CLOVIS ONCOLOGY, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of [ ], 2020 4.50% Convertible Senior Notes due 2024Indenture • November 5th, 2020 • Clovis Oncology, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [ ], 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).
EXCHANGE AND PURCHASE AGREEMENTExchange and Purchase Agreement • November 5th, 2020 • Clovis Oncology, Inc. • Pharmaceutical preparations • Delaware
This Exchange and Purchase Agreement (this “Agreement”) is made and entered into as of November 4, 2020 by and among Clovis Oncology, Inc., a Delaware corporation (the “Company”), and each of the entities (each, a “Noteholder” and, collectively, the “Noteholders”) listed on Schedule “A” attached to this Agreement (collectively, “Schedule A”; the Schedule A pertaining to each individual Noteholder is referred to herein as the “applicable Schedule A”, and the accounts, if any, on behalf of which any Noteholder may be acting, as specified on the applicable Schedule A, for whom the Noteholder holds contractual and investment authority, are referred to herein as the “Represented Accounts”). The Company and the Noteholders are sometimes collectively referred to in this Agreement as the “Parties” and individually as a “Party”.
