X0204 3 2011-11-15 0 0001466301 Clovis Oncology, Inc. CLVS 0001237289 SANDELL SCOTT D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 Series A-1 Preferred Stock Common Stock 409274 I See Note 2 Series A-2 Preferred Stock Common Stock 416171 I See Note 2 Series B Preferred Stock Common Stock 900803 I See Note 2 5% Convertible Notes due 2012 2012-05-25 Common Stock 377124 I See Note 4 The shares of Preferred Stock have no expiration date or conversion price and will automatically convert into shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering on a 1-for-1 basis. The Reporting Person is a director of NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13, L.P., ("NEA Partners 13"), the sole general partner of New Enterprise Associates 13, L.P. ("NEA 13"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 13 shares in which the Reporting Person has no pecuniary interest. The outstanding principal and accrued and unpaid interest on these Convertible Notes shall automatically be converted into shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering at the Issuer's initial public offering price per share. The Reporting Person is a director of NEA 13 LTD, the sole general partner of NEA Partners 13, the sole general partner of NEA 13, which is the holder of the Convertible Notes. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the Convertible Notes in which the Reporting Person has no pecuniary interest. /s/ Louis Citron, attorney-in-fact 2011-11-15