CLVS Clovis Oncology Inc

On June 14, 2019, the Company and Antipodean Domestic Partners, L.P. (“Antipodean”) entered into an agreement (the “Settlement Agreement”) to settle the lawsuit filed by Antipodean against the Company, certain of its officers and directors and underwriters currently pending in New York state court. For a description of the complaint and developments in the case, please see the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed with the Securities and Exchange Commission on May 7, 2019 (the “10-Q”). Pursuant to the Settlement Agreement, the Company will pay to Antipodean $4 million in cash and $21 million in shares of common stock of the Company (the “Settlement Shares”) and Antipodean will dismiss its currently pending lawsuit and release the Company, its officers and directors and underwriters from any potential liability related to the allegations asserted in Antipodean’s complaint. The settlement contains no admission of wrongdoing. The number of Settlement Shares to be issued by the Company will be equal to the quotient of $21 million divided by the average of the daily volume weighted average price of the Company’s common stock on the Nasdaq during an agreed upon ten (10) trading day period. The Company has agreed to use its reasonable best efforts to register under the Securities Act the resale by Antipodean of the Settlement Shares. In the event that the registration statement covering such resale of the Settlement Shares by Antipodean has not been declared effective by the Securities and Exchange Commission on or before the six month anniversary of the date of issuance of the Settlement Shares, on the date of such six month anniversary, and in the event that at such time Antipodean is also unable to sell the Settlement Shares pursuant to Rule 144 under the Securities Act, Antipodean may request that the Company redeem such Settlement Shares for $21 million in cash. Antipodean has informed the Company that it may establish a hedging position (including by selling Company common stock short) in respect of the Settlement Shares. In addition, the Company has agreed to reimburse Antipodean in an amount equal to $50,000 for certain of its costs and expenses related to the settlement, including any hedging transaction.

Except for the derivative lawsuits described in the 10-Q, the Settlement Agreement ends all litigation against the Company, its officers and directors and underwriters related to rociletinib.