exv10w8






Exhibit 10.8




CLOVIS ONCOLOGY, INC.

AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION,

INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENT




     As a condition of my employment with Clovis Oncology, Inc., its subsidiaries, affiliates,
successors or assigns (together, the “Company”), and in consideration of my employment with the
Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the
following provisions of this Clovis Oncology, Inc. At-Will Employment, Confidential Information,
Invention Assignment, and Arbitration Agreement (this “Agreement”):



     1. At-Will Employment



     I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR NO SPECIFIED TERM AND
CONSTITUTES “AT-WILL” EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS
UNAUTHORIZED AND NOT VALID UNLESS IN WRITING AND SIGNED BY THE PRESIDENT OR CEO OF CLOVIS ONCOLOGY,
INC.. ACCORDINGLY, I ACKNOWLEDGE THAT MY EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME,
WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT MY OPTION OR AT THE OPTION OF THE COMPANY,
WITH OR WITHOUT NOTICE. I FURTHER ACKNOWLEDGE THAT THE COMPANY MAY MODIFY JOB TITLES, SALARIES,
AND BENEFITS FROM TIME TO TIME AS IT DEEMS NECESSARY.



     2. Confidentiality



          A. Definition of Confidential Information. I understand that “Company Confidential
Information” means information that the Company has or will develop, acquire, create, compile,
discover or own, that has value in or to the Company’s business which is not generally known and
which the Company wishes to maintain as confidential. Company Confidential Information includes
both information disclosed by the Company to me, and information developed or learned by me during
the course of my employment with Company. Company Confidential Information also includes all
information of which the unauthorized disclosure could be detrimental to the interests of Company,
whether or not such information is identified as Company Confidential Information. By example, and
without limitation, Company Confidential Information includes any and all non-public information
that relates to the actual or anticipated business and/or products, research or development of the
Company, or to the Company’s technical data, trade secrets, or know-how, including, but not limited
to, research, product plans, or other information regarding the Company’s products or services and
markets therefor, customer lists and customers (including, but not limited to, customers of the
Company on which I called or with which I may become acquainted during the term of my employment),
software, developments, inventions, processes, formulas, technology, designs, drawings,
engineering, hardware configuration information, marketing, finances, and other business
information disclosed by the Company either directly or indirectly in writing, orally or




 









 







by drawings or inspection of premises, parts, equipment, or other Company property.
Notwithstanding the foregoing, Company Confidential Information shall not include any such
information which I can establish (i) was publicly known or made generally available prior to the
time of disclosure by Company to me; (ii) becomes publicly known or made generally available after
disclosure by Company to me through no wrongful action or omission by me; or (iii) is in my
rightful possession, without confidentiality obligations, at the time of disclosure by Company as
shown by my then-contemporaneous written records. I understand that nothing in this Agreement is
intended to limit employees’ rights to discuss the terms, wages, and working conditions of their
employment, as protected by applicable law.




          B. Nonuse and Nondisclosure. I agree that during and after my employment with the Company, I
will hold in the strictest confidence, and take all reasonable precautions to prevent any
unauthorized use or disclosure of Company Confidential Information, and I will not (i) use the
Company Confidential Information for any purpose whatsoever other than for the benefit of the
Company in the course of my employment, or (ii) disclose the Company Confidential Information to
any third party without the prior written authorization of the President, CEO, or the Board of
Directors of the Company. Prior to disclosure when compelled by applicable law, I shall provide
prior written notice to the President, CEO, and General Counsel of Clovis Oncology, Inc. (as
applicable). I agree that I obtain no title to any Company Confidential Information, and that as
between Company and myself, Clovis Oncology, Inc. retains all Confidential Information as the sole
property of Clovis Oncology, Inc.. I understand that my unauthorized use or disclosure of Company
Confidential Information during my employment may lead to disciplinary action, up to and including
immediate termination and legal action by the Company. I understand that my obligations under this
Section 2.B shall continue after termination of my employment.




          C. Former Employer Confidential Information. I agree that during my employment with the
Company, I will not improperly use, disclose, or induce the Company to use any proprietary
information or trade secrets of any former employer or other person or entity with which I have an
obligation to keep in confidence. I further agree that I will not bring onto the Company’s
premises or transfer onto the Company’s technology systems any unpublished document, proprietary
information, or trade secrets belonging to any such third party unless disclosure to, and use by,
the Company has been consented to in writing by such third party.




          D. Third Party Information. I recognize that the Company has received and in the future will
receive from third parties associated with the Company, e.g., the Company’s customers, suppliers,
licensors, licensees, partners, or collaborators (“Associated Third Parties”), their confidential
or proprietary information (“Associated Third Party Confidential Information”) subject to a duty on
the Company’s part to maintain the confidentiality of such Associated Third Party Confidential
Information and to use it only for certain limited purposes. By way of example, Associated Third
Party Confidential Information may include the habits or practices of Associated Third Parties, the
technology of Associated Third Parties, requirements




Page 2 of 15









 







of Associated Third Parties, and information related to the business conducted between the Company
and such Associated Third Parties. I agree at all times during my employment with the Company and
thereafter, that I owe the Company and its Associated Third Parties a duty to hold all such
Associated Third Party Confidential Information in the strictest confidence, and not to use it or
to disclose it to any person, firm, corporation, or other third party except as necessary in
carrying out my work for the Company consistent with the Company’s agreement with such Associated
Third Parties. I further agree to comply with any and all Company policies and guidelines that may
be adopted from time to time regarding Associated Third Parties and Associated Third Party
Confidential Information. I understand that my unauthorized use or disclosure of Associated Third
Party Confidential Information or violation of any Company policies during my employment may lead
to disciplinary action, up to and including immediate termination and legal action by the Company.




     3. Ownership



          A. Assignment of Inventions. As between Company and myself, I agree that all right, title,
and interest in and to any and copyrightable material, notes, records, drawings, designs,
inventions, improvements, ideas, developments, discoveries, processes, and trade secrets conceived,
discovered, authored, invented, developed or reduced to practice by me, solely or in collaboration
with others, during the period of time I am in the employ of the Company (including during my
off-duty hours), or with the use of Company’s equipment, supplies, facilities, or Company
Confidential Information, and any copyrights, patents, trade secrets, mask work rights or other
intellectual property rights relating to the foregoing, except as
provided in Section 3.G below
(collectively, “Inventions”), are the sole property of Clovis Oncology, Inc. I also agree to
promptly make full written disclosure to Clovis Oncology, Inc. of any Inventions, and to deliver
and assign and hereby irrevocably assign fully to Clovis Oncology, Inc. all of my right, title and
interest in and to Inventions. I agree that this assignment includes a present conveyance to
Clovis Oncology, Inc. of ownership of Inventions that are not yet in existence. I further
acknowledge that all original works of authorship that are made by me (solely or jointly with
others) within the scope of and during the period of my employment with the Company and that are
protectable by copyright are “works made for hire,” as that term is defined in the United States
Copyright Act. I understand and agree that the decision whether or not to commercialize or market
any Inventions is within the Company’s sole discretion and for the Company’s sole benefit, and that
no royalty or other consideration will be due to me as a result of the Company’s efforts to
commercialize or market any such Inventions.




          B. Pre-Existing Materials. I have attached hereto as Exhibit A, a list describing all
inventions, discoveries, original works of authorship, developments, improvements, trade secrets
and other proprietary information or intellectual property rights owned by me or in which I have an
interest prior to, or separate from, my employment with the Company and which relate to the
Company’s proposed business, products, or research and development (“Prior Inventions”); or, if no
such list is attached, I represent and warrant that there are no such Prior Inventions.
Furthermore, I represent and warrant that if any Prior Inventions are included on







Page 3 of 15









 







Exhibit A, they will not materially affect my ability to perform all obligations under this
Agreement. I will inform Clovis Oncology, Inc. in writing before incorporating such Prior
Inventions into any Invention or otherwise utilizing such Prior Invention in the course of my
employment with the Company, and the Company is hereby granted a nonexclusive, royalty-free,
perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize
sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify,
adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions,
without restriction, including, without limitation, as part of or in connection with such
Invention, and to practice any method related thereto. I will not incorporate any invention,
improvement, development, concept, discovery, work of authorship or other proprietary information
owned by any third party into any Invention without Clovis Oncology, Inc.’s prior written
permission.




          C. Moral Rights. Any assignment to Clovis Oncology, Inc. of Inventions includes all rights of
attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights
throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,”
“droit moral,” or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot
be assigned under applicable law, I hereby waive and agree not to enforce any and all Moral Rights,
including, without limitation, any limitation on subsequent modification, to the extent permitted
under applicable law.




          D. Maintenance of Records. I agree to keep and maintain adequate, current, accurate, and
authentic written records of all Inventions made by me (solely or jointly with others) during the
term of my employment with the Company. The records will be in the form of notes, sketches,
drawings, electronic files, reports, or any other format that may be specified by the Company. As
between Company and myself, the records are and will be available to and remain the sole property
of Clovis Oncology, Inc. at all times.




          E. Further Assurances. I agree to assist the Company, or its designee, at the Company’s
expense, in every proper way to secure the Company’s rights in the Inventions in any and all
countries, including the disclosure to the Company of all pertinent information and data with
respect thereto, the execution of all applications, specifications, oaths, assignments, and all
other instruments that the Company shall deem proper or necessary in order to apply for, register,
obtain, maintain, defend, and enforce such rights, and in order to deliver, assign and convey to
the Company, its successors, assigns, and nominees the sole and exclusive rights, title, and
interest in and to all Inventions, and testifying in a suit or other proceeding relating to such
Inventions. I further agree that my obligations under this
Section 3.E shall continue after the
termination of this Agreement.




          F. Attorney-in-Fact. I agree that, if the Company is unable because of my unavailability,
mental or physical incapacity, or for any other reason to secure my signature with respect to any
Inventions, including, without limitation, for the purpose of applying for or pursuing any
application for any United States or foreign patents or mask work or copyright registrations
covering the Inventions assigned to Clovis Oncology, Inc. in
Section 3.A, then I







Page 4 of 15









 







hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as
my agent and attorney-in-fact, to act for and on my behalf to execute and file any papers and
oaths, and to do all other lawfully permitted acts with respect to such Inventions to further the
prosecution and issuance of patents, copyright and mask work registrations with the same legal
force and effect as if executed by me. This power of attorney shall be deemed coupled with an
interest, and shall be irrevocable.




          G. Exception to Assignments. I UNDERSTAND THAT THE PROVISIONS OF THIS AGREEMENT REQUIRING
ASSIGNMENT OF INVENTIONS TO CLOVIS ONCOLOGY, INC. DO NOT APPLY TO ANY INVENTION THAT QUALIFIES
FULLY UNDER THE PROVISIONS OF THE COLORADO LABOR CODE. I WILL ADVISE CLOVIS ONCOLOGY, INC.
PROMPTLY IN WRITING OF ANY INVENTIONS THAT I BELIEVE MEET THE CRITERIA IN THE COLORADO LABOR CODE
AND ARE NOT OTHERWISE DISCLOSED ON EXHIBIT A.




     4. Conflicting Obligations



          A. Current Obligations. I agree that during the term of my employment with the Company, I
will not engage in or undertake any other employment, occupation, consulting relationship, or
commitment that is directly related to the business in which the Company is now involved or becomes
involved or has plans to become involved, nor will I engage in any other activities that conflict
with my obligations to the Company.




          B.
Prior Relationships. Without limiting Section 4.A, I represent and warrant that I have no
other agreements, relationships, or commitments to any other person or entity that conflict with
the provisions of this Agreement, my obligations to the Company under this Agreement, or my ability
to become employed and perform the services for which I am being hired by the Company. I further
agree that if I have signed a confidentiality agreement or similar type of agreement with any
former employer or other entity, I will comply with the terms of any such agreement to the extent
that its terms are lawful under applicable law. I represent and warrant that after undertaking a
careful search (including searches of my computers, cell phones, electronic devices, and
documents), I have returned all property and confidential information belonging to all prior
employers (and/or other third parties I have performed services for in accordance with the terms of
my applicable agreement). Moreover, I agree to fully indemnify the Company, its directors,
officers, agents, employees, investors, shareholders, administrators, affiliates, divisions,
subsidiaries, predecessor and successor corporations, and assigns for all verdicts, judgments,
settlements, and other losses incurred by any of them resulting from my breach of my obligations
under any agreement with a third party to which I am a party or obligation to which I am bound, as
well as any reasonable attorneys’ fees and costs if the plaintiff is the prevailing party in such
an action, except as prohibited by law.




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     5. Return of Company Materials



          Upon separation from employment with the Company, on Company’s earlier request during my
employment, or at any time subsequent to my employment upon demand from the Company, I will
immediately deliver to Clovis Oncology, Inc., and will not keep in my possession, recreate, or
deliver to anyone else, any and all Company property, including, but not limited to, Company
Confidential Information, Associated Third Party Confidential Information, all devices and
equipment belonging to the Company (including computers, handheld electronic devices, telephone
equipment, and other electronic devices), all tangible embodiments of the Inventions, all
electronically stored information and passwords to access such property, Company credit cards,
records, data, notes, notebooks, reports, files, proposals, lists, correspondence, specifications,
drawings, blueprints, sketches, materials, photographs, charts, any other documents and property,
and reproductions of any of the foregoing items, including, without limitation, those records
maintained pursuant to Section 3.D. I also consent to an exit interview to confirm my compliance
with this Article 5.




     6. Termination Certification



     Upon separation from employment with the Company, I agree to immediately sign and deliver to
the Company the “Termination Certification” attached hereto as Exhibit B. I also agree to
keep Clovis Oncology, Inc. advised of my home and business address for a period of three (3) years
after termination of my employment with the Company, so that the Company can contact me regarding
my continuing obligations provided by this Agreement.



     7. Notification of New Employer



     In the event that I leave the employ of the Company, I hereby grant consent to notification by
the Company to my new employer about my obligations under this Agreement.



     8. Solicitation of Employees



     To the fullest extent permitted under applicable law, I agree that during my employment and
for a period of twelve (12) months immediately following the termination of my relationship with
the Company for any reason, whether voluntary or involuntary, with or without cause, I will not
directly or indirectly solicit any of the Company’s employees to leave their employment at the
Company. I agree that nothing in this Article 8 shall affect my continuing obligations under this
Agreement during and after this twelve (12) month period, including, without limitation, my
obligations under Article 2.



     9. Conflict of Interest Guidelines



     I agree to diligently adhere to all policies of the Company, including the Company’s insider
trading policies and the Company’s Conflict of Interest Guidelines. A copy of the Company’s
current Conflict of Interest Guidelines is attached as Exhibit C hereto, but I understand
that these Conflict of Interest Guidelines may be revised from time to time during my employment.



Page 6 of 15









 





     10. Representations



     Without
limiting my obligations under Section 3.E above, I agree to execute any proper oath or
verify any proper document required to carry out the terms of this Agreement. I represent and
warrant that my performance of all the terms of this Agreement will not breach any agreement to
keep in confidence information acquired by me in confidence or in trust prior to my employment by
the Company. I hereby represent and warrant that I have not entered into, and I will not enter
into, any oral or written agreement in conflict herewith.



     11. Audit



     I acknowledge that I have no reasonable expectation of privacy in any computer, technology
system, email, handheld device, telephone, voicemail, or documents that are used to conduct the
business of the Company. All information, data, and messages created, received, sent, or stored in
these systems are, at all times, the property of the Company. As such, the Company has the right
to audit and search all such items and systems, without further notice to me, to ensure that the
Company is licensed to use the software on the Company’s devices in compliance with the Company’s
software licensing policies, to ensure compliance with the Company’s policies, and for any other
business-related purposes in the Company’s sole discretion. I understand that I am not permitted
to add any unlicensed, unauthorized, or non-compliant applications to the Company’s technology
systems, including, without limitation, open source or free software not authorized by the Company,
and that I shall refrain from copying unlicensed software onto the Company’s technology systems or
using non-licensed software or websites. I understand that it is my responsibility to comply with
the Company’s policies governing use of the Company’s documents and the internet, email, telephone,
and technology systems to which I will have access in connection with my employment.



     I am aware that the Company has or may acquire software and systems that are capable of
monitoring and recording all network traffic to and from any computer I may use. The Company
reserves the right to access, review, copy, and delete any of the information, data, or messages
accessed through these systems with or without notice to me and/or in my absence. This includes,
but is not limited to, all e-mail messages sent or received, all website visits, all chat sessions,
all news group activity (including groups visited, messages read, and postings by me), and all file
transfers into and out of the Company’s internal networks. The Company further reserves the right
to retrieve previously deleted messages from e-mail or voicemail and monitor usage of the Internet,
including websites visited and any information I have downloaded. In addition, the Company may
review Internet and technology systems activity and analyze usage patterns, and may choose to
publicize this data to assure that technology systems are devoted to legitimate business purposes.



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     12. Arbitration and Equitable Relief



          A. Arbitration. IN CONSIDERATION OF MY EMPLOYMENT WITH THE COMPANY, ITS PROMISE TO ARBITRATE
ALL EMPLOYMENT-RELATED DISPUTES, AND MY RECEIPT OF THE COMPENSATION, PAY RAISES, AND OTHER BENEFITS
PAID TO ME BY THE COMPANY, AT PRESENT AND IN THE FUTURE, I AGREE THAT ANY AND ALL CONTROVERSIES,
CLAIMS, OR DISPUTES WITH ANYONE (INCLUDING THE COMPANY AND ANY EMPLOYEE, OFFICER, DIRECTOR,
SHAREHOLDER, OR BENEFIT PLAN OF THE COMPANY, IN THEIR CAPACITY AS SUCH OR OTHERWISE), WHETHER
BROUGHT ON AN INDIVIDUAL, GROUP, OR CLASS BASIS, ARISING OUT OF, RELATING TO, OR RESULTING FROM MY
EMPLOYMENT WITH THE COMPANY OR THE TERMINATION OF MY EMPLOYMENT WITH THE COMPANY, INCLUDING ANY
BREACH OF THIS AGREEMENT, SHALL BE SUBJECT TO BINDING ARBITRATION UNDER THE ARBITRATION RULES SET
FORTH IN COLORADO CODE OF CIVIL PROCEDURE (THE “ACT”), AND PURSUANT TO COLORADO LAW. THE FEDERAL
ARBITRATION ACT SHALL CONTINUE TO APPLY WITH FULL FORCE AND EFFECT NOTWITHSTANDING THE APPLICATION
OF PROCEDURAL RULES SET FORTH IN THE ACT. DISPUTES THAT I AGREE TO ARBITRATE, AND THEREBY AGREE TO
WAIVE ANY RIGHT TO A TRIAL BY JURY, INCLUDE ANY STATUTORY CLAIMS UNDER LOCAL, STATE, OR FEDERAL
LAW, INCLUDING, BUT NOT LIMITED TO, CLAIMS UNDER TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE
AMERICANS WITH DISABILITIES ACT OF 1990, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE
OLDER WORKERS BENEFIT PROTECTION ACT, THE SARBANES-OXLEY ACT, THE WORKER ADJUSTMENT AND RETRAINING
NOTIFICATION ACT, THE FAMILY AND MEDICAL LEAVE ACT, THE COLORADO LABOR CODE, CLAIMS OF HARASSMENT,
DISCRIMINATION, AND WRONGFUL TERMINATION, AND ANY STATUTORY OR COMMON LAW CLAIMS. I FURTHER
UNDERSTAND THAT THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO ANY DISPUTES THAT THE COMPANY MAY HAVE
WITH ME.




          B. Procedure. I AGREE THAT ANY ARBITRATION WILL BE ADMINISTERED BY JUDICIAL ARBITRATION &
MEDIATION SERVICES, INC. (“JAMS”), PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (THE
“JAMS RULES”). I AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO DECIDE ANY MOTIONS BROUGHT BY
ANY PARTY TO THE ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION, MOTIONS
TO DISMISS AND DEMURRERS, AND MOTIONS FOR CLASS CERTIFICATION, PRIOR TO ANY ARBITRATION HEARING. I
AGREE THAT THE ARBITRATOR SHALL ISSUE A WRITTEN DECISION ON THE MERITS. I ALSO AGREE THAT THE
ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES AVAILABLE UNDER APPLICABLE LAW, AND THAT THE
ARBITRATOR SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY
LAW. I AGREE THAT THE DECREE OR AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED AS A FINAL AND
BINDING JUDGMENT IN







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ANY COURT HAVING JURISDICTION THEREOF. I UNDERSTAND THAT THE COMPANY WILL PAY FOR ANY
ADMINISTRATIVE OR HEARING FEES CHARGED BY THE ARBITRATOR OR JAMS EXCEPT THAT I SHALL PAY ANY FILING
FEES ASSOCIATED WITH ANY ARBITRATION THAT I INITIATE, BUT ONLY SO MUCH OF THE FILING FEES AS I
WOULD HAVE INSTEAD PAID HAD I FILED A COMPLAINT IN A COURT OF LAW. I AGREE THAT THE ARBITRATOR
SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH COLORADO LAW, INCLUDING THE
COLORADO CODE OF CIVIL PROCEDURE, AND THAT THE ARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL
COLORADO LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO RULES OF CONFLICT OF LAW. TO THE EXTENT
THAT THE JAMS RULES CONFLICT WITH COLORADO LAW, COLORADO LAW SHALL TAKE PRECEDENCE. I AGREE THAT
ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED IN COLORADO.




          C. Remedy. EXCEPT AS PROVIDED BY THE ACT AND THIS AGREEMENT, ARBITRATION SHALL BE THE SOLE,
EXCLUSIVE, AND FINAL REMEDY FOR ANY DISPUTE BETWEEN ME AND THE COMPANY. ACCORDINGLY, EXCEPT AS
PROVIDED FOR BY THE ACT AND THIS AGREEMENT, NEITHER I NOR THE COMPANY WILL BE PERMITTED TO PURSUE
COURT ACTION REGARDING CLAIMS THAT ARE SUBJECT TO ARBITRATION.




          D. Administrative Relief. I UNDERSTAND THAT THIS AGREEMENT DOES NOT PROHIBIT ME FROM PURSUING
AN ADMINISTRATIVE CLAIM WITH A LOCAL, STATE, OR FEDERAL ADMINISTRATIVE BODY OR GOVERNMENT AGENCY
THAT IS AUTHORIZED TO ENFORCE OR ADMINISTER LAWS RELATED TO EMPLOYMENT, INCLUDING, BUT NOT LIMITED
TO, THE DEPARTMENT OF FAIR EMPLOYMENT AND HOUSING, THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION, THE
NATIONAL LABOR RELATIONS BOARD, OR THE WORKERS’ COMPENSATION BOARD. THIS AGREEMENT DOES, HOWEVER,
PRECLUDE ME FROM PURSUING COURT ACTION REGARDING ANY SUCH CLAIM, EXCEPT AS PERMITTED BY LAW.




          E. Voluntary Nature of Agreement. I ACKNOWLEDGE AND AGREE THAT I AM EXECUTING THIS AGREEMENT
VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE BY THE COMPANY OR ANYONE ELSE. I FURTHER
ACKNOWLEDGE AND AGREE THAT I HAVE CAREFULLY READ THIS AGREEMENT AND THAT I HAVE ASKED ANY QUESTIONS
NEEDED FOR ME TO UNDERSTAND THE TERMS, CONSEQUENCES, AND BINDING EFFECT OF THIS AGREEMENT AND FULLY
UNDERSTAND IT, INCLUDING THAT I AM WAIVING MY RIGHT TO A JURY TRIAL. FINALLY, I AGREE THAT I HAVE
BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF MY CHOICE BEFORE SIGNING THIS
AGREEMENT.







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     13. Miscellaneous



          A. Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by the
laws of the State of Colorado without regard to Colorado’s conflicts of law rules that may result
in the application of the laws of any jurisdiction other than Colorado. To the extent that any
lawsuit is permitted under this Agreement, I hereby expressly consent to the personal and exclusive
jurisdiction and venue of the state and federal courts located in Colorado for any lawsuit filed
against me by the Company.




          B. Assignability. This Agreement will be binding upon my heirs, executors, assigns,
administrators, and other legal representatives, and will be for the benefit of the Company, its
successors, and its assigns. There are no intended third-party beneficiaries to this Agreement,
except as may be expressly otherwise stated. Notwithstanding anything to the contrary herein,
Clovis Oncology, Inc. may assign this Agreement and its rights and obligations under this Agreement
to any successor to all or substantially all of Clovis Oncology, Inc.’s relevant assets, whether by
merger, consolidation, reorganization, reincorporation, sale of assets or stock, or otherwise.




          C. Entire Agreement. This Agreement, together with the Exhibits herein and any executed
written offer letter between me and the Company, to the extent such materials are not in conflict
with this Agreement, sets forth the entire agreement and understanding between the Company and me
with respect to the subject matter herein and supersedes all prior written and oral agreements,
discussions, or representations between us, including, but not limited to, any representations made
during my interview(s) or relocation negotiations. I represent and warrant that I am not relying
on any statement or representation not contained in this Agreement. Any subsequent change or
changes in my duties, salary, or compensation will not affect the validity or scope of this
Agreement.




          D. Headings. Headings are used in this Agreement for reference only and shall not be
considered when interpreting this Agreement.




          E. Severability. If a court or other body of competent jurisdiction finds, or the Parties
mutually believe, any provision of this Agreement, or portion thereof, to be invalid or
unenforceable, such provision will be enforced to the maximum extent permissible so as to effect
the intent of the Parties, and the remainder of this Agreement will continue in full force and
effect.




          F. Modification, Waiver. No modification of or amendment to this Agreement, nor any waiver of
any rights under this Agreement, will be effective unless in a writing signed by the President or
CEO of Clovis Oncology, Inc. and me. Waiver by Clovis Oncology, Inc. of a breach of any provision
of this Agreement will not operate as a waiver of any other or subsequent breach.







Page 10 of 15









 








          G. Survivorship. The rights and obligations of the parties to this Agreement will survive
termination of my employment with the Company.




	 	 	 	 	 
	 	 	 
	Date: 5/12/09 	/s/ Patrick J. Mahaffy
 	 
	 	Signature	 
	 
	 	Patrick J. Mahaffy	 
	 	Name of Employee (typed or printed) 	 
	 	 	 



	 	 	 	 	 
	 	Witness:	 
	 	 	 
	 	 	 
	 	Signature 	 
	 	 	 
	 	 	 
	 	Name (typed or printed) 	 
	 	 	 



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EXHIBIT A




LIST OF PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP



	 	 	 	 	 
	 	 	 	 	Identifying Number or Brief
	Title	 	Date	 	Description
	
	 	
	 	






___ No inventions or improvements




___ Additional Sheets Attached




	 	 	 	 	 
	Date:  5/12/09 	Patrick J. Mahaffy	 
	 	Signature 	 
	 
	 	Patrick J. Mahaffy	 
	 	Name of Employee (typed or printed) 	 
	 	 	 
	 	 	 



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EXHIBIT B




CLOVIS ONCOLOGY, INC. TERMINATION CERTIFICATION




     This is to certify that I do not have in my possession, nor have I failed to return, any
devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings,
blueprints, sketches, materials, equipment, any other documents or property, or reproductions of
any and all aforementioned items belonging to Clovis Oncology, Inc., its subsidiaries, affiliates,
successors or assigns (together, the “Company”).



     I further certify that I have complied with all the terms of the Company’s At-Will Employment,
Confidential Information, Invention Assignment, and Arbitration Agreement signed by me, including
the reporting of any inventions and original works of authorship (as defined therein) conceived or
made by me (solely or jointly with others), as covered by that agreement.



     I further agree that, in compliance with the At-Will Employment, Confidential Information,
Invention Assignment, and Arbitration Agreement, I will preserve as confidential all Company
Confidential Information and Associated Third Party Confidential Information, including trade
secrets, confidential knowledge, data, or other proprietary information relating to products,
processes, know-how, designs, formulas, developmental or experimental work, computer programs,
databases, other original works of authorship, customer lists, business plans, financial
information, or other subject matter pertaining to any business of the Company or any of its
employees, clients, consultants, or licensees.



     I also agree that for twelve (12) months from this date, I will not directly or indirectly
solicit any of the Company’s employees to leave their employment at the Company. I agree that
nothing in this paragraph shall affect my continuing obligations under the At-Will Employment,
Confidential Information, Invention Assignment, and Arbitration Agreement during and after this
twelve (12) month period, including, without limitation, my
obligations under Article 2
(Confidentiality) thereof.



     After leaving the Company’s employment, I will be employed by
__________________________________________________ in the
position of ____________________________________________________________________.



	 	 	 	 	 
	 	 	 
	Date:
	 	 
	 	Signature 	 
	 
	 	 	 
	 	Name of Employee (typed or printed) 	 
	 	 	 
	Address for Notifications: 	 	 
	 	 	 
	 	 	 



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EXHIBIT C




CLOVIS ONCOLOGY, INC. CONFLICT OF INTEREST GUIDELINES




     It is the policy of Clovis Oncology, Inc. to conduct its affairs in strict compliance with the
letter and spirit of the law and to adhere to the highest principles of business ethics.
Accordingly, all officers, employees, and independent contractors must avoid activities that are in
conflict, or give the appearance of being in conflict, with these principles and with the interests
of the Company. The following are potentially compromising situations that must be avoided:



     1. Revealing confidential information to outsiders or misusing confidential information.
Unauthorized divulging of information is a violation of this policy whether or not for personal
gain and whether or not harm to the Company is intended. (The At-Will Employment, Confidential
Information, Invention Assignment, and Arbitration Agreement elaborates on this principle and is a
binding agreement.)



     2. Accepting or offering substantial gifts, excessive entertainment, favors, or payments that
may be deemed to constitute undue influence or otherwise be improper or embarrassing to the
Company.



     3. Participating in civic or professional organizations that might involve divulging
confidential information of the Company.



     4. Initiating or approving personnel actions affecting reward or punishment of employees or
applicants where there is a family relationship or is or appears to be a personal or social
involvement.



     5. Initiating or approving any form of personal or social harassment of employees.



     6. Investing or holding outside directorship in suppliers, customers, or competing companies,
including financial speculations, where such investment or directorship might influence in any
manner a decision or course of action of the Company.



     7. Borrowing from or lending to employees, customers, or suppliers.



     8. Acquiring real estate of interest to the Company.



     9. Improperly using or disclosing to the Company any proprietary information or trade secrets
of any former or concurrent employer or other person or entity with whom obligations of
confidentiality exist.



     10. Unlawfully discussing prices, costs, customers, sales, or markets with competing companies
or their employees.



     11. Making any unlawful agreement with distributors with respect to prices.



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     12. Improperly using or authorizing the use of any inventions that are the subject of patent
claims of any other person or entity.



     13. Engaging in any conduct that is not in the best interest of the Company.



     Each officer, employee, and independent contractor must take every necessary action to ensure
compliance with these guidelines and to bring problem areas to the attention of higher management
for review. Violations of this conflict of interest policy may result in discharge without
warning.




Page 15 of 15