Clovis Oncology, Inc. Sample Contracts
Clovis Oncology, Inc. 11,090,000 Shares of Common Stock (par value $0.001 per share) Underwriting AgreementUnderwriting Agreement • May 21st, 2020 • Clovis Oncology, Inc. • Pharmaceutical preparations • New York
Clovis Oncology, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to you (the “Underwriters”), an aggregate of 11,090,000 shares (the “Underwritten Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”) and, at the option of the Underwriters, up to an additional 1,663,500 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be issued and outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
Standard Contracts
CLOVIS ONCOLOGY, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of November 17, 2020 4.50% Convertible Senior Notes due 2024Indenture • November 17th, 2020 • Clovis Oncology, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of November 17, 2020, between CLOVIS ONCOLOGY, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
CLOVIS ONCOLOGY, INC. 2,000,000 Shares of Common Stock (par value $0.001 per share) Underwriting AgreementUnderwriting Agreement • December 9th, 2013 • Clovis Oncology, Inc. • Pharmaceutical preparations • New York
Certain stockholders named in Schedule 1 hereto (the “Selling Stockholders”) of Clovis Oncology, Inc., a Delaware corporation (the “Company”), propose to sell to J.P. Morgan Securities LLC (the “Underwriter”) an aggregate of 2,000,000 shares (the “Underwritten Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”) and, at the option of the Underwriter, up to an additional 300,000 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company issued and outstanding as of the date hereof are referred to herein as the “Stock”.
DISTRIBUTION AGREEMENTDistribution Agreement • August 16th, 2021 • Clovis Oncology, Inc. • Pharmaceutical preparations • New York
CLOVIS ONCOLOGY, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of April 19, 2018 1.25% Convertible Senior Notes due 2025First Supplemental Indenture • April 19th, 2018 • Clovis Oncology, Inc. • Pharmaceutical preparations • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of April 19, 2018 (“Supplemental Indenture”), by and between CLOVIS ONCOLOGY, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”), that supplements the Indenture, dated as of April 19, 2018 (the “Base Indenture”, and as amended, modified and supplemented by this Supplemental Indenture, the “Indenture”), by and between the Company and the Trustee.
CLOVIS ONCOLOGY, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of April 19, 2018Indenture • April 19th, 2018 • Clovis Oncology, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of April 19, 2018 between Clovis Oncology, Inc. (the “Company”), a Delaware corporation having its principal office at 5500 Flatiron Parkway, Suite 100, Boulder, Colorado 80301, and The Bank of New York Mellon Trust Company, N.A. with its principal office at 400 South Hope Street, Los Angeles, California 90071 (the “Trustee”). Each party agrees as follows for the benefit of each other party and for the equal and ratable benefit of the Holders of the Company’s debentures, notes or other evidences of unsecured indebtedness to be issued in one or more series (“Securities”):
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2019 • Clovis Oncology, Inc. • Pharmaceutical preparations • Colorado
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 6th day of July 2017, by and between Clovis Oncology, Inc., a Delaware corporation (the “Company”), and Paul Gross (the “Employee”).
CLOVIS ONCOLOGY, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 28th, 2019 • Clovis Oncology, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of September 9, 2016, and is between Clovis Oncology, Inc., a Delaware corporation (the “Company”), and Paul E. Gross (“Indemnitee”).
CLOVIS ONCOLOGY, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 13th, 2021 • Clovis Oncology, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of July 12, 2021, and is between Clovis Oncology, Inc., a Delaware corporation (the “Company”), and Ronit Simantov (“Indemnitee”).
CLOVIS ONCOLOGY, INC. Underwriting AgreementUnderwriting Agreement • April 19th, 2018 • Clovis Oncology, Inc. • Pharmaceutical preparations • New York
CLOVIS ONCOLOGY, INC. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • June 23rd, 2011 • Clovis Oncology, Inc. • Colorado
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 Erle T. Mast (the “Purchaser”).
CLOVIS ONCOLOGY, INC. AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENTAt-Will Employment Agreement • June 23rd, 2011 • Clovis Oncology, Inc. • Colorado
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”):
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2019 • Clovis Oncology, Inc. • Pharmaceutical preparations • Colorado
This Amendment (this “Amendment”) to the Employment Agreement is entered into as of March 14, 2019 by and between Gillian Ivers-Read (“Employee”) and Clovis Oncology, Inc. (the “Company”).
CLOVIS ONCOLOGY, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 23rd, 2011 • Clovis Oncology, Inc. • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of May 15, 2009, and is between Clovis Oncology, Inc., a Delaware corporation (the “Company”), and Thorlef Spickschen (“Indemnitee”).
CLOVIS ONCOLOGY, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of [ ], 2018Indenture • April 16th, 2018 • Clovis Oncology, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [ ], 2018 between Clovis Oncology, Inc. (the “Company”), a Delaware corporation having its principal office at 5500 Flatiron Parkway, Suite 100, Boulder, Colorado 80301, and The Bank of New York Mellon Trust Company, N.A. with its principal office at 400 South Hope Street, Los Angeles, California 90071 (the “Trustee”). Each party agrees as follows for the benefit of each other party and for the equal and ratable benefit of the Holders of the Company’s debentures, notes or other evidences of unsecured indebtedness to be issued in one or more series (“Securities”):
Amended and Restated Strategic License Agreement by and between Avila Therapeutics, Inc. and Clovis Oncology, Inc. June 16, 2011Strategic License Agreement • October 31st, 2011 • Clovis Oncology, Inc. • Pharmaceutical preparations • New York
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • June 23rd, 2011 • Clovis Oncology, Inc. • New York
This Amended and Restated License Agreement (the “Agreement”) is made and entered into effective as of November 10, 2010 (the “Effective Date”) by and between Clavis Pharma ASA, a Norwegian company (“Licensor”), and Clovis Oncology, Inc., a Delaware corporation (“Licensee”). Licensor and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CLOVIS ONCOLOGY, INC.Stock Option Agreement • June 23rd, 2011 • Clovis Oncology, Inc. • Colorado
Unless otherwise defined herein, the terms defined in the 2009 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. COMPANION DIAGNOSTICS AGREEMENT BETWEEN CLOVIS ONCOLOGY, INC. AND ROCHE MOLECULAR SYSTEMS, INC.Companion Diagnostics Agreement • October 31st, 2011 • Clovis Oncology, Inc. • Pharmaceutical preparations • Delaware
This COMPANION DIAGNOSTICS AGREEMENT (this “Agreement”) is made and entered into as of the latest date of signature below (the “Effective Date”) by and between Clovis Oncology, Inc., a Delaware corporation, having a place of business at 2525 28th Street, Suite 100, Boulder, CO 80301 (“Clovis Oncology”) and Roche Molecular Systems, Inc., a Delaware corporation having a place of business at 4300 Hacienda Drive, Pleasanton, California 94588 (“RMS”).
CLOVIS ONCOLOGY, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 29th, 2016 • Clovis Oncology, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made effective as of August 3, 2015, and is between Clovis Oncology, Inc., a Delaware corporation (the “Company”), and Lindsey Rolfe (“Indemnitee”).
RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENTRestricted Stock Unit Grant Agreement • June 4th, 2020 • Clovis Oncology, Inc. • Pharmaceutical preparations • Colorado
Clovis Oncology, Inc. (the “Company”), pursuant to its 2020 Stock Incentive Plan (the “Plan”), hereby grants to the Holder the number of Restricted Stock Units set forth below, each Restricted Stock Unit being a notional unit representing the right to receive one share of Stock. The Restricted Stock Units are subject to all of the terms and conditions set forth in this Restricted Stock Unit Grant Notice and Agreement (this “Agreement”) as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
ContractManufacturing Services Agreement • February 23rd, 2017 • Clovis Oncology, Inc. • Pharmaceutical preparations
[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST.
EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2021 • Clovis Oncology, Inc. • Pharmaceutical preparations • Colorado
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 4th day of May 2021, by and between Clovis Oncology, Inc., a Delaware corporation (the “Company”), and Thomas C. Harding (the “Employee”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2019 • Clovis Oncology, Inc. • Pharmaceutical preparations • Colorado
This Amendment (this “Amendment”) to the Employment Agreement is entered into as of March 14, 2019 by and between Paul Gross (“Employee”) and Clovis Oncology, Inc. (the “Company”).
STOCK PURCHASE AGREEMENT by and among CLOVIS ONCOLOGY, INC., EOS (ETHICAL ONCOLOGY SCIENCE) S.P.A., THE SELLERS LISTED ON EXHIBIT A HERETO, and SOFINNOVA CAPITAL V FCPR, as the SELLERS’ REPRESENTATIVE Dated as of November 19, 2013Stock Purchase Agreement • November 19th, 2013 • Clovis Oncology, Inc. • Pharmaceutical preparations • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of November 19, 2013, is entered into by and among Clovis Oncology, Inc., a Delaware corporation (“Buyer”), EOS (Ethical Oncology Science) S.p.A., an Italian corporation (the “Company”), each of the persons listed on Exhibit A hereto (each, a “Seller” and together, the “Sellers”), and Sofinnova Capital V FCPR, acting in its capacity as the Sellers’ Representative in connection with the transactions contemplated by this Agreement (the “Sellers’ Representative”) (hereafter, Buyer, the Company, each Seller and the Sellers’ Representative shall sometimes be referred to as the “Parties”).
OPTION GRANT NOTICE AND AGREEMENTOption Grant Agreement • June 4th, 2020 • Clovis Oncology, Inc. • Pharmaceutical preparations
Clovis Oncology, Inc. (the “Company”), pursuant to its 2020 Stock Incentive Plan (the “Plan”), hereby grants to the Holder the number of Options set forth below, each Option representing the right to purchase one share of Stock at the applicable Exercise Price (set forth below). The Options are subject to all of the terms and conditions set forth in this Option Grant Notice and Agreement (this “Agreement”) as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2019 • Clovis Oncology, Inc. • Pharmaceutical preparations • England and Wales
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 27th day of February 2019, by and between Clovis Oncology UK Limited (the “Employer”), Clovis Oncology, Inc. (the “Parent”) and Dr. Lindsey Rolfe (the “Employee”). For purposes of this Agreement, references to the “Company” shall be deemed to refer to the Employer and to the Parent, collectively, as well as to the Employer or the Parent, individually, in each case, as context required.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. LICENSE AGREEMENTLicense Agreement • October 31st, 2011 • Clovis Oncology, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (“Agreement”) is made effective as of the 2nd day of June, 2011 (the “Effective Date”), by and between Clovis Oncology, Inc., a corporation organized and existing under the laws of Delaware with offices at 2525 28th Street, Boulder, CO 80301 (“LICENSEE”) and PFIZER Inc., a corporation organized and existing under the laws of Delaware with offices at 235 East 42nd Street, New York, NY 10017 (“PFIZER”). LICENSEE and PFIZER may, from time-to-time, be individually referred to as a “Party” and collectively referred to as the “Parties”.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. MASTER SERVICE AGREEMENTMaster Service Agreement • August 5th, 2011 • Clovis Oncology, Inc. • Pharmaceutical preparations • Arizona
This Master Service Agreement (this “Agreement”) is effective March 23, 2010, (the “Effective Date”), between Ventana Medical Systems, Inc., 1910 E. Innovation Park Drive, Tucson, AZ 85755 United States (“Ventana”), and Clovis Oncology, Inc., 2525 28th Street, Suite 180, Boulder, CO 80301 (“Clovis”).
Strata Trial Collaboration AgreementStrata Trial Collaboration Agreement • May 4th, 2017 • Clovis Oncology, Inc. • Pharmaceutical preparations • Delaware
This Strata Trial Collaboration Agreement (the “Agreement”) is made and entered into the 30th day of January, 2017 (the “Effective Date”), by and between Clovis Oncology, Inc., a Delaware corporation (“Clovis”), having an address of 5500 Flatiron Parkway, Suite 100, Boulder, Colorado 80301, and Strata Oncology, Inc., a Delaware corporation (“Strata Oncology”), having an address of 8170 Jackson Road, Suite A, Ann Arbor, MI 48103, each a “Party” and together the “Parties.” Capitalized terms used in this Agreement have the meanings set forth in Section 1.1 of this Agreement.
OPTION GRANT NOTICE AND AGREEMENTOption Grant Agreement • October 31st, 2011 • Clovis Oncology, Inc. • Pharmaceutical preparations
Clovis Oncology, Inc. (the “Company”), pursuant to its 2011 Stock Incentive Plan (the “Plan”), hereby grants to the Holder the number of Options set forth below, each Option representing the right to purchase one share of Stock at the applicable Exercise Price (set forth below). The Options are subject to all of the terms and conditions set forth in this Option Grant Notice and Agreement (this “Agreement”) as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 19th, 2013 • Clovis Oncology, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT, dated as of November 19, 2013 (this “Agreement”), by and between Clovis Oncology, Inc., a Delaware corporation (the “Company”), EOS (Ethical Oncology Science) S.p.A., an Italian corporation (“EOS”), each of the Persons listed on Exhibit A hereto (the “Shareholders”);
FINANCING AGREEMENT dated as of May 1, 2019 among CLOVIS ONCOLOGY, INC. as Company CERTAIN SUBSIDIARIES OF COMPANY as Guarantors AND THE LENDERS FROM TIME TO TIME PARTY HERETO AND TOP IV SPV GP, LLC as Administrative AgentFinancing Agreement • May 2nd, 2019 • Clovis Oncology, Inc. • Pharmaceutical preparations • New York
This FINANCING AGREEMENT, dated as of May 1, 2019, is entered into by and among CLOVIS ONCOLOGY, INC., a Delaware corporation (“Company”), certain Subsidiaries of Company, as Guarantors, the Lenders from time to time party hereto and TOP IV SPV GP, LLC, as administrative agent for the Lenders (in such capacity, “Administrative Agent”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. LICENSE AGREEMENTLicense Agreement • June 23rd, 2011 • Clovis Oncology, Inc. • New York
THIS LICENSE AGREEMENT (“Agreement”) is made effective as of the 2nd day of June, 2011 (the “Effective Date”), by and between Clovis Oncology, Inc., a corporation organized and existing under the laws of Delaware with offices at 2525 28th Street, Boulder, CO 80301 (“LICENSEE”) and PFIZER Inc., a corporation organized and existing under the laws of Delaware with offices at 235 East 42nd Street, New York, NY 10017 (“PFIZER”). LICENSEE and PFIZER may, from time-to-time, be individually referred to as a “Party” and collectively referred to as the “Parties”.
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • November 19th, 2013 • Clovis Oncology, Inc. • Pharmaceutical preparations
THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is made and entered into as of September 28, 2012 (the “Effective Date”) by and between Ethical Oncology Science S.P.A., a company incorporated under the laws of Italy, with registered offices at Via Monte di Pietá, 1/A, 20121 Milan, Italy (“EOS”) on the first part, and Les Laboratoires Servier, a corporation organized and existing under the laws of France, having offices at 50 rue Carnot, 92284 Suresnes, France and Institut de Recherches Internationales Servier, a corporation organized and existing under the laws of France, having offices at 50 rue Carnot, 92184 Suresnes cedex, France (these two entities jointly referred to as “Servier”) on the second part. EOS and Servier are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
