November 2013, Clovis Oncology ($CLVS @ClovisOncology) acquired Ethical Oncology Science, S.p.A. (“EOS”) (known as Clovis Oncology Italy S.r.l., or “COI”) through which the rights to lucitanib were obtained.

2008, EOS had in-licensed exclusive development and commercial rights to lucitanib on a global basis, excluding China, from Advenchen Laboratories.

September 2012, EOS entered into a collaboration and license agreement with Servier, whereby EOS sublicensed to Servier exclusive rights to develop and commercialize lucitanib in all countries outside of the U.S., Japan and China.

Clovis holds exclusive rights for lucitanib in the U.S. and Japan, and is collaborating with Servier on the global clinical development of lucitanib outside of China.

Upfront Payment 1.0 Clovis $200MM to EOS, which included $190MM in $CLVS common stock (3,713,731 shares) and $10MM in cash.

Upfront Payment 2.0 In exchange for the rights granted to Servier, EOS received an upfront payment of €45.MM

Milestone 1.0 Clovis is entitled to receive additional payments on the achievement of specified development, regulatory and commercial milestones up to €100.0 MM in aggregate, of which €10.0MM was received in 1Q14

Milestone 2.0 Clovis will pay an additional $65MM to EOS upon the initial approval of lucitanib

Milestone 2.1 Clovis will also pay EOS up to an additional €115MM (~$155MM) upon certain milestones pursuant to the Servier license agreement

Development

  • Clovis and Servier will collaborate on the development of lucitanib pursuant to a mutually-agreed upon global development plan. Servier is responsible for the initial €80MM (~$108MM) of costs under the global development plan and costs above €80MM will be shared equally between the companies

Commercial

  • Pursuant to the license agreement with Servier, Clovis is entitled to receive up to €350 million (~$470MM) upon the achievement of development and commercial milestones, as well as royalties from low to midteens on sales of lucitanib in the Servier territories
  • If and when commercial sales commence, Clovis is obligated to pay Advenchen tiered royalties at percentage rates in the mid-single digits on net sales of lucitanib, based on the volume of annual net sales achieved
  • In addition, Clovis is required to pay to Advenchen 25% of any consideration, excluding royalties, received from sublicensees, in lieu of the milestone obligations set forth in the agreement
  • The license agreement with Advenchen will remain in effect until the expiration of all royalty obligations to Advenchen, determined on a product-by-product and country-by-country basis, unless the agreement is terminated earlier. If Clovis fails to meet their obligations under the agreement and are unable to cure such failure within specified time periods, Advenchen can terminate the agreement, resulting in a loss of rights to lucitanib