13D Filing: OrbiMed Advisors and Corvus Pharmaceuticals Inc (CRVS)

Termination of Registration Rights.

OPI V’s demand, short-form and piggyback registration rights described above generally will terminate upon the earlier of: (i) the date four years following the Issuer’s initial public offering; and (ii) such time as all of the Registrable Securities (as defined in the Investors’ Rights Agreement) of the Issuer held by OPI V may be sold without any restriction on volume or manner of sale in any three-month period pursuant to Rule 144 under the Securities Act (and without the requirement for the Issuer to be in compliance with the current public information required under Section (c)(1) of Rule 144).

The foregoing description of the Investors’ Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investors’ Rights Agreement, a copy of which is filed as Exhibit 3 and incorporated herein by reference.

Other than as described in this Schedule 13D, to the best of the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

Item 7.

Materials to Be Filed as Exhibits

Exhibit	Description
1.	Joint Filing Agreement among OrbiMed Advisors LLC and OrbiMed Capital GP V LLC.
2.	Form of Lock-Up Agreement.
3.	Amended and Restated Investors’ Rights Agreement by and among the Issuer and certain of its stockholders, dated as of September 16, 2015 (incorporated by reference to Exhibit 4.3 to Amendment No. 1 to the Issuer’s Registration Statement on Form S-1 (SEC File No. 333-208850), filed with the SEC on February 8, 2016).