A $75 million debtor-in-possession facility (the “DIP Facility”), which DIP Facility shall be comprised of (i) $45 million of new money term loans to be advanced and made available to the Borrower in two draws pursuant to the terms and conditions herein (the “New Money DIP Loans”; the commitment in respect thereof, the “New Money DIP Commitment”), (ii) $20 million of existing Prepetition Financing Agreement Obligations (as defined below) that are converted on a dollar for dollar basis on the Closing Date (as defined below) into the DIP Facility (the “Initial Rolled Term Loans”) and (iii) $10 million of existing Prepetition Financing Agreement Obligations that are converted on a dollar for dollar basis on the Final Order Entry Date (as defined below) into the DIP Facility (the “Additional Rolled Term Loans”, and together with the Initial Rolled Term Loans, the “Rolled Term Loans”; the Rolled Term Loans together with the DIP Loans, the “DIP Loans”) pursuant to mechanics agreed to by the Borrower and the DIP Agent. For the avoidance of doubt, any Prepetition Financing Agreement Obligations that are converted into Rolled Term Loans shall be considered no longer outstanding under the Prepetition Financing Agreement upon the effectiveness of such conversion.

Subject to the terms and conditions set forth herein and in the DIP Loan Documents (as defined below), including the DIP Budget (as defined below), the New Money DIP Loans will be made available to the Borrower in multiple draws as follows: (i) an initial draw of up to $30 million that will be made available to the Borrower upon entry of the Interim DIP Order (as defined below) (the “Initial Draw”) and (ii) a second draw of up to $15 million that will be made available to the Borrower following entry of the Final DIP Order (as defined below) (such entry date, the “Final Order Entry Date”).

Those Prepetition Lenders party to the Commitment Letter as DIP Lenders (collectively, and together with their successors and assigns, the “DIP Lenders”).

All rights and obligations of the DIP Lenders under the DIP Facility shall be several and not joint.

“Required DIP Lenders” means the DIP Lenders holding, in the aggregate, not less than 50.1% of the aggregate outstanding principal amount of DIP Loans and unused New Money DIP Commitments.

The DIP Facility will mature on the earliest of (such earliest date, the “Maturity Date”):

(a)   six (6) months following the Closing Date (the “Scheduled Maturity Date”);

(b)   the effective date of the Acceptable Plan (as defined below);

(c)   the consummation of a sale of all or substantially all of the assets of the Debtors pursuant to section 363 of the Bankruptcy Code or otherwise, including, for the avoidance of doubt, consummation of the Sale Transactions (as defined below);

(d)   the date of termination of the New Money DIP Commitments and the acceleration of any outstanding DIP Loans in accordance with the terms of the debtor-in-possession credit agreement (the “DIP Credit Agreement”) and the other definitive documentation, the forms of which shall be acceptable to the Borrower, the DIP Agent, and the Required DIP Lenders, with respect to the DIP Facility (collectively with the DIP Credit Agreement and the related security and ancillary documents, the “DIP Loan Documents”¹);

(e)   dismissal of the Chapter 11 Cases or conversion of the Chapter 11 Cases into cases under chapter 7 of the Bankruptcy Code; and

(f)   other customary dates, events and/or circumstances to be mutually agreed.

It is understood and agreed by the parties that the DIP Loan Documents shall include (i) control agreements and similar arrangements, (ii) an intercreditor agreement further effectuating the Lien priorities (including governed under New York, English and Irish law) set forth in the Interim DIP Order on the Prepetition Collateral as between the DIP Obligations and the Prepetition Financing Obligations and (iii) Irish and English law governed security documents (and related filings) in respect of the relevant Guarantors and DIP Collateral.

Interest on the DIP Loans shall accrue at a rate per annum equal to 8.00% (the “Interest Rate”) and shall be payable in kind in arrears on the last day of each calendar month; provided, that in connection with any prepayment or repayment of DIP Loans accrued and unpaid interest in respect of such prepaid or repaid DIP Loans shall be payable in cash.

On each date that interest accruing in respect of the Rolled Term Loans is indefeasibly paid-in-kind by capitalizing such interest and increasing the outstanding principal amount of the applicable Rolled Term Loans (any such date, a “Rolled Term Loan PIK Interest Date”), the Prepetition Financing Agreement Obligations held by the applicable DIP Lenders on such Rolled Term Loan PIK Interest Date shall automatically be reduced by an amount equal to the amount of interest in respect of the Rolled Term Loans held by such DIP Lenders that is so paid-in-kind on the Rolled Term Loan PIK Interest Date.

1.50% upfront fee on the New Money DIP Commitment, payable to each DIP Lender, which shall be fully earned and payable in kind on the Closing Date (the “Upfront Fee”).

3.00% exit fee on the New Money DIP Loans, which shall be fully earned on the dates each such New Money DIP Loan is funded and due and payable in cash in respect of each New Money DIP Loan when such New Money DIP Loan is prepaid, repaid or accelerated (or, if earlier, on the Maturity Date) (the “Exit Fee”).

Subject to the DIP Budget, DIP Cash Flow Forecast (each as defined below), and permitted variances, proceeds of the DIP Facility shall be available solely for the Debtors’ working capital needs, including to fund the costs of the administration of the Chapter 11 Cases and to pay professional fees and expenses; provided that the Rolled Term Loans shall solely be used to effectuate the conversion of Prepetition Financing Agreement Obligations into the DIP Facility as set forth above.

In addition, the Debtors (and their subsidiaries) shall be subject to prohibitions on certain uses of the proceeds of the DIP Facility and/or Cash Collateral, which are usual and customary for a debtor-in-possession financing of this type.

contrary, at the written request of the Prepetition Agent (delivered to the Company and the DIP Agent), net proceeds from the Rubraca Sale Transaction shall be deposited in a segregated account under the control of the Prepetition Agent (with appropriate orders being entered with the Bankruptcy Court to permit the Prepetition Agent to exercise such control) and in which the DIP Agent shall have been granted a second priority Lien (it being understood and agreed that any proceeds from the Rubraca Sale Transaction that are held in the Lockbox Account shall be held by the DIP Agent as bailee for the Prepetition Agent until payment in full of the Prepetition Financing Obligations in accordance with intercreditor arrangements to be agreed in the DIP Loan Documents that are consistent with the lien priorities set forth in the Interim DIP Order).

Notwithstanding anything herein to the contrary, without the prior written consent of the Required DIP Lenders, the Debtors shall not be permitted to, directly or indirectly, use or otherwise expend more than $6 million to pay or otherwise satisfy cure costs in connection with the assumption and/or assignment of executory contracts or unexpired leases in connection with the FAP Sale Transaction.

It shall be a condition precedent to the effectiveness of the DIP Facility that the Debtors shall have delivered, all on a consolidated basis (i) a monthly line item budget covering the period from the date of the filing of the Chapter 11 Cases (the “Petition Date”) through the anticipated Maturity Date (the “DIP Budget”) and (ii) a 13-week cash flow forecast (the “DIP Cash Flow Forecast”), in each case, which shall include, among other things, detail with respect to disbursements on account of clinical trials and shall be in form and substance acceptable to the Debtors and the Required DIP Lenders (it being understood and agreed that (x) the DIP Budget sent to the DIP Lenders by AlixPartners LLP on December 3, 2022 and (y) the DIP Cash Flow Forecast sent to the DIP Lenders by AlixPartners LLP on December 4, 2022 and further revised and sent to DIP Lenders on December 15, 2022 are acceptable to both the Debtors and the Required Lenders). The Debtors shall update the DIP Budget monthly subject to the Company’s month-end closing process, but no later than thirty (30) calendar days after month-end. The Debtors shall provide an updated DIP Cash Flow Forecast reflecting the most recently updated and approved DIP Budget, which shall be deemed accepted unless the Required DIP Lenders object via email to the Debtors and their advisors within five (5) business days of receipt, and a report of any variances from the DIP Cash Flow Forecast bi-weekly; provided that, if the Required DIP Lenders object to any future DIP Budget or DIP Cash Flow Forecast, the prior approved DIP Budget or DIP Cash Flow Forecast shall remain in place and in full effect until a new DIP Budget or DIP Cash Flow Forecast is not objected to by the Required Lenders.

Over each rolling two-week period, the Debtors shall not permit (i) operating expense disbursements (excluding capital expenditures in clause (ii) and restructuring costs in the following sentence) to exceed the amount set forth in the DIP Cash Flow Forecast for such period by more than 15%, and (ii) capital expenditures to exceed the amount set forth in the DIP Cash Flow Forecast for such period by more than the greater of 10% and $500,000. Over each four-week period, the Debtors shall not permit restructuring costs to exceed the amount set forth in the DIP Cash Flow Forecast for such period by more than 25%.

Priority and Security:

Subject to the Carve-Out (as defined below), all obligations of the Debtors under the DIP Facility (the “DIP Obligations”) shall be:

(i) entitled to superpriority claim status pursuant to Section 364(c)(1) of the Bankruptcy Code with priority over all administrative expense claims and unsecured claims now existing or hereafter arising under the Bankruptcy Code (the “DIP Superpriority Claims”);

(ii)  secured, pursuant to Section 364(c)(2) of the Bankruptcy Code, by a valid, enforceable, fully perfected first priority lien on all property of the Debtors’ estates (whether tangible, intangible, real, personal or mixed and wherever located) as of the Petition Date that, as of the Petition Date, was unencumbered (including, without limitation, (A) the proceeds of the Debtors’ interests in FAP-2286 and that certain License and Collaboration Agreement (the “3BP License”), dated September 20, 2019, by and between 3B Pharmaceuticals GmbH and the Borrower (collectively, but excluding a lien on the 3BP License itself, the “FAP Assets”), inclusive of any proceeds realized by the Debtors in connection with the FAP Sale Transaction (as defined below) and all amounts deposited in the Lockbox Account (other than proceeds of Collateral (as defined in the Prepetition Financing Agreement) securing the Prepetition Financing Obligations), (B) the Debtors’ interests in all other assets to be sold or otherwise transferred pursuant to the terms of the FAP Sale Transaction, and any proceeds thereof, (C) the Debtors’ interests in the agreements governing the FAP Sale Transaction, and any proceeds thereof, and (D) subject to entry of the Final DIP Order, the proceeds of estate causes of action under chapter 5 of the Bankruptcy Code), whether now existing or hereafter acquired or arising (collectively with the FAP Assets, the “Unencumbered Assets”); and

(iii)  secured, pursuant to Section 364(c)(3) of the Bankruptcy Code, by a valid, enforceable, fully perfected second priority lien on all of the Debtors’ rights in property of the Debtors’ estates (whether tangible, intangible, real, personal or mixed and wherever located) as of the Petition Date that (x) secures the Prepetition Financing Agreement Obligations (including (A) the net proceeds thereof deposited in the Lockbox Account, (B) the Debtors’ interests in all other assets to be sold or otherwise transferred pursuant to the terms of the Rubraca Sale Transaction, and any proceeds thereof and (C) the Debtors’ interests in the agreements governing the Rubraca Sale Transaction, and any proceeds thereof); (y) is subject to valid, perfected, and nonavoidable liens in existence on the Petition Date (other than with respect to the Prepetition Financing Agreement Obligations); or (z) is subject to valid liens in existence on the Petition Date that are perfected subsequent to the Petition Date as permitted by section 546(b) of the Bankruptcy Code (the collateral described in clauses (ii) and (iii), collectively, the “DIP Collateral”).

As used herein, “DIP Liens” shall mean the liens described in clauses (ii) through (iii) immediately above. The DIP Liens described herein shall, to the fullest extent permitted by applicable law, be effective and perfected upon entry of the Interim DIP Order and without the necessity of the execution of mortgages, security agreements, pledge agreements, financing statements or other agreements; provided that, for the avoidance of doubt, the DIP Liens on FAP Assets shall not extend to the 3BP License itself, but shall extend to all right, title, and interest of the Debtors to receive payments under, in respect of, on account of, or otherwise in relation to the 3BP License or any rights related thereto, with the assignment and sale of the 3BP License pursuant to the Stalking Horse APA or Alternative APA (each as defined below), and any and all other assets transferred pursuant to the Stalking Horse APA or Alternative APA, being free and clear of all DIP Liens, claims, and encumbrances (including free and clear of any right, title, and interest of the Debtors to receive payments under, in respect of, on account of, or otherwise in relation to the 3BP License or any rights related thereto), with the DIP Liens, as part of consummation and closing of the FAP Sale Transaction being released against the FAP Assets pursuant to the terms and conditions set forth in the DIP Loan Documents, and attaching solely to the proceeds of such FAP Sale Transaction (as defined below) or any other transfer or disposition of the 3BP License and other FAP Assets on a first priority basis.

DIP Collateral shall also include any and all rents, issues, products, offspring, proceeds, and profits generated by any item of DIP Collateral, without the necessity of any further action of any kind or nature by the DIP Lenders in order to claim or perfect such rents, issues, products, offspring, proceeds, and/or profits.

The liens and superpriority claims of the DIP Lenders under the DIP Loan Documents shall be subject to the “Carve-Out,” which shall be comprised of (a) accrued but unpaid fees, costs, and expenses of the professionals of the Debtors and any official committee of unsecured creditors (the “Committee” and the professional persons of the Debtors and the Committee, the “Professional Persons”) incurred at any time prior to the DIP Agent’s (acting at the written direction of the Required DIP Lenders) delivery of a Carve-Out Trigger Notice (as defined below), to the extent allowed by the Bankruptcy Court (whether allowed before or after delivery of the Carve-Out Trigger Notice), (b) unpaid fees, costs, and expenses of the Professional Persons incurred on or after delivery of a Carve-Out Trigger Notice not to exceed $1,000,000 in the aggregate, to the extent allowed by the Bankruptcy Court (whether allowed before or after delivery of the Carve-Out Trigger Notice), (c) all fees and expenses required to be paid pursuant to 28 U.S.C. § 1930(a) plus interest at the statutory rate, and (d) all reasonable and documented out-of-pocket fees and expenses, in an aggregate amount not to exceed $50,000, incurred by a trustee under section 726(b) of the Bankruptcy Code. “Carve-Out Trigger Notice” means written notice by the DIP Agent (acting at the written direction of the Required DIP Lenders) to the Debtors invoking the Carve-Out, which notice may be delivered at any time after the occurrence, and during the continuation, of an Event of Default.

The Debtors shall, on a weekly basis, transfer cash proceeds from the DIP Facility or cash on hand into a segregated account not subject to the control of the DIP Agent, the DIP Lenders, or the agent or lenders under the Prepetition Financing Agreement (the “Professional Fees Account”), in an amount equal to the good faith estimates of Professional Persons for the amount of unpaid fees and expenses incurred during the preceding week by such Professional Person. Upon the delivery of the Carve-Out Trigger Notice, the Debtors shall be required to deposit, in the Professional Fees Account, an amount equal to the Carve-Out.

The Professional Fees Account, and all funds held in the Professional Fees Account, shall be held in trust exclusively for the benefit of the Professional Persons, and shall be available only to satisfy obligations benefitting from the Carve-Out, and the DIP Agent and DIP Lenders (i) shall not sweep or foreclose on cash of the Debtors necessary to fund the Professional Fees Account and (ii) shall have a security interest upon any residual interest in the Professional Fees Account available following satisfaction in cash in full of all obligations benefitting from the Carve-Out, and the priority of such lien on the residual interest shall be consistent with the DIP Liens.

The effectiveness of the New Money DIP Commitments and the obligations of the DIP Lenders to make available DIP Loans (including, the Initial Draw) and the automatic deemed borrowing of Initial Rolled Term Loans are subject to the satisfaction (or waiver in writing by all Commitment Parties) of each of the following conditions precedent:

(a)   The Interim DIP Order, in form and substance acceptable to the Borrower, the DIP Agent, and the Required DIP Lenders, shall have been entered by the Bankruptcy Court, shall include approval of the fees contemplated by this DIP Term Sheet, shall be in full force and effect, shall not have been reversed, vacated, or stayed, and shall not have been amended, supplemented, or otherwise modified without the prior written consent of the Required DIP Lenders.

(b)   Receipt by each DIP Lender and the DIP Agent, as applicable, of all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations to the extent requested by the DIP Lenders and the DIP Agent, as applicable.

(c)   Receipt of a DIP Budget and DIP Cash Flow Forecast in each case that is acceptable to the Debtors, the DIP Agent, and the Required DIP Lenders (it being understood and agreed that (x) the DIP Budget sent to the DIP Lenders by AlixPartners LLP on December 3, 2022 and (y) the DIP Cash Flow Forecast sent to the DIP Lenders by AlixPartners LLP on December 4, 2022 and further revised and sent to DIP Lenders on December 15, 2022 are acceptable to the Debtors, the DIP Agent and the Required DIP Lenders).

(d)   [Reserved].

(e)   Execution of that certain Purchase and Assignment Agreement, by and between the Borrower and Novartis Innovative Therapies AG, with respect to the sale of the FAP Assets in the form attached hereto as Exhibit A (the “Stalking Horse APA”) (it being understood and agreed that the executed Stalking Horse APA attached hereto as Exhibit A satisfies this condition precedent).

(f)   The Debtors have obtained the consent of 3BP to the sale and assignment of the FAP Assets pursuant to the Stalking Horse APA (it being understood and agreed that as of the date hereof the Debtors have obtained such consent).

(g)   All reasonable fees and expenses (including reasonable and documented out-of-pocket fees and expenses of counsels) of the DIP Lenders and the DIP Agent that have been incurred on or before the funding of the Initial Draw (as well as the then unpaid fees and expenses of the Prepetition Lenders and the Prepetition Agent, in respect of the Prepetition Financing Agreement) shall have been paid (or shall concurrently be paid with the funding of the Initial Draw).

(h)   Receipt by the DIP Agent of a borrowing request in respect of the Initial Draw (which Initial Draw shall be on December 19, 2022).²

(i) No default or Event of Default shall have occurred and be continuing (it being understood and agreed that as of the date hereof neither the DIP Lenders nor the DIP Agent are aware of any default or Event of Default having occurred).

The date on which the conditions precedent to closing are satisfied is referred to herein as the “Closing Date.”

In addition to the previous satisfaction (or waiver in accordance therein) of the conditions precedent set forth in the immediately preceding section, the obligations of the DIP Lenders to fund any DIP Loans after the Closing Date are subject to the satisfaction (or waiver in writing by each DIP Lender) of the following conditions precedent:

(a)   The Final DIP Order (including the Cash Collateral Portion of the Final DIP Order), in form and substance acceptable to the Borrower, the DIP Agent, and the Required DIP Lenders, shall have been entered by the Bankruptcy Court, shall be in full force and effect, shall not have been reversed, vacated, or stayed, and shall not have been amended, supplemented, or otherwise modified without the prior written consent of the Required DIP Lenders.

Notwithstanding anything herein to the contrary, to the extent the Debtors require funds (in excess of what was authorized by the Bankruptcy Court on December 15, 2022) after the Interim Order is entered but before the Initial Draw can be made, the DIP Lenders hereby consent to the use of Cash Collateral in accordance with the DIP Budget for such period beginning on the date the Interim Order is entered and ending on the earlier of the Initial Draw and the termination of this Commitment Letter in accordance with its terms.

The only condition precedent to the deemed borrowing of Additional Rolled Term Loans shall be the entry of the Final DIP Order.

(b)   [Reserved].

(c)   Execution and delivery of the DIP Loan Documents in form and substance acceptable to the Borrower, the DIP Agent, and the Required DIP Lenders.

(d)   The absence of an Event of Default under the DIP Loan Documents.

(e)   The Stalking Horse APA shall be in full force and effect and shall not have been terminated unless, consistent with the Bidding Procedures (as defined below), another purchase agreement with respect to the FAP Assets that is in form and substance acceptable to the DIP Agent and the Required DIP Lenders (the “Alternative APA”) is executed by the Debtors concurrently with the termination of the Stalking Horse APA and, in such case, the Alternative APA shall be in full force and effect and shall not have been terminated.

(f)   The Debtors have obtained the consent of 3BP to the sale and assignment of the FAP Assets pursuant to the Stalking Horse APA or an Alternative APA, as applicable.

(g)   Receipt by the DIP Agent (at least three (3) business days prior to the applicable drawing) of a borrowing request.

(h)   No default or Event of Default shall have occurred and be continuing.

(i) Other conditions precedent customary for debtor-in-possession financing facilities of this type.

Milestones:

The Debtors shall timely comply with the milestones set forth below and the milestones set forth on Schedule 2 (collectively, the “Milestones”), which Milestones may be extended in writing by the DIP Agent (acting at the written direction of the Required DIP Lenders, provided that email consent from counsel to the Required DIP Lenders shall constitute sufficient written direction) and the Required DIP Lenders in their sole and absolute discretion.

(a)   On or before December 17, 2022, the Debtors shall have filed motions, in form and substance acceptable to the Borrower and the Required DIP Lenders, seeking approval of the DIP Facility on an interim and final basis (the “DIP Motion”);

(b)   On or before December 19, 2022, the Bankruptcy Court shall have entered an order (the “Interim DIP Order”), in form and substance acceptable to the Borrower and the Required DIP Lenders, approving the DIP Motion on an interim basis and approving the fees contemplated by this DIP Term Sheet;

(c)   On or before the day that is ten (10) calendar days after entry of the Interim DIP Order, the Debtors shall have executed and delivered the DIP Loan Documents in form and substance acceptable to the Borrower, the DIP Agent, and the Required DIP Lenders (provided with respect to the Irish and UK security agreements these will be completed by deadline to be agreed upon by parties);

(d)   On or before the day that is forty (40) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order, in form and substance acceptable to the Borrower, the DIP Agent, and the Required DIP Lenders, approving the DIP Motion on a final basis (the “Final DIP Order” and, together with the Interim DIP Order, the “DIP Orders”);

(e)   [Reserved];

To be defined in a customary manner for a debtor-in-possession facility of this type in the DIP Loan Documents.

(f)   On or before the day that is forty (40) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order, in form and substance acceptable to the Borrower, the DIP Agent, and the Required DIP Lenders, approving (i) procedures governing the sale and marketing process for the FAP Assets, which procedures shall be in form and substance acceptable to the Required DIP Lenders (the “Bidding Procedures”) and (ii) the Stalking Horse APA as the stalking horse bid for the FAP Assets;

(g)   On or before the day that is ninety (90) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order, in form and substance acceptable to the Borrower, the DIP Agent, and the Required DIP Lenders, approving a disclosure statement and procedures with respect to solicitation of a chapter 11 plan that is in form and substance acceptable to the Required DIP Lenders and that, among other things, provides for the issuance of the CVRs (as defined below) (the “Acceptable Plan”), which disclosure statement, solicitation procedures, and Acceptable Plan shall be in form and substance acceptable to the Borrower, the DIP Agent and the Required DIP Lenders;

(h)   On or before the day that is ninety (90) calendar days after the Petition Date, to the extent that the Debtors receive qualified bids other than the Stalking Horse APA with respect to the FAP Assets in accordance with the Bidding Procedures, the Debtors shall have conducted an auction with respect to the FAP Assets in accordance with the Bidding Procedures;

(i) On or before the day that is one hundred and five (105) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order, in form and substance acceptable to the Borrower, the DIP Agent, and the Required DIP Lenders, approving the sale of the FAP Assets pursuant to the Stalking Horse APA or an Alternative APA (the “FAP Sale Transaction”, and together with the Rubraca Sale Transaction the “Sale Transactions”);

(j) On or before the day that is one hundred and twenty (120) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order, in form and substance acceptable to the Borrower, the DIP Agent, and the Required DIP Lenders, confirming the Acceptable Plan;

(k)   On or before the day that is one hundred and seventy (170) calendar days after the Petition Date, the Debtors shall have consummated the FAP Sale Transaction; and

(l) On or before the day that is one hundred and seventy (170) calendar days after the Petition Date, the effective date of the Acceptable Plan shall have occurred.

Prepetition Financing Agreement: That certain Financing Agreement, dated as of May 1, 2019 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time prior to the Petition Date, the “Prepetition Financing Agreement” and the obligations arising thereunder, the “Prepetition Financing Agreement Obligations”), by and among Clovis Oncology, Inc., as Company, certain subsidiaries of Company, as Guarantors, the lenders from time to time party thereto (the “Prepetition Lenders”), and Top IV SPV GP, LLC, as administrative agent (the “Prepetition Agent”).

Prepetition Convertible Senior Notes: Those certain (i) 4.50% Convertible Senior Notes due 2024 issued under the Indenture, dated as of August 13, 2019, between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, (ii) 4.50% Convertible Senior Notes due 2024 issued under the Indenture, dated as of November 17, 2020, between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, and (iii) 1.25% Convertible Senior Notes due 2025 issued under the First Supplemental Indenture, dated as of April 19, 2018, between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee ((i)–(iii) collectively, the “Prepetition Notes” and the holders thereof, the “Prepetition Noteholders”).

the DIP Budget to effectuate such direction (as reasonably determined by the Company, the DIP Agent and the Prepetition Agent acting in good faith) or (ii) such direction would cause the directors of the Debtors to violate their fiduciary duties (the “Rubraca Sale Transaction Reservations”).

The parties hereto acknowledge and agree that the Milestones set forth on Schedule 2 represent the initial direction of the Prepetition Agent and the Prepetition Lenders with respect to the disposition of Prepetition Collateral.

Clovis Oncology Ireland Limited, a private company limited by shares, incorporated under the laws of Ireland with company number 630017

Clovis Oncology UK Limited, a company incorporated under the laws of England and Wales with a registered number of 07334654

As used in this DIP Term Sheet, “Rubraca” shall have the meaning assigned to the term “Product” in the Prepetition Financing Agreement.