exv10w23





Exhibit 10.23



CLOVIS ONCOLOGY, INC.




RESTRICTED STOCK PURCHASE AGREEMENT



     This Restricted Stock Purchase Agreement (the “Agreement”) is made as of May 12, 2009 by and
between Clovis Oncology, Inc. a Delaware corporation (the “Company”), and Patrick J. Mahaffy (the
“Purchaser”).



     In consideration of the mutual covenants and representations set forth below, the Company and
the Purchaser agree as follows:



     1. Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement, the
Company agrees to sell to the Purchaser and the Purchaser agrees to purchase from the Company on
the Closing (as defined below) 1,750,000 shares of the Company’s Common Stock, par value $0.001 per
share (the “Shares”), at a price of $0.001 per share (the “Purchase Price”), for an aggregate
purchase price of $1,750.00.



     2. Closing. The purchase and sale of the Shares shall occur at a closing (the “Closing”) to be
held on the date first set forth above, or at any other time mutually agreed upon by the Company
and the Purchaser. The Closing will take place at the principal office of the Company or at such
other place as shall be designated by the Company. At the Closing, the Purchaser shall deliver the
aggregate Purchase Price set forth above to the Company by wire transfer, check or any other method
of payment permissible under applicable law and approved by the Company’s Board of Directors (or
any combination of such methods of payment), and the Company will issue, as promptly thereafter as
practicable, a stock certificate, registered in the name of the Purchaser, reflecting the Shares.



     3. Repurchase Option.



          A. Option. In the event the Purchaser ceases to be an employee, consultant, advisor, officer
or director of the Company (a “Service Provider”) for any or no reason, including, without
limitation, by reason of the Purchaser’s death or disability (as defined in Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended (the “Code”), “Disability”), resignation or involuntary
termination, the Company shall, from such time (as determined by the Company in its discretion),
have an irrevocable, exclusive option to repurchase (the “Repurchase Option”) any Shares which have
not yet been released from the Repurchase Option (the “Unreleased Shares”), at a price per share
equal to the lesser of (x) the fair market value of the shares at the time the Repurchase Option is
exercised, as determined by the Company’s board of directors and (y) the Purchase Price (the
“Repurchase Price”). The Company may exercise its Repurchase Option as to any or all of the
Unreleased Shares at any time after the Purchaser ceases to be a Service Provider; provided,
however, that without requirement of further action on the part of either party hereto, the
Repurchase Option shall be deemed to have been automatically exercised as to all Unreleased Shares
at 5:00 p.m. (Pacific Time) as of the date that is 60 days following the date the Purchaser ceases
to be a Service Provider, unless the Company declines in writing to exercise its Repurchase Option
prior to such time.




          B. Exercise. If the Company decides not to exercise its Repurchase Option, it shall notify the
Purchaser in writing within 60 days of the date the Purchaser ceases to be a Service Provider. If
the Repurchase Option is exercised or deemed exercised, within 90 days of the date the Purchaser
ceases to be a Service Provider, the Company shall deliver payment to the Purchaser, with a copy to
the Escrow Agent (as defined in Section 8 hereof), by any of the following methods, in the
Company’s sole






 









 







discretion: (i) delivering to the Purchaser or the Purchaser’s executor a check in the amount
of the aggregate Repurchase Price, (ii) canceling an amount of the Purchaser’s indebtedness to the
Company equal to the aggregate Repurchase Price, or (iii) any combination of (i) and (ii) such that
the combined payment and cancellation of indebtedness equals the aggregate Repurchase Price.




          C. Rights upon Exercise. In the event that the Repurchase Option is exercised or deemed
exercised, the sole right and remedy of the Purchaser thereafter shall be to receive the Repurchase
Price, and in no case shall the Purchaser have any claim of ownership as to any of the Unreleased
Shares.




          D. Assignability. The Company in its sole discretion may assign all or part of the Repurchase
Option to one or more employees, officers, directors or stockholders of the Company or other
persons or organizations.




     4. Release of Shares from Repurchase Option; Vesting.



          A. Vesting. So long as the Purchaser’s continuous status as a Service Provider has not yet
terminated in each such instance, 25% of the total number of Shares shall be released from the
Repurchase Option on the date hereof, and an additional 1/48th of the remaining Shares shall be
released from the Repurchase Option on the corresponding day of each month thereafter (or if there
is no corresponding day in any such month, on the last day of such month), until all Shares have
been released on the fourth anniversary of this Agreement.




          B. Double Trigger Acceleration. In the event that the Purchaser’s continuous status as a
Service Provider is terminated by the Company without Cause (as defined below) within 6 months
after a Change of Control (as defined below), 100% of the total number of Shares that have not been
released from the Repurchase Option shall be immediately released from the Repurchase Option.




          C. “Change of Control” Definition. For purposes of this Agreement, a “Change of Control” means
either:




               (1) the acquisition of the Company by another entity by means of any transaction or series of
related transactions (including, without limitation, any reorganization, merger or consolidation or
stock transfer, but excluding any such transaction effected primarily for the purpose of changing
the domicile of the Company), unless the Company’s stockholders of record immediately prior to such
transaction or series of related transactions hold, immediately after such transaction or series of
related transactions, at least 50% of the voting power of the surviving or acquiring entity; or



               (2) a sale of all or substantially all of the assets of the Company.



          D. “Cause” Definition. For purposes of this Agreement, “Cause” means (i) the Purchaser’s
failure to perform his or her assigned duties or responsibilities as a Service Provider (other than
a failure resulting from the Purchaser’s Disability) after notice thereof from the Company
describing the Purchaser’s failure to perform such duties or responsibilities; (ii) the Purchaser
engaging in any act of dishonesty, fraud or misrepresentation; (iii) the Purchaser’s violation of
any federal or state law or regulation applicable to the business of the Company or its affiliates;
(iv) the Purchaser’s breach of any confidentiality agreement or invention assignment agreement
between the Purchaser and the Company (or any affiliate of the Company); or (v) the Purchaser being
convicted of, or entering a plea of nolo contendere to, any crime or committing any act of moral
turpitude.







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          E. Delivery of Released Shares. Subject to the provisions of Section 8, the Shares which have
been released from the Company’s Repurchase Option shall be delivered to the Purchaser at the
Purchaser’s request.




     5. Limitation on Payments.



          A. Payments Limitation. In the event that the severance and other benefits provided for in
this Agreement or otherwise payable to the Purchaser (i) constitute “parachute payments” within the
meaning of Section 280G of the Code, and (ii) would be subject to the excise tax imposed by Section
4999 of the Code (the “Excise Tax”), then the Purchaser’s benefits under this Agreement shall be
either




               (1) delivered in full, or



               (2) delivered as to such lesser extent which would result in no portion of such benefits being
subject to the Excise Tax,


whichever of the foregoing amounts, taking into account the applicable federal, state and local
income taxes and the Excise Tax, results in the receipt by the Purchaser on an after-tax basis, of
the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be
taxable under Section 4999 of the Code. Any reduction in payments and/or benefits required by this
Section 5 will occur in the following order: (1) reduction of cash payments; (2) reduction of
vesting acceleration of equity awards; and (3) reduction of other benefits paid or provided to
Purchaser. In the event that acceleration of vesting of equity awards is to be reduced, such
acceleration of vesting will be cancelled in the reverse order of the date of grant for Purchaser’s
equity awards. If two or more equity awards are granted on the same date, each award will be
reduced on a pro-rata basis. In no event will Purchaser exercise any discretion with respect to the
ordering of any reductions of payments or benefits under this Section 5.




          B. Determination. Unless the Company and the Purchaser otherwise agree in writing, any
determination required under this Section 5 shall be made in writing by the Company’s independent
public accountants or a national “Big Four” accounting firm selected by the Company (the
“Accountants”), whose determination shall be conclusive and binding upon the Purchaser and the
Company for all purposes. For purposes of making the calculations required by this Section 5, the
Accountants may make reasonable assumptions and approximations concerning applicable taxes and may
rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999
of the Code. The Company and the Purchaser shall furnish to the Accountants such information and
documents as the Accountants may reasonably request in order to make a determination under this
Section 5. The Company shall bear all costs the Accountants may reasonably incur in connection with
any calculations contemplated by this Section 5.




     6. Restrictions on Transfer.



          A. Investment Representations and Legend Requirements. The Purchaser hereby makes the
investment representations listed on Exhibit A to the Company as of the date of this Agreement and
as of the date of the Closing, and agrees that such representations are incorporated into this
Agreement by this reference, such that the Company may rely on them in issuing the Shares. The
Purchaser understands and agrees that the Company shall cause the legends set forth below, or
substantially equivalent legends, to be placed upon any certificate(s) evidencing ownership of the
Shares,






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together with any other legends that may be required by the Company or by applicable state or
federal securities laws:





THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO
THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT.




THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, A LOCK-UP PERIOD IN
THE EVENT OF A PUBLIC OFFERING AND A REPURCHASE OPTION HELD BY
THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK
PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE
SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE
ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL, LOCK-UP
PERIOD AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES.



          B. Stop-Transfer Notices. The Purchaser agrees that to ensure compliance with the restrictions
referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer
agent, if any, and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.




          C. Refusal to Transfer. The Company shall not be required (i) to transfer on its books any
Shares that have been sold or otherwise transferred in violation of any of the provisions of this
Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends
to any purchaser or other transferee to whom such Shares shall have been so transferred.




          D. Lock-Up Period. The Purchaser hereby agrees that the Purchaser shall not sell, offer,
pledge, contract to sell, grant any option or contract to purchase, purchase any option or contract
to sell, grant any right or warrant to purchase, lend or otherwise transfer or encumber, directly
or indirectly, any Shares or other securities of the Company, nor shall the Purchaser enter into
any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of any Shares or other securities of the Company, during the
period from the filing of the first registration statement of the Company filed under the
Securities Act of 1933, as amended (the “Securities Act”), that includes securities to be sold on
behalf of the Company to the public in an underwritten public offering under the Securities Act
through the end of the 180-day period following the effective date of such registration statement
(or such other period as may be requested by the Company or the underwriters to accommodate
regulatory restrictions on (i) the publication or other distribution of research reports and (ii)
analyst recommendations and opinions, including, but not limited to, the restrictions contained in
NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto).
The Purchaser further agrees, if so requested by the Company or any representative of its
underwriters, to enter into such underwriter’s standard form of “lockup” or “market standoff”
agreement in a form






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satisfactory to the Company and such underwriter. The Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restrictions until the end of any
such restriction period.




          E. Unreleased Shares. No Unreleased Shares subject to the Repurchase Option contained in
Section 3 of this Agreement, nor any beneficial interest in such Shares, shall be sold, gifted,
transferred, encumbered or otherwise disposed of in any way (whether by operation of law or
otherwise) by the Purchaser, other than as expressly permitted or required by Section 3.




          F. Released Shares. No Shares purchased pursuant to this Agreement, nor any beneficial
interest in such Shares, shall be sold, transferred, encumbered or otherwise disposed of in any way
(whether by operation of law or otherwise) by the Purchaser or any subsequent transferee, other
than in compliance with the Company’s right of first refusal provisions contained in Section 7 of
this Agreement.




     7. Company’s Right of First Refusal. Before any Shares acquired by the Purchaser pursuant to
this Agreement (or any beneficial interest in such Shares) may be sold, transferred, encumbered or
otherwise disposed of in any way (whether by operation of law or otherwise) by the Purchaser or any
subsequent transferee (each a “Holder”), such Holder must first offer such Shares or beneficial
interest to the Company and/or its assignee(s) as follows:



          A. Notice of Proposed Transfer. The Holder shall deliver to the Company a written notice
stating: (i) the Holder’s bona fide intention to sell or otherwise transfer the Shares; (ii) the
name of each proposed transferee; (iii) the number of Shares to be transferred to each proposed
transferee; (iv) the bona fide cash price or other consideration for which the Holder proposes to
transfer the Shares; and (v) that by delivering the notice, the Holder offers all such Shares to
the Company and/or its assignee(s) pursuant to this section and on the same terms described in the
notice.




          B. Exercise of Right of First Refusal. At any time within 30 days after receipt of the
Holder’s notice, the Company and/or its assignee(s) may, by giving written notice to the Holder,
elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one
or more of the proposed transferees, at the purchase price determined in accordance with Section
7.C.




          C. Purchase Price. The purchase price for the Shares purchased by the Company and/or its
assignee(s) under this section shall be the price listed in the Holder’s notice. If the price
listed in the Holder’s notice includes consideration other than cash, the cash equivalent value of
the non-cash consideration shall be determined by the Board of Directors of the Company in its sole
discretion.




          D. Payment. Payment of the purchase price shall be made, at the option of the Company and/or
its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding
indebtedness of the Holder to the Company and/or its assignee(s), or by any combination thereof
within 30 days after receipt by the Company of the Holder’s notice (or at such later date as is
called for by such notice).




          E. Holder’s Right to Transfer. If all of the Shares proposed in the notice to be transferred
to a given proposed transferee are not purchased by the Company and/or its assignee(s) as provided
in this section, then the Holder may sell or otherwise transfer such Shares to that proposed
transferee; provided that: (i) the transfer is made only on the terms provided for in the notice,
with the exception of the purchase price, which may be either the price listed in the notice or any
higher price; (ii) such transfer is consummated within 60 days after the date the notice is
delivered to the Company; (iii)





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the transfer is effected in accordance with any applicable securities laws, and if requested
by the Company, the Holder shall have delivered an opinion of counsel acceptable to the Company to
that effect; and (iv) the proposed transferee agrees in writing to receive and hold the Shares so
transferred subject to all of the provisions of this Agreement, including but not limited to this
section, and there shall be no further transfer of such Shares except in accordance with the terms
of this section. If any Shares described in a notice are not transferred to the proposed transferee
within the period provided above, then before any such Shares may be transferred, a new notice
shall be given to the Company, and the Company and/or its assignees shall again be offered the
right of first refusal described in this section.




          F. Exception for Certain Family Transfers. Notwithstanding anything to the contrary contained
elsewhere in this section, the transfer of any or all of the Shares during the Holder’s lifetime or
on the Holder’s death by will or intestacy to (i) the Holder’s spouse or domestic partner; (ii) the
Holder’s lineal descendants or antecedents, siblings, aunts, uncles, cousins, nieces and nephews
(including adoptive relationships and step relationships), and their spouses or domestic partners;
(iii) the lineal descendants or antecedents, siblings, cousins, aunts, uncles, nieces and nephews
of Holder’s spouse or domestic partner (including adoptive relationships and step relationships),
and their spouses or domestic partners; and (iv) a trust or other similar estate planning vehicle
for the benefit of the Holder or any such person, shall be exempt from the provisions of this
section; provided that, in each such case, the transferee agrees in writing to receive and hold the
Shares so transferred subject to all of the provisions of this Agreement, including but not limited
to this section, and there shall be no further transfer of such Shares except in accordance with
the terms of this section; and provided further, that without the prior written consent of the
Company, which may be withheld in the sole discretion of the Company, no more than three transfers
may be made pursuant to this section, including all transfers by the Holder and all transfers by
any transferee. For purposes of this Agreement, a person will be deemed to be a “domestic partner”
of another person if the two persons (1) reside in the same residence and plan to do so
indefinitely, (2) have resided together for at least one year, (3) are each at least 18 years of
age and mentally competent to consent to contract, (4) are not blood relatives any closer than
would prohibit legal marriage in the state in which they reside, (5) are financially
interdependent, as demonstrated to the reasonable satisfaction of the Company and (6) have each
been the sole spouse equivalent of the other for the year prior to the transfer and plan to remain
so indefinitely; provided that a person will not be considered a domestic partner if he or she is
married to another person or has any other spouse equivalent.




          G. Termination of Right of First Refusal. The right of first refusal contained in this section
shall terminate as to all Shares purchased hereunder upon the earlier of: (i) the closing date of
the first sale of Common Stock of the Company to the general public pursuant to a registration
statement filed with and declared effective by the Securities and Exchange Commission under the
Securities Act, and (ii) the closing date of a Change of Control pursuant to which the holders of
the outstanding voting securities of the Company receive securities of a class registered pursuant
to Section 12 of the Securities Exchange Act of 1934, as amended.




     8. Escrow.



          A. Deposit. As security for the faithful performance of this Agreement, the Purchaser agrees,
immediately upon receipt of the certificate(s) evidencing the Shares, to deliver such
certificate(s), together with a stock power in the form of Exhibit B attached to this Agreement,
executed by the Purchaser and by the Purchaser’s spouse, if any (with the date and number of Shares
left blank), to the Secretary of the Company or to another designee of the Company (the “Escrow
Agent”). These documents shall be held by the Escrow Agent pursuant to the Joint Escrow
Instructions of the Company





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and the Purchaser set forth in Exhibit C attached to this Agreement, which instructions are
incorporated into this Agreement by this reference, and which instructions shall also be delivered
to the Escrow Agent after the Closing.



          B. Rights in Escrow Shares. Subject to the terms hereof, the Purchaser shall have all the
rights of a stockholder with respect to such Shares while they are held in escrow, including
without limitation, the right to vote the Shares. If, from time to time during the term of the
Company’s Repurchase Option, there is (i) any stock dividend, stock split or other change in the
Shares, (ii) any dividend of cash or other property on the Shares, or (iii) any merger or sale of
all or substantially all of the assets or other acquisition of the Company, any and all new,
substituted or additional securities or cash or other consideration to which the Purchaser is
entitled by reason of the Purchaser’s ownership of the Shares shall immediately become subject to
this escrow, deposited with the Escrow Agent and included thereafter as “Shares” for purposes of
this Agreement and the Company’s Repurchase Option.




     9. Tax Consequences. The Purchaser has reviewed with the Purchaser’s own tax advisors the
federal, state, local and foreign tax consequences of this investment and the transactions
contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any
statements or representations of the Company or any of its agents. The Purchaser understands that
the Purchaser (and not the Company) shall be responsible for any tax liability that may arise as a
result of the transactions contemplated by this Agreement. The Purchaser understands that Section
83 of the Code, taxes as ordinary income the difference between the purchase price for the Shares
and the fair market value of the Shares as of the date any restrictions on the Shares lapse. In
this context, “restriction” includes the right of the Company to buy back the Shares pursuant to
the Repurchase Option. The Purchaser understands that the Purchaser may elect to be taxed at the
time the Shares are purchased rather than when and as the Repurchase Option expires by filing an
election under Section 83(b) of the Code with the IRS within 30 days from the date of purchase. THE
FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT AS EXHIBIT D AND THE
PURCHASER (AND NOT THE COMPANY OR ANY OF ITS AGENTS) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY
FILING SUCH FORM, EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS AGENTS TO MAKE THIS FILING ON
THE PURCHASER’S BEHALF.



     10. General Provisions.



          A. Choice of Law. This Agreement shall be governed by the internal substantive laws, but not
the choice of law rules, of Colorado




          B. Integration. This Agreement, including all exhibits hereto, represents the entire agreement
between the parties with respect to the purchase of the Shares by the Purchaser and supersedes and
replaces any and all prior written or oral agreements regarding the subject matter of this
Agreement including, but not limited to, any representations made during any interviews, relocation
discussions or negotiations whether written or oral.




          C. Notices. Any notice, demand, offer, request or other communication required or permitted to
be given by either the Company or the Purchaser pursuant to the terms of this Agreement shall be in
writing and shall be deemed effectively given the earlier of (i) when received, (ii) when delivered
personally, (iii) one business day after being delivered by facsimile (with receipt of appropriate
confirmation), (iv) one business day after being deposited with an overnight courier service or (v)
four days after being deposited in the U.S. mail, First Class with postage prepaid and return
receipt requested, and addressed to the parties at the addresses provided to the Company (which the
Company agrees to





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disclose to the other parties upon request) or such other address as a party may request by
notifying the other in writing.






          D. Successors. Any successor to the Company (whether direct or indirect and whether by
purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the
Company’s business and/or assets shall assume the obligations under this Agreement and agree
expressly to perform the obligations under this Agreement in the same manner and to the same extent
as the Company would be required to perform such obligations in the absence of a succession. For
all purposes under this Agreement, the term “Company” shall include any successor to the Company’s
business and/or assets which executes and delivers the assumption agreement described in this
section or which becomes bound by the terms of this Agreement by operation of law. Subject to the
restrictions on transfer set forth in this Agreement, this Agreement shall be binding upon the
Purchaser and his or her heirs, executors, administrators, successors and assigns.




          E. Assignment; Transfers. Except as set forth in this Agreement, this Agreement, and any and
all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or
sublicensed by the Purchaser without the prior written consent of the Company. Any attempt by the
Purchaser without such consent to assign, transfer, delegate or sublicense any rights, duties or
obligations that arise under this Agreement shall be void. Except as set forth in this Agreement,
any transfers in violation of any restriction upon transfer contained in any section of this
Agreement shall be void, unless such restriction is waived in accordance with the terms of this
Agreement.




          F. Waiver. Either party’s failure to enforce any provision of this Agreement shall not in any
way be construed as a waiver of any such provision, nor prevent that party from thereafter
enforcing any other provision of this Agreement. The rights granted both parties hereunder are
cumulative and shall not constitute a waiver of either party’s right to assert any other legal
remedy available to it.




          G. Purchaser Investment Representations and Further Documents. The Purchaser agrees upon
request to execute any further documents or instruments necessary or reasonably desirable in the
view of the Company to carry out the purposes or intent of this Agreement, including (but not
limited to) the applicable exhibits and attachments to this Agreement.




          H. Severability. Should any provision of this Agreement be found to be illegal or
unenforceable, the other provisions shall nevertheless remain effective and shall remain
enforceable to the greatest extent permitted by law.




          I. Rights as Stockholder. Subject to the terms and conditions of this Agreement, the Purchaser
shall have all of the rights of a stockholder of the Company with respect to the Shares from and
after the date that the Purchaser delivers a fully executed copy of this Agreement (including the
applicable exhibits and attachments to this Agreement) and full payment for the Shares to the
Company, and until such time as the Purchaser disposes of the Shares in accordance with this
Agreement. Upon such transfer, the Purchaser shall have no further rights as a holder of the Shares
so purchased except (in the case of a transfer to the Company) the right to receive payment for the
Shares so purchased in accordance with the provisions of this Agreement, and the Purchaser shall
forthwith cause the certificate(s) evidencing the Shares so purchased to be surrendered to the
Company for transfer or cancellation.




          J. Adjustment for Stock Split. All references to the number of Shares and the purchase price
of the Shares in this Agreement shall be adjusted to reflect any stock split, stock dividend or
other change in the Shares which may be made after the date of this Agreement.







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          K. Employment at Will. THE PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES
PURSUANT TO THIS AGREEMENT IS EARNED ONLY BY CONTINUING SERVICE AS A SERVICE PROVIDER AT WILL (AND
NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER). THE PURCHASER FURTHER
ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, OR FOR ANY PERIOD AT ALL, AND SHALL NOT
INTERFERE WITH THE PURCHASER’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE PURCHASER’S
RELATIONSHIP WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE OR NOTICE.




          L. Arbitration and Equitable Relief.




               (1) Arbitration. IN CONSIDERATION OF THE PROMISES IN THIS AGREEMENT, THE PURCHASER AGREES 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) ARISING OUT OF, RELATING TO, OR RESULTING FROM THIS AGREEMENT, SHALL BE SUBJECT TO
BINDING ARBITRATION UNDER COLORADO LAW. DISPUTES WHICH THE PURCHASER AGREES TO ARBITRATE, AND
THEREBY AGREES TO WAIVE ANY RIGHT TO A TRIAL BY JURY, INCLUDE ANY STATUTORY CLAIMS UNDER 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 WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT, THE
LAWS OF COLORADO, CLAIMS OF HARASSMENT, DISCRIMINATION OR WRONGFUL TERMINATION AND ANY STATUTORY
CLAIMS. THE PURCHASER FURTHER UNDERSTANDS THAT THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO ANY
DISPUTES THAT THE COMPANY MAY HAVE WITH THE PURCHASER.



               (2) Procedure. THE PURCHASER AGREES THAT ANY ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN
ARBITRATION ASSOCIATION (“AAA”) AND THAT THE NEUTRAL ARBITRATOR WILL BE SELECTED IN A MANNER
CONSISTENT WITH ITS NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES. THE PURCHASER AGREES
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 AND MOTIONS TO DISMISS AND
DEMURRERS, PRIOR TO ANY ARBITRATION HEARING. THE PURCHASER ALSO AGREES THAT THE ARBITRATOR SHALL
HAVE THE POWER TO AWARD ANY REMEDIES, INCLUDING ATTORNEYS’ FEES AND COSTS, AVAILABLE UNDER
APPLICABLE LAW. PURCHASER UNDERSTANDS THAT THE COMPANY WILL PAY FOR ANY ADMINISTRATIVE OR HEARING
FEES CHARGED BY THE ARBITRATOR OR AAA EXCEPT THAT PURCHASER SHALL PAY THE FIRST $125.00 OF ANY
FILING FEES ASSOCIATED WITH ANY ARBITRATION PURCHASER INITIATES. PURCHASER AGREES THAT THE
ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN A MANNER CONSISTENT WITH THE LAWS OF
COLORADO AND THAT TO THE EXTENT THAT THE AAA’S NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT
DISPUTES CONFLICT WITH THE LAWS OF



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COLORADO, THE RULES SHALL TAKE PRECEDENCE. THE PURCHASER AGREES THAT THE DECISION OF THE
ARBITRATOR SHALL BE IN WRITING.




               (3) Remedy. EXCEPT AS PROVIDED BY THE LAWS OF COLORADO AND THIS AGREEMENT, ARBITRATION SHALL
BE THE SOLE, EXCLUSIVE AND FINAL REMEDY FOR ANY DISPUTE BETWEEN THE PURCHASER AND THE COMPANY.
ACCORDINGLY, EXCEPT AS PROVIDED FOR BY THE LAWS OF COLORADO AND THIS AGREEMENT, NEITHER THE
PURCHASER NOR THE COMPANY WILL BE PERMITTED TO PURSUE COURT ACTION REGARDING CLAIMS THAT ARE
SUBJECT TO ARBITRATION. NOTWITHSTANDING, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO DISREGARD OR
REFUSE TO ENFORCE ANY LAWFUL COMPANY POLICY, AND THE ARBITRATOR SHALL NOT ORDER OR REQUIRE THE
COMPANY TO ADOPT A POLICY NOT OTHERWISE REQUIRED BY LAW WHICH THE COMPANY HAS NOT ADOPTED.



               (4) Availability of Injunctive Relief. BOTH PARTIES AGREE THAT ANY PARTY MAY PETITION A COURT
FOR INJUNCTIVE RELIEF AS PERMITTED BY THE LAWS OF COLORADO INCLUDING, BUT NOT LIMITED TO, WHERE
EITHER PARTY ALLEGES OR CLAIMS A VIOLATION OF ANY CONFIDENTIAL INFORMATION OR INVENTION ASSIGNMENT
AGREEMENT BETWEEN THE PURCHASER AND THE COMPANY OR ANY OTHER AGREEMENT REGARDING TRADE SECRETS,
CONFIDENTIAL INFORMATION, NONSOLICITATION OR LABOR CODE §2870. BOTH PARTIES UNDERSTAND THAT ANY
BREACH OR THREATENED BREACH OF SUCH AN AGREEMENT WILL CAUSE IRREPARABLE INJURY AND THAT MONEY
DAMAGES WILL NOT PROVIDE AN ADEQUATE REMEDY THEREFOR AND BOTH PARTIES HEREBY CONSENT TO THE
ISSUANCE OF AN INJUNCTION. IN THE EVENT EITHER PARTY SEEKS INJUNCTIVE RELIEF, THE PREVAILING PARTY
SHALL BE ENTITLED TO RECOVER REASONABLE COSTS AND ATTORNEYS’ FEES.



               (5) Administrative Relief. THE PURCHASER UNDERSTANDS THAT THIS AGREEMENT DOES NOT PROHIBIT THE
PURCHASER FROM PURSUING AN ADMINISTRATIVE CLAIM WITH A LOCAL, STATE OR FEDERAL ADMINISTRATIVE BODY
SUCH AS THE DEPARTMENT OF FAIR EMPLOYMENT AND HOUSING, THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION
OR THE WORKERS’ COMPENSATION BOARD. THIS AGREEMENT DOES, HOWEVER, PRECLUDE THE PURCHASER FROM
PURSUING COURT ACTION REGARDING ANY SUCH CLAIM.



               (6) Voluntary Nature of Agreement. THE PURCHASER ACKNOWLEDGES AND AGREES THAT THE PURCHASER IS
EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE BY THE COMPANY OR
ANYONE ELSE. THE PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THE PURCHASER HAS CAREFULLY READ
THIS AGREEMENT AND THAT THE PURCHASER HAS ASKED ANY QUESTIONS NEEDED FOR THE PURCHASER TO
UNDERSTAND THE TERMS, CONSEQUENCES AND BINDING EFFECT OF THIS AGREEMENT AND FULLY UNDERSTANDS IT,
INCLUDING THAT THE PURCHASER IS WAIVING THE PURCHASER’S RIGHT TO A JURY TRIAL. FINALLY, THE
PURCHASER AGREES THAT THE PURCHASER HAS BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF AN
ATTORNEY OF THE PURCHASER’S CHOICE BEFORE SIGNING THIS AGREEMENT.



          M. Reliance on Counsel and Advisors. The Purchaser acknowledges that Willkie Farr & Gallagher
LLP is representing only the Company in this transaction. The Purchaser acknowledges






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that he or she has had the opportunity to review this Agreement, including all attachments
hereto, and the transactions contemplated by this Agreement with his or her own legal counsel, tax
advisors and other advisors. The Purchaser is relying solely on his or her own counsel and advisors
and not on any statements or representations of the Company or its agents for legal or other advice
with respect to this investment or the transactions contemplated by this Agreement.




          N. Counterparts. This Agreement may be executed in one or more counterparts, each of which
will be deemed an original, but all of which together will constitute one and the same agreement.
Facsimile copies of signed signature pages shall be binding originals.




(signature page follows)



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     The parties represent that they have read this Agreement in its entirety, have had an
opportunity to obtain the advice of counsel prior to executing this Agreement and fully understand
this Agreement. The Purchaser agrees to notify the Company of any change in his or her address
below.



	 	 	 

	Patrick J. Mahaffy	 	
CLOVIS ONCOLOGY, INC.
	 	 	 
	/s/ Patrick J. Mahaffy
 

Signature	 	
/s/ Patrick J. Mahaffy
 

Signature
	 	 	 
	                    Patrick J. Mahaffy
 

Print Name	 	
Patrick J. Mahaffy
 

Print Name

	 	 	 
	 	 	
               Chief Executive Officer and President
 

Print Title
	 	 	 
	Address:	 	 
	 

 
	 	 
	 

 
	 	 




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EXHIBIT A




INVESTMENT REPRESENTATION STATEMENT



	 	 	 	 	 
	PURCHASER

	 	:
	 	Patrick J. Mahaffy
	 
	 	 	 	 
	COMPANY

	 	:
	 	Clovis Oncology, Inc.
	 
	 	 	 	 
	SECURITY

	 	:
	 	Common Stock
	 
	 	 	 	 
	AMOUNT

	 	:
	 	1,750,000 shares
	 
	 	 	 	 
	DATE

	 	:
	 	May __, 2009






     In connection with the purchase of the above-listed shares, I, the undersigned purchaser,
represent to the Company as follows:



     1. The Company may rely on these representations. I understand that the Company’s sale of the
shares to me has not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), because the Company believes, relying in part on my representations in this document, that
an exemption from such registration requirement is available for such sale. I understand that the
availability of this exemption depends upon the representations I am making to the Company in this
document being true and correct.



     2. I am purchasing for investment. I am purchasing the shares solely for investment purposes,
and not for further distribution. My entire legal and beneficial ownership interest in the shares
is being purchased and shall be held solely for my account, except to the extent I intend to hold
the shares jointly with my spouse. I am not a party to, and do not presently intend to enter into,
any contract or other arrangement with any other person or entity involving the resale, transfer,
grant of participation with respect to or other distribution of any of the shares. My investment
intent is not limited to my present intention to hold the shares for the minimum capital gains
period specified under any applicable tax law, for a deferred sale, for a specified increase or
decrease in the market price of the shares, or for any other fixed period in the future.



     3. I can protect my own interests. I can properly evaluate the merits and risks of an
investment in the shares and can protect my own interests in this regard, whether by reason of my
own business and financial expertise, the business and financial expertise of certain professional
advisors unaffiliated with the Company with whom I have consulted, or my preexisting business or
personal relationship with the Company or any of its officers, directors or controlling persons.



     4. I am informed about the Company. I am sufficiently aware of the Company’s business affairs
and financial condition to reach an informed and knowledgeable decision to acquire the shares. I
have had opportunity to discuss the plans, operations and financial condition of the Company with
its officers, directors or controlling persons, and have received all information I deem
appropriate for assessing the risk of an investment in the shares.



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     5. I recognize my economic risk. I realize that the purchase of the shares involves a high
degree of risk, and that the Company’s future prospects are uncertain. I am able to hold the shares
indefinitely if required, and am able to bear the loss of my entire investment in the shares.



     6. I know that the shares are restricted securities. I understand that the shares are
“restricted securities” in that the Company’s sale of the shares to me has not been registered
under the Securities Act in reliance upon an exemption for non-public offerings. In this regard, I
also understand and agree that:



          A. I must hold the shares indefinitely, unless any subsequent proposed resale by me is
registered under the Securities Act, or unless an exemption from registration is otherwise
available (such as Rule 144);




          B. the Company is under no obligation to register any subsequent proposed resale of the shares
by me; and




          C. the certificate evidencing the shares will be imprinted with a legend which prohibits the
transfer of the shares unless such transfer is registered or such registration is not required in
the opinion of counsel for the Company.




     7. I am familiar with Rule 144. I am familiar with Rule 144 adopted under the Securities Act,
which in some circumstances permits limited public resales of “restricted securities” like the
shares acquired from an issuer in a non-public offering. I understand that my ability to sell the
shares under Rule 144 in the future is uncertain, and may depend upon, among other things: (i) the
availability of certain current public information about the Company; (ii) the resale occurring
more than a specified period after my purchase and full payment (within the meaning of Rule 144)
for the shares; and (iii) if I am an affiliate of the Company (A) the sale being made in an
unsolicited “broker’s transaction”, transactions directly with a market maker or riskless principal
transactions, as those terms are defined under the Securities Exchange Act of 1934, as amended, (B)
the amount of shares being sold during any three-month period not exceeding the specified
limitations stated in Rule 144, and (C) timely filing of a notice of proposed sale on Form 144, if
applicable.



     8. I know that Rule 144 may never be available. I understand that the requirements of Rule 144
may never be met, and that the shares may never be saleable under the rule. I further understand
that at the time I wish to sell the shares, there may be no public market for the Company’s stock
upon which to make such a sale, or the current public information requirements of Rule 144 may not
be satisfied, either of which may preclude me from selling the shares under Rule 144 even if the
relevant holding period had been satisfied.



     9. I know that I am subject to further restrictions on resale. I understand that in the event
Rule 144 is not available to me, any future proposed sale of any of the shares by me will not be
possible without prior registration under the Securities Act, compliance with some other
registration exemption (which may or may not be available), or each of the following: (i) my
written notice to the Company containing detailed information regarding the proposed sale, (ii) my
providing an opinion of my counsel to the effect that such sale will not require registration, and
(iii) the Company notifying me in writing that its counsel concurs in such opinion. I understand
that neither the Company nor its counsel is obligated to provide me with any such opinion. I
understand that although Rule 144 is not exclusive, the Staff of the SEC has stated that persons
proposing to sell private placement securities other than in a registered offering or pursuant to
Rule 144 will have a substantial burden of proof in establishing that an exemption



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from registration is available for such offers or sales, and that such persons and their
respective brokers who participate in such transactions do so at their own risk.




     10. I know that I may have tax liability due to the uncertain value of the shares. I
understand that the Board of Directors believes its valuation of the shares represents a fair
appraisal of their worth, but that it remains possible that, with the benefit of hindsight, the
Internal Revenue Service may successfully assert that the value of the shares on the date of my
purchase is substantially greater than the Board’s appraisal. I understand that any additional
value ascribed to the shares by such an IRS determination will constitute ordinary income to me as
of the purchase date, and that any additional taxes and interest due as a result will be my sole
responsibility payable only by me, and that the Company need not and will not reimburse me for that
tax liability.



     11. Residence. The address of my principal residence is set forth on the signature page below.



     By signing below, I acknowledge my agreement with each of the statements contained in this
Investment Representation Statement as of the date first set forth above, and my intent for the
Company to rely on such statements in issuing the shares to me.




	 	 	 	 	 

	 
	 

	 	 	 	 

Purchaser’s Signature
	 
	 	 	 	 
	 

	 	 	 	 

Print Name
	 
	 	 	 	 
	Address of Purchaser’s principal residence:
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 






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EXHIBIT B




STOCK POWER AND ASSIGNMENT

SEPARATE FROM CERTIFICATE



     FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Purchase Agreement dated as
of ______________, the undersigned hereby sells, assigns and transfers unto
_________________________, ______________________ (______) shares of Common Stock of Clovis
Oncology, Inc., a Delaware corporation, standing in the undersigned’s name on the books of said
corporation represented by certificate number _______ delivered herewith, and does hereby
irrevocably constitute and appoint ______________________ as attorney-in-fact, with full power of
substitution, to transfer said stock on the books of said corporation.


Dated:




	 	 	 

	 

	 	 

(Signature)
	 
	 	 
	 

	 	 

(Print Name)
	 
	 	 
	 

	 	 

(Spouse’s Signature, if any)
	 
	 	 
	 

	 	 

(Print Name)






     This Assignment Separate From Certificate was executed in conjunction with the terms of a
Restricted Stock Purchase Agreement between the above assignor and the above corporation, dated as
of ____________________.



     Instruction: Please do not fill in any blanks other than the signature and name lines.



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EXHIBIT C




JOINT ESCROW INSTRUCTIONS



 





Clovis Oncology, Inc.

Attn: Corporate Secretary



Dear Secretary:




     As Escrow Agent for both Clovis Oncology, Inc., a Delaware corporation (the “Company”), and
Patrick J. Mahaffy (the “Purchaser”), you are hereby authorized and directed to hold the documents
delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the
“Agreement”), dated as of __________________, to which a copy of these Joint Escrow Instructions is
attached, in accordance with the following instructions:



     1. In the event that the Company and/or any assignee of the Company (referred to collectively
for convenience herein as the “Company”) exercises the Repurchase Option set forth in the
Agreement, the Company shall give to the Purchaser and you a written notice specifying the number
of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the
principal office of the Company. The Purchaser and the Company hereby irrevocably authorize and
direct you to close the transaction contemplated by such notice in accordance with the terms of
said notice.



     2. At the closing, you are directed (a) to date the stock assignments necessary for the
transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver
same, together with the certificate evidencing the shares of stock to be transferred, to the
Company against the simultaneous delivery to you of the purchase price (by check or such other form
of consideration mutually agreed to by the parties) for the number of shares of stock being
purchased pursuant to the exercise of the Repurchase Option.



     3. The Purchaser irrevocably authorizes the Company to deposit with you any certificates
evidencing shares of stock to be held by you hereunder and any additions and substitutions to said
shares as defined in the Agreement. The Purchaser does hereby irrevocably constitute and appoint
you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to
such securities all documents necessary or appropriate to make such securities negotiable and to
complete any transaction herein contemplated. Subject to the provisions of this paragraph 3, the
Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock
is held by you.



     Upon written request of the Purchaser after each successive one-year period from the date of
the Agreement, unless the Repurchase Option has been exercised, you will deliver to the Purchaser a
certificate or certificates representing so many shares of stock remaining in escrow as are not
then subject to the Repurchase Option.



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     4. If at the time of termination of this escrow you should have in your possession any
documents, securities, or other property belonging to the Purchaser, you shall deliver all of same
to the Purchaser and shall be discharged of all further obligations hereunder.



     5. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed
by all of the parties hereto.



     6. You shall be obligated only for the performance of such duties as are specifically set
forth herein and may rely and shall be protected in relying or refraining from acting on any
instrument reasonably believed by you to be genuine and to have been signed or presented by the
proper party or parties. You shall not be personally liable for any act you may do or omit to do
hereunder as Escrow Agent or as attorney-in-fact for the Purchaser while acting in good faith and
in the exercise of your own good judgment, and any act done or omitted by you pursuant to the
advice of your own attorneys shall be conclusive evidence of such good faith.



     7. The Company and the Purchaser hereby jointly and severally expressly agree to indemnify and
hold harmless you and your designees against any and all claims, losses, liabilities, damages,
deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of
investigation and defense incurred or suffered by you and your designees, directly or indirectly,
as a result of any of your actions or omissions or those of your designees while acting in good
faith and in the exercise of your judgment under the Agreement, these Joint Escrow Instructions,
exhibits hereto or written instructions from the Company or the Purchaser hereunder.



     8. You are hereby expressly authorized to disregard any and all warnings given by any of the
parties hereto or by any other person or corporation, excepting only orders or process of courts of
law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of
any court. In case you obey or comply with any such order, judgment or decree, you shall not be
liable to any of the parties hereto or to any other person, firm or corporation by reason of such
compliance, notwithstanding any such order, judgment or decree being subsequently reversed,
modified, annulled, set aside, vacated or found to have been entered without jurisdiction.



     9. You shall not be liable in any respect on account of the identity, authorities or rights of
the parties executing or delivering or purporting to execute or deliver the Agreement or any
documents or papers deposited or called for hereunder.



     10. You shall be entitled to employ such legal counsel and other experts as you may deem
necessary properly to advise you in connection with your obligations hereunder, may rely upon the
advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company
shall reimburse you for any such disbursements.



     11. Your responsibilities as Escrow Agent hereunder shall terminate if you shall resign by
written notice to each party. In the event of any such termination, the Company shall appoint a
successor Escrow Agent.



     12. You are expressly authorized to delegate your duties as Escrow Agent hereunder to the law
firm of Willkie Farr & Gallagher LLP, or any other law firm, which delegation, if any, may change
from time to time and shall survive your resignation as Escrow Agent.



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     13. If you reasonably require other or further instruments in connection with these Joint
Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in
furnishing such instruments.



     14. It is understood and agreed that should any dispute arise with respect to the delivery
and/or ownership or right of possession of the securities held by you hereunder, you are authorized
and directed to retain in your possession without liability to anyone all or any part of said
securities until such disputes shall have been settled either by mutual written agreement of the
parties concerned or by a final order, decree or judgment of a court of competent jurisdiction
after the time for appeal has expired and no appeal has been perfected, but you shall be under no
duty whatsoever to institute or defend any such proceedings.



     15. Any notice required or permitted hereunder shall be given in writing and shall be deemed
effectively given upon personal delivery or four days following deposit in the United States Post
Office, by registered or certified mail with postage and fees prepaid and return receipt requested,
addressed to each of the other parties thereunto entitled at the following addresses, or at such
other addresses as a party may designate by written notice to each of the other parties hereto.



	 	 	 

	COMPANY:

	 	Clovis Oncology, Inc.
	 
	 	 
	PURCHASER:

	 	Patrick J. Mahaffy
	 
	 	 
	ESCROW AGENT:

	 	Corporate Secretary






     16. By signing these Joint Escrow Instructions, you become a party hereto only for the purpose
of said Joint Escrow Instructions; you do not become a party to the Agreement.



     17. This instrument shall be binding upon and inure to the benefit of the parties hereto, and
their respective successors and permitted assigns.



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	 	Very truly yours,



CLOVIS ONCOLOGY, INC.

a Delaware corporation

 	 
	 	By:  	 	 
	 	 	Print name: 	 	 
	 	 	Title:  	 	 
	 
	 	PURCHASER:



Patrick J. Mahaffy

 	 
	 	 	 
	 	(Signature) 	 
	 	 	 	 
	 





	 	 	 

	ESCROW AGENT:
	 	 
	 
	 
	 	 
	 

, Corporate Secretary
	 	 






(Signature page to Joint Escrow Instructions)



-4-









 





IF YOU WISH TO MAKE A SECTION 83(B) ELECTION, THE FILING OF SUCH ELECTION IS YOUR

RESPONSIBILITY.



-1-









 





THE FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT AS EXHIBIT D.



YOU MUST FILE THIS FORM WITHIN 30 DAYS OF PURCHASING THE SHARES.



YOU (AND NOT THE COMPANY OR ANY OF ITS AGENTS) SHALL BE SOLELY RESPONSIBLE FOR

FILING SUCH FORM WITH THE IRS, EVEN IF YOU REQUEST THE COMPANY OR ITS
AGENTS TO MAKE THIS FILING ON
YOUR BEHALF AND EVEN IF THE COMPANY OR ITS AGENTS HAVE PREVIOUSLY MADE THIS FILING ON YOUR BEHALF.



The election should be filed by mailing a signed election form by certified mail, return

receipt requested to the IRS Service Center where you file your tax returns. See <www.irs.gov>



-2-









 






EXHIBIT D




ELECTION UNDER SECTION 83(b) OF THE

INTERNAL REVENUE CODE OF 1986, AS AMENDED



     The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code
of 1986, as amended, to include in his or her gross income the amount of any compensation taxable
to him or her in connection with his or her receipt of the property described below:



     1. The name, address and taxpayer identification number of the undersigned are as follows:



	 	 	 	 	 	 	 

	  NAME OF TAXPAYER:

	 	 	 	SPOUSE:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	  TAXPAYER’S ADDRESS:
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 






	 	 	 	 	 	 	 

	  TAXPAYER ID #:

	 	 	 	SPOUSE’S ID #:	 	 
	 

	 	 
	 	 	 	 





     2. The property with respect to which the election is made is described as follows:
_________________ shares (the “Shares”) of the Common Stock of Clovis Oncology, Inc. (the
“Company”).



     3. The date on which the property was transferred is:                    .



     4. The taxable year for which the election is made is:                    .



     5. The property is subject to the following restrictions: The Shares may be repurchased by the
Company, or its assignee, upon the occurrence of certain events. This right lapses with regard to a
portion of the Shares over time.



     6. The fair market value at the time of transfer, determined without regard to any restriction
other than a restriction which by its terms will never lapse, of such property is: $[_____].



     7. The amount, if any, paid for such property: $[_____].



     The undersigned has submitted a copy of this statement to the person for whom the services
were performed in connection with the undersigned’s receipt of the above-described property. The
transferee of such property is the person performing the services in connection with the transfer
of said property.



     The undersigned understand(s) that the foregoing election may not be revoked except with the
consent of the Commissioner.



	 	 	 	 	 

	Dated:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	, Taxpayer






The undersigned spouse of taxpayer joins in this election.




	 	 	 	 	 

	Dated:
	 	 	 	 
	 

	 	 
	 	 





          Spouse of Taxpayer





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