AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of February 10, 2021, is made and entered into by and among Nuvation Bio Inc., a Delaware corporation (formerly known as Panacea Acquisition Corp.) (the Company), EcoR1 Panacea Holdings, LLC, a Delaware limited liability company (the Sponsor Holdco), Cowen Investments II LLC, a Delaware limited liability company (Cowen Investments and together with the Sponsor Holdco, the Sponsors), certain former stockholders of Nuvation Bio Operating Company Inc., a Delaware corporation (formerly known as Nuvation Bio Inc.) (Nuvation), identified on the signature pages hereto (such stockholders, the Nuvation Holders and, collectively, with the Sponsors and any other parties listed on the signature pages hereto and any Person which hereafter becomes a party to this Agreement pursuant to Section 5.2 or 5.10, each a Holder and collectively the Holders). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Merger Agreement (as defined below).
WHEREAS, the Company the Sponsors, and certain of the individuals identified on the signature page hereto are parties to that certain Registration Rights Agreement, dated as of June 30, 2020 (the Original RRA);
WHEREAS, the Company, Panacea Merger Subsidiary Corp (Merger Sub) and Nuvation are a party to that certain Agreement and Plan of Merger dated as of October 20, 2020 (the Merger Agreement);
WHEREAS, on the date hereof, pursuant to the Merger Agreement, the Nuvation Holders are receiving shares of Class A common stock of the Company, par value $0.0001 (Common Stock) and/or Class B common stock of the Company, par value $0.0001, convertible into Common Stock;
WHEREAS, on the date hereof, certain investors (the Investor Stockholders) purchased an aggregate of 46,655,000 shares of Common Stock (the Investor Shares) in a transaction exempt from registration under the Securities Act pursuant to the respective Subscription Agreements, each dated as of October 20, 2020, entered into by and between the Company and each of the Investor Stockholders (each, a Subscription Agreement and, collectively, the Subscription Agreements);
WHEREAS, pursuant to Section 5.5 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or modified upon the written consent of the Company and the Holders of at least a majority-in-interest of the Registrable Securities (as defined in the Original RRA) at the time in question, and the Sponsors are Holders in the aggregate of at least a majority-in-interest of the Registrable Securities as of the date hereof; and
WHEREAS, the Company and the other parties to the Original RRA desire to amend and restate the Original RRA in its entirety and enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:
Adverse Disclosure shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer (or a Co-Chief Executive Officer, if applicable) or Chief Financial Officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make