0000950123-11-061021 Sample Contracts

CLOVIS ONCOLOGY, INC. INDEMNIFICATION AGREEMENT
Indemnification 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 John C. Reed (“Indemnitee”).

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CLOVIS ONCOLOGY, INC. RESTRICTED STOCK PURCHASE AGREEMENT
Restricted 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 AGREEMENT
Clovis Oncology, Inc. • June 23rd, 2011 • 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”):

CLOVIS ONCOLOGY, INC. INDEMNIFICATION AGREEMENT
Indemnification 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”).

Amended and Restated Strategic License Agreement by and between Avila Therapeutics, Inc. and Clovis Oncology, Inc. June 16, 2011
License Agreement • June 23rd, 2011 • Clovis Oncology, Inc. • New York
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. AMENDED AND RESTATED LICENSE AGREEMENT
License 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. LICENSE AGREEMENT
License 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”.

CLOVIS ONCOLOGY, INC. INVESTOR RIGHTS AGREEMENT May 15, 2009
Investor Rights Agreement • June 23rd, 2011 • Clovis Oncology, Inc. • Delaware

This Investor Rights Agreement (this “Agreement”) is dated as of May 15, 2009, and is between Clovis Oncology, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A and their permitted transferees and assigns (each, an “Investor” and collectively, the “Investors”), and the persons listed on Exhibit B and their permitted transferees and assigns (each, a “Founder” and collectively, the “Founders”).

CLOVIS ONCOLOGY, INC. INDEMNIFICATION AGREEMENT
Indemnification 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 Edward J. McKinley (“Indemnitee”).

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