes material, nonpublic information regarding the Issuer;


 


(iii) use
its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement
as soon as reasonably practicable;


 


(iv) upon
the occurrence of any event contemplated above, except for such times as the Issuer is permitted hereunder to suspend, and has
suspended, the use of a prospectus forming part of a Registration Statement, the Issuer shall use its commercially reasonable efforts
to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related
prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Acquired Shares included
therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading;


 


(v) use
its commercially reasonable efforts to cause all Acquired Shares to be listed on each securities exchange or market, if any, on
which the Class A Shares issued by the Issuer have been listed;


 


(vi) use
its commercially reasonable efforts (i) to take all other steps necessary to effect the registration of the Acquired Shares contemplated
hereby and (ii) to file all reports and other materials required to be filed by the Exchange Act so long as the Issuer remains
subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule
144 to enable Subscriber to sell the Acquired Shares under Rule 144; and


 






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(vii) cause
the Issuer’s transfer agent to remove the legend set forth above in Section 2(b), at Subscriber’s request, when the
Acquired Shares are sold pursuant to Rule 144 under the Securities Act or the Registration Statement or may be sold without restriction
under Rule 144. In connection therewith, if required by the Issuer’s transfer agent, the Issuer will promptly cause an opinion
of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and
directions required by the transfer agent that authorize and direct the transfer agent to issue such Acquired Shares without any
such legend.


 


c. Notwithstanding
anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay or postpone the effectiveness of
the Registration Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend
the effectiveness thereof, if the negotiation or consummation of a transaction by the Issuer or its subsidiaries is pending or
an event has occurred, which negotiation, consummation or event the Issuer’s board of directors reasonably believes, upon
the advice of legal counsel, would require additional disclosure by the Issuer in the Registration Statement of material information
that the Issuer has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement
would be expected, in the reasonable determination of the Issuer’s board of directors, upon the advice of legal counsel,
to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension
Event”); provided, however, that the Issuer may not delay or suspend the Registration Statement on more
than two occasions or for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each
case during any twelve-month period. Upon receipt of any written notice from the Issuer of the happening of any Suspension Event
during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement
or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the
prospectus) not misleading, Subscriber agrees that (i) it will immediately discontinue offers and sales of the Acquired Shares
under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until Subscriber
receives copies of a supplemental or amended prospectus (which the Issuer agrees to promptly prepare) that corrects the misstatement(s)
or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise
notified by the Issuer that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information
included in such written notice delivered by the Issuer unless otherwise required by law or subpoena. If so directed by the Issuer,
Subscriber will deliver to the Issuer or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering
the Acquired Shares in Subscriber’s possession; provided, however, that this obligation to deliver or destroy
all copies of the prospectus covering the Acquired Shares shall not apply (i) to the extent Subscriber is required to retain a
copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements
or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival
servers as a result of automatic data back-up.


 


d. Subscriber
may deliver written notice (an “Opt-Out Notice”) to the Issuer requesting that Subscriber not receive notices
from the Issuer otherwise required by this Section 6; provided, however, that Subscriber may later revoke
any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from Subscriber (unless subsequently revoked), (i) the
Issuer shall not deliver any such notices to Subscriber and Subscriber shall no longer be entitled to the rights associated with
any such notice and (ii) each time prior to Subscriber’s intended use of an effective Registration Statement, Subscriber
will notify the Issuer in writing at least two (2) business days in advance of such intended use, and if a notice of a Suspension
Event was previously delivered (or would have been delivered but for the provisions of this Section 6(d)) and the related
suspension period remains in effect, the Issuer will so notify Subscriber, within one (1) business day of Subscriber’s notification
to the Issuer, by delivering to Subscriber a copy of such previous notice of Suspension Event, and thereafter will provide Subscriber
with the related notice of the conclusion of such Suspension Event immediately upon its availability.


 






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e. For
purposes of this Section 6, “Acquired Shares” shall mean, as of any date of determination, the Acquired Shares
purchased by Subscriber pursuant to this Subscription Agreement and any other equity security issued or issuable with respect to
such Acquired Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar
event, and “Subscriber” shall include any person to whom the rights under this Section 6 shall have been duly assigned.


 


f. Issuer
shall indemnify Subscriber (to the extent a seller under the Registration Statement), its officers, directors, partners, members,
managers, employees, stockholders, advisers and agents, and each person who controls Subscriber (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, from and against
any and all losses, claims, damages, liabilities, costs (including reasonable attorneys’ fees) and expenses (collectively,
“Losses”), as incurred, that arise out of or are based upon any untrue or alleged untrue statement of a material
fact contained in the Registration Statement (or incorporated by reference therein), any prospectus included in the Registration
Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out
of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make
the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading, except to the extent, that such untrue statements or alleged untrue statements or omissions
or alleged omissions, are based upon information regarding Subscriber furnished in writing to Issuer by Subscriber expressly for
use therein.


 


g. Subscriber
shall indemnify and hold harmless the Issuer, its directors, officers, agents and employees, and each person who controls the Issuer
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), to the fullest extent permitted by
applicable law, from and against all Losses, as incurred, that arise out of or are based upon any untrue or alleged untrue statement
of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement, or any form
of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any
omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein
(in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they
were made) not misleading to the extent, but only to the extent, that such untrue statements or alleged untrue statements, or omissions,
or alleged omissions, are based upon information regarding Subscriber furnished in writing to the Issuer by Subscriber expressly
for use therein. In no event shall the liability of Subscriber exceed the net proceeds received by Subscriber upon the sale of
the Acquired Shares giving rise to such indemnification obligation. Subscriber shall notify the Issuer promptly of the institution,
threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 6 of which
Subscriber is aware.


 


h. If
the indemnification provided under this Section 6 from the indemnifying party is unavailable or insufficient to hold harmless an
indemnified party in respect of any losses, claims, damages, liabilities and 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 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 relates to information supplied by, 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.
The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be subject to the
limitations set forth in this Section 6 and deemed to include any legal or other fees, charges or expenses reasonably incurred
by such party in connection with any investigation or proceeding. 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 Section 6 from any person who
was not guilty of such fraudulent misrepresentation. Each indemnifying party’s obligation to make a contribution pursuant
to this Section 6(h) shall be individual, not joint and several, and in no event shall the liability of Subscriber hereunder
exceed the net proceeds received by Subscriber upon the sale of the Acquired Shares giving rise to such indemnification obligation.


 






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7. Termination.
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the
parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to
occur of (a) such date and time as the Merger Agreement is terminated in accordance with the terms therein, (b) upon the mutual
written agreement of each of the parties hereto to terminate this Subscription Agreement, (c) if any of the conditions to Closing
set forth in Section 2(c) are not satisfied on or prior to the Closing Date and, as a result thereof, the transactions contemplated
by this Subscription Agreement are not consummated at the Closing or (d) on or after the date that is 180 days after the date hereof
if the Closing has not occurred on or prior to such date; provided, that nothing herein will relieve any party from liability
for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity
to recover losses, liabilities or damages arising from such breach. The Issuer shall promptly notify Subscriber of the termination
of the Merger Agreement promptly after the termination of such agreement.


 


8. Trust
Account Waiver. Subscriber acknowledges that the Issuer is a blank check company with the powers and privileges to effect a
merger, asset acquisition, reorganization or similar business combination involving the Issuer and one or more businesses or assets.
Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering dated
June 30, 2020 (the “Prospectus”), available at www.sec.gov, substantially all of the Issuer’s assets consist
of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and substantially
all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Issuer,
its public stockholders and the underwriters of the Issuer’s initial public offering. Except with respect to interest earned
on the funds held in the Trust Account that may be released to the Issuer to pay its tax obligations, if any, the cash in the Trust
Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of the Issuer entering into
this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself and
its representatives, hereby irrevocable waives any and all right, title and interest, or any claim of any kind they have or may
have in the future arising out of this Subscription Agreement, in or to any monies held in the Trust Account, and agrees not to
seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement; provided, however,
that nothing in this Section 8 shall be deemed to limit any Subscriber’s right, title, interest or claim to the Trust
Account by virtue of such Subscriber’s record or beneficial ownership of securities of the Issuer acquired by any means other
than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities
of the Issuer.


 


9. Exculpation
of Agents.  Each party hereto agrees for the express benefit of each of the Agents and their respective affiliates and
their respective representatives that neither of the Agents nor any of their respective affiliates or any of their respective representatives
(a) has any duties or obligations to Subscriber in connection with the transactions contemplated hereby; (b) shall be liable for
any improper payment made in accordance with the information provided by the Issuer or Nuvation Bio; (c) makes any representation
or warranty, or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or
documentation delivered by or on behalf of the Issuer or Nuvation Bio pursuant to this Subscription Agreement or the transactions
contemplated hereby; or (d) shall be liable (i) for any action taken, suffered or omitted by any of them in good faith and reasonably
believed to be authorized or within the discretion or rights or powers conferred upon it by this Subscription Agreement or any
other agreement related to the transactions contemplated hereby or (ii) for anything which any of them may do or refrain from doing
in connection with this Subscription Agreement or the transactions contemplated hereby, except, in each case, for such party’s
own gross negligence, willful misconduct or bad faith.


 






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10. Miscellaneous.


 


a. Each
party hereto acknowledges that the other party hereto, the Agents and others will rely on the acknowledgments, understandings,
agreements, representations and warranties contained in this Subscription Agreement. Prior to the Closing, each party hereto agrees
to promptly notify the other party hereto if any of the acknowledgments, understandings, agreements, representations and warranties
made by such party as set forth herein are no longer accurate in all material respects. Subscriber further acknowledges and agrees
that each of the Agents is a third-party beneficiary of the representations and warranties of Subscriber contained in Section
4.


 


b. Each
of the Issuer and Subscriber is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this
Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with
respect to the matters covered hereby.


 


c. Notwithstanding
anything to the contrary in this Subscription Agreement, prior to the Closing, Subscriber may transfer or assign all or a portion
of its rights under this Subscription Agreement; provided, that, such transferee or assignee agrees in writing to be bound
by and subject to the terms and conditions of this Subscription Agreement, makes the representations and warranties in Section
4 and completes Schedule A hereto. In the event of such a transfer or assignment, Subscriber shall update Schedule
B to provide the information required therein.


 


d. All
the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.


 


e. The
Issuer may request from Subscriber such additional information as the Issuer may reasonably deem necessary to evaluate the eligibility
of Subscriber to acquire the Acquired Shares, and Subscriber shall promptly provide such information as may be reasonably requested,
to the extent readily available and to the extent consistent with its internal policies and procedures; provided, that the
Issuer agrees to keep any such information provided by Subscriber confidential.


 


f. This
Subscription Agreement may not be modified, waived or terminated except by an instrument in writing, signed by the party against
whom enforcement of such modification, waiver, or termination is sought.


 


g. This
Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations
and warranties, both written and oral, among the parties, with respect to the subject matter hereof.


 


h. Except
as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto
and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations,
warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors,
administrators, successors, legal representatives and permitted assigns.


 






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i. If
any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue
in full force and effect. The parties hereto shall execute and deliver all such further instruments and documents and take all
such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment
of the agreements herein contained.


 


j. This
Subscription Agreement may be executed in two (2) or more counterparts (including by facsimile transmission, by e-mail delivery
of a “.pdf” format data file or by other electronic means), all of which shall be considered one and the same agreement
and shall become effective when signed by each of the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.


 


k. Each
party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.


 


l. Notices.
Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or telecopied,
sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be
deemed to be given and received (a) when so delivered personally, (b) upon receipt of an appropriate electronic answerback or confirmation
when so delivered by telecopy (to such number specified below or another number or numbers as such person may subsequently designate
by notice given hereunder), (c) when sent, if sent on a business day prior to 5:00 p.m. New York City time, with no mail undeliverable
or other rejection notice, if sent by email, or on the business day following the day when sent, if sent on a day that is not a
business day or after 5:00 p.m. New York City time on a business day, with no mail undeliverable or other rejection notice, if
sent by email, or (d) five (5) business days after the date of mailing to the address below or to such other address or addresses
as such person may hereafter designate by notice given hereunder:


 


		(i)	if to Subscriber, to such address or addresses set forth
on the signature page hereto;



 


		(ii)	if to the Issuer, to:



 


Panacea Acquisition Corp.


357 Tehama St, Floor 3

San Francisco, CA 94103


Attn: Scott Perlen

Email: panacea@ecor1cap.com


 


with a required copy to (which copy shall not constitute
notice):


 


Skadden, Arps, Slate, Meagher & Flom LLP


525 University Avenue, Suite 1400

Palo Alto, CA 94301


Attn: Michael Mies

Email: michael.mies@skadden.com; and


 


		(iii)	if to the Agents, to:



 


Cowen and Company, LLC


599 Lexington Avenue, 20th Floor


New York, NY 10022

Attn: General Counsel


 






    17


     


    

 


Jefferies LLC

520 Madison Avenue


New York, NY 10022


Attn: General Counsel


with a required copy to (which copy shall not constitute
notice):


 


Greenberg Traurig, LLP


1750 Tysons Blvd., Suite 1000


McLean, VA 22102


Attention: Jason Simon


Email: simonj@gtlaw.com


 


m. This
Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription Agreement
(whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement
of this Subscription Agreement, shall be governed by and construed in accordance with the laws of the State of New York, without
giving effect to the principles of conflicts of law thereof.


 


THE PARTIES HERETO
IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, THE
SUPREME COURT OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF NEW YORK
IN NEW YORK COUNTY SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT AND
THE DOCUMENTS REFERRED TO IN THIS SUBSCRIPTION AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE,
AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT
THAT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR
THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS SUBSCRIPTION AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY
SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE
HEARD AND DETERMINED BY SUCH A NEW YORK STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION
OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN
CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 10(l) OR IN SUCH OTHER MANNER AS MAY BE
PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.


 






    18


     


    

 


EACH PARTY ACKNOWLEDGES
AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT
SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING
WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 10(m).


 


n. The
Issuer shall, by 9:00 a.m., New York City time, on the first (1st) business day immediately following the date of this Subscription
Agreement, issue one or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure
Document”) disclosing all material terms of the transactions contemplated hereby, the Transaction, and any other material,
nonpublic information that the Issuer has provided to Subscriber at any time prior to the filing of the Disclosure Document. From
and after the issuance of the Disclosure Document, to the Issuer’s knowledge, Subscriber shall not be in possession of any
material, nonpublic information received from the Issuer or any of its officers, directors or employees. Notwithstanding anything
in this Subscription Agreement to the contrary, the Issuer shall not publicly disclose the name of Subscriber or any of its Affiliates
or investment advisers, or include the name of Subscriber or any of its Affiliates or investment advisers in any press release
or in any filing with the Commission or any regulatory agency or trading market, without the prior written consent of Subscriber,
except (i) as required by the federal securities law in connection with the Registration Statement, (ii) the filing of this Subscription
Agreement (or a form of this Subscription Agreement) with the Commission, (iii) the filing of the Schedule 14A and related proxy
materials to be filed by the Issuer with respect to the Transaction and (iv) to the extent such disclosure is required by law,
at the request of the Staff of the Commission or regulatory agency or under the regulations of the NYSE, in which case the Issuer
shall provide Subscriber with prior written notice of such disclosure permitted under this subclause (iv).


 


o. Remedies.
The parties agree that irreparable damage would occur if any provision of this Subscription Agreement were not performed in accordance
with the terms hereof, and accordingly, that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches
of this Subscription Agreement or to enforce specifically the performance of the terms and provisions of this Subscription Agreement
in an appropriate court of competent jurisdiction as set forth in Section 10(m), in addition to any other remedy to which any party
is entitled at law or in equity.


 


[Signature pages follow]


 




    19


     


    

 


IN WITNESS WHEREOF,
each of the Issuer and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative
as of the date set forth below.


 


	 	PANACEA ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date: _____________________, 2020


 


 


Signature Page to 


Subscription Agreement


 




     


     


    

 


	SUBSCRIBER:	 
	 	 
	Signature of Subscriber:	 
	 	 
	[SUBSCRIBER]	 
	 	 
	By:	                                                	 
	Name:	 	 
	Title:	 	 
	 	 
	Date: _______________________, 2020	 
	 	 
	Name of Subscriber:	 
	 	 
	 	 
	(Please print. Please indicate name and capacity of person signing above)	 
	 	 
	 	 
	Name in which securities are to be registered 

(if different):	 
	 	 
	Email Address:	 
	 	 
	Subscriber’s EIN: _______________	 
	 	 
	Address:	 
	 	 
	 	 
	 	 
	 	 
	 	 
	Attn: _________________________________	 
	 	 
	Telephone No.: __________________________	 
	 	 
	Facsimile No.: __________________________	 
	 	 
	Aggregate Number of Acquired Shares subscribed for:	 
	 	 
	[●]	 
	 	 
	Aggregate Purchase Price: $[●]


 


You must pay the Purchase Price by wire transfer of
United States dollars in immediately available funds to the account specified by the Issuer in the Closing Notice.


 


 


Signature Page to 


Subscription Agreement


 




     


     


    

 


SCHEDULE A

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER


 


This Schedule must be completed by
Subscriber and forms a part of the Subscription Agreement to which it is attached. Capitalized terms used and not otherwise defined
in this Schedule have the meanings given to them in the Subscription Agreement. Subscriber must check the applicable box in either
Part A or Part B below and the applicable box in Part C below.


 


		A.	QUALIFIED INSTITUTIONAL BUYER STATUS

(Please check the applicable subparagraphs):



 


Subscriber is a “qualified
institutional buyer” (as defined in Rule 144A under the Securities Act (a “QIB”)).


 


Subscriber is subscribing for the
Acquired Shares as a fiduciary or agent for one or more investor accounts, and each owner of such accounts is a QIB.


 


*** OR ***


 


		B.	INSTITUTIONAL ACCREDITED INVESTOR STATUS

(Please check the applicable subparagraphs):



 


Subscriber is an institutional “accredited investor”
(within the meaning of Rule 501(a) under the Securities Act) and has checked below the box(es) for the applicable provision under
which Subscriber qualifies as such:


 


Subscriber is an organization described
in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, a corporation, Massachusetts or similar business trust,
or partnership that was not formed for the specific purpose of acquiring the securities of the Issuer being offered in this offering,
with total assets in excess of $5,000,000.


 


Subscriber is a “private business
development company” as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.


 


Subscriber is a “bank”
as defined in Section 3(a)(2) of the Securities Act.


 


Subscriber is a “savings and
loan association” or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual
or fiduciary capacity.


 


Subscriber is a broker or dealer
registered pursuant to Section 15 of the Exchange Act.


 


Subscriber is an “insurance
company” as defined in Section 2(a)(13) of the Securities Act.


 


Subscriber is an investment company
registered under the Investment Company Act of 1940.


 


Subscriber is a “business
development company” as defined in Section 2(a)(48) of the Investment Company Act of 1940.


 


Subscriber is a “Small Business
Investment Company” licensed by the U.S. Small Business Administration under either Section 301(c) or (d) of the Small Business
Investment Act of 1958.


 






    Schedule A-1


     


    

 


Subscriber is a plan established
and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions,
for the benefit of its employees, and such plan has total assets in excess of $5,000,000.


 


Subscriber is an employee benefit
plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary,
as defined in Section 3(21) of such act, which is one of the following.


 


A bank;


 


A savings and loan association;


 


A insurance company; or


 


A registered investment adviser.


 


Subscriber is an employee benefit
plan within the meaning of the Employee Retirement Income Security Act of 1974 with total assets in excess of $5,000,000.


 


Subscriber is an employee benefit
plan within the meaning of the Employee Retirement Income Security Act of 1974 that is a self-directed plan with investment decisions
made solely by persons that are accredited investors.


 


Subscriber is a trust with total
assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered by the Issuer in this offering,
whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act.


 


*** AND ***


 


		C.	AFFILIATE STATUS

(Please check the applicable box)



SUBSCRIBER:



 


is:


 


is not:



an “affiliate” (as defined in Rule 144 under the Securities Act) of the Issuer or acting on behalf of an affiliate
of the Issuer.


 




    Schedule A-2


     


    

 


SCHEDULE B

SCHEDULE OF TRANSFERS


 


Subscriber’s Subscription was in the
amount of __________________ shares of Class A Shares. The following transfers of a portion of the Subscription have been made:


 


	Date of Transfer 

or Reduction	Transferee	Number of Transferee 

Acquired Shares 

Transferred or Reduced	Subscriber Revised 

Subscription Amount
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


Schedule B as of ______________, 20__, accepted and agreed to
as of this ____ day of ____________, 20__ by:


 


	PANACEA ACQUISITION CORP.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


	Signature of Subscriber:	 
	 	 
	[SUBSCRIBER]	 
	 	 
	By:	 	 
	 	Name: 	 
	 	Title:  	 


 


 


Schedule B-1