Clovis Fair Fund

If you purchased or otherwise acquired shares of Clovis common stock during the period from July 7, 2015, through November 13, 2015, are not excluded from the Fair Fund as defined in FAQ 11, and suffered a loss according to the Distribution Plan (the “Plan”), you may be eligible for a payment from the Clovis Fair Fund.

If you had an authorized claim in connection with the related Class Action, Medina v. Clovis Oncology, Inc., et al., Civil Action No. 1:15-cv-2546-RM-MEH (D. Colo. Aug. 4, 2017), and received a Notice Letter, you do not need to submit a Claim Form now, unless you want to modify your claim. To modify your claim, you must submit a Claim Form so that it is postmarked or received on or before October 6, 2021.

If you had an unauthorized claim in connection with the Class Action that was denied for not having valid documentation supporting the purchases/acquisitions of Clovis common stock claimed, or the Claim Form is missing (i) a valid signature or (ii) the authority and/or the capacity of the person to sign on behalf of the beneficial owner, you must submit documentation to resolve your deficiency so that it is postmarked or received on or before October 6, 2021 (“Claims Bar Date”).

If you filed an exclusion from the class in connection with the class notice portion of the Class Action and would like to participate in this Fair Fund you will need to submit a Claim Form so that it is postmarked or received on or before October 6, 2021.

Please read the Distribution Plan (the “Plan”) for more detailed information. A copy of the Plan and other relevant documents can be found under the Important Documents page.

Background

On September 18, 2018, the Commission filed a complaint (the “Complaint”) against Clovis Oncology, Inc. (“Clovis”) and Patrick J. Mahaffy (“Mahaffy”), its Chief Executive Officer, and Erle T. Mast (“Mast”), its former Chief Financial Officer (collectively, the “Defendants”). The Complaint alleged that, over a four-month period starting in July 2015, Clovis and Mahaffy misled investors about how well Clovis’ flagship lung cancer drug Rociletinib worked compared to another drug. Clovis raised approximately $298 million in a public stock offering in July 2015 but saw its stock price collapse in November 2015 after disclosing that the effectiveness rate was actually 28 percent, versus the 60 percent efficacy figure that had been touted in the company’s investor presentations, press releases, and SEC filings. The company stopped development on the drug in May 2016. The Commission alleged, in part, that Clovis violated Section 17(a)(2) of the Securities Act of 1933 and Section 13(a) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rules 12b-20 and 13a-11 thereunder.

The Defendants were ordered to pay a total of $20,804,145 in disgorgement, prejudgment interest, and penalties to the Commission. On September 24, 2018, Defendants paid the entire amount of their judgments to the Commission. The funds were deposited in an interest-bearing account at the United States Department of Treasury’s Bureau of Fiscal Service.

On July 2, 2019, the Court established a Fair Fund (“Fair Fund”), pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalties paid, along with the disgorgement and prejudgment interest, can be distributed to investors harmed by the Defendants’ conduct described in the Complaint. The Court also appointed Miller Kaplan Arase LLP as the Tax Administrator to fulfill the tax obligations of the Fair Fund.

On December 2, 2019, Epiq Systems (“Epiq”) was appointed as the Distribution Agent of the Fair Fund to assist in overseeing the administration of the distribution of the Fair Fund.

The Order Approving Distribution Plan for the Fair Fund was entered on May 19, 2021 and provides for the distribution of the Clovis Fair Fund, plus interest, less taxes, investment fees, and fees and expenses of tax and fund administration (“Net Available Fair Fund”) to Eligible Claimants, as defined by the Plan.

Eligibility

If you purchased or otherwise acquired shares of Clovis common stock during the period from July 7, 2015 through November 13, 2015, are not excluded from the Fair Fund as defined below, and suffered a loss according to the Distribution Plan (the “Plan”), you may be eligible for a payment from the Clovis Fair Fund.

To be eligible for a payment from the Clovis Fair Fund, you must have purchased or otherwise acquired shares of Clovis common stock during the Relevant Period; have filed a claim in the Class Action on or before December 22, 2020, or filed an exclusion from the class in connection with the class notice portion of the Class Action (“opted out”); and satisfy the other criteria set forth in the Plan. Distribution Payments will be subject to a $10.00 Minimum Distribution Amount.

If you had an authorized claim in connection with the related Class Action, Medina v. Clovis Oncology, Inc., et al., Civil Action No. 1:15-cv-2546-RM-MEH (D. Colo. Aug. 4, 2017), and received a Notice Letter, you do not need to submit a Claim Form now, unless you want to modify your claim. To modify your claim, you must submit a Claim Form so that it is postmarked or received on or before October 6, 2021.

If you had an unauthorized claim in connection with the Class Action that was denied for not having valid documentation supporting the purchases/acquisitions of Clovis common stock claimed, or the Claim Form is missing (i) a valid signature or (ii) the authority and/or the capacity of the person to sign on behalf of the beneficial owner, you must submit documentation to resolve your deficiency so that it is postmarked or received on or before October 6, 2021 (“Claims Bar Date”).

If you filed an exclusion from the class in connection with the class notice portion of the Class Action and would like to participate in this Fair Fund you will need to submit a Claim Form so that it is postmarked or received on or before October 6, 2021.

If you filed an exclusion from the Class Action and would like to participate in this distribution, the Distribution Agent will require information from you regarding your transactions in Clovis common stock during the Relevant Period. If you have been identified as an individual or entity that opted out of the Class Action, you will be mailed a Claim Form with additional information and directions on how to participate in this distribution. Please read the Claim Form carefully. You must follow the directions in the Claim Form in order to be considered for eligibility.

Excluded Parties are: any director or officer, or former director or officer, of the Defendants, or any of Defendants’ past or present Affiliates who served in such capacity during the Relevant Period; any employee or former employee of Defendants or any of its past or present Affiliates who has been terminated for cause, or has otherwise resigned, in connection with the conduct described in the Complaint or in any related Commission action; any defendant in any action brought by the Commission related to the conduct described in the Complaint or any related Commission action, unless and until such defendant is found not liable in all such civil suits prior to the Claims Bar Date, and proof of the finding(s) is included in such defendant’s timely filed Claim Form; any Person, as of the Claims Bar Date, has been the subject of criminal charges related to the violations alleged in the Complaint or any related Commission action, unless and until such Person is found not guilty prior to the Claims Bar Date, and proof of the finding(s) is included in such Person’s timely filed Claim Form; any purchaser or assignee of another Person’s right to obtain a recovery from the Fair Fund, provided, however, that provision shall not be construed to exclude those Persons who obtained such right by gift, inheritance, devise or operation of law; the Distribution Agent, its employees, and those persons assisting the Distribution Agent in its role as the Distribution Agent; and/or any Affiliates, assignees, creditors, heirs, distributes, spouses, parents, children, or controlled entities of any of the foregoing Persons or entities described above.

The Eligible Loss Amount incurred by an Eligible Claimant shall be determined as set forth in the Plan. The methodology used to determine eligibility and calculate Distribution Payments is set forth in the Plan of Allocation, Exhibit A of the Plan, which is available here.