Nuvation Bio and Panacea Announce Business Combination Agreement, Creating a Publicly Listed Leader in Oncology Drug Development Leading institutional investors commit $500 million through concurrent equity investments U

Nuvation Bio and Panacea Announce Business

Combination Agreement, Creating a Publicly Listed Leader in Oncology Drug Development

Leading institutional investors commit

$500 million through concurrent equity investments

Upon completion of the business combination,

over $850 million of expected cash resources will be used to advance development of Nuvation Bio's wholly-owned deep pipeline

of differentiated and novel investigational oncology therapeutic candidates

Nuvation Bio shareholders, Panacea shareholders

and equity financing investors will hold shares in the Combined Company to be led by CEO David Hung, M.D., which is expected to

remain listed on the NYSE under the new ticker symbol "NUVB;" business combination expected to be completed in first

Investor webcast to discuss the proposed

Wednesday, October 21, 2020, at 8:30

NEW YORK - October 21, 2020 - Nuvation

Bio Inc., a biopharmaceutical company focused on revolutionizing cancer treatment by discovering, developing and delivering therapies

that tackle some of the greatest needs in oncology, and Panacea Acquisition Corp. (NYSE: PANA), a special purpose acquisition company

(SPAC) sponsored by EcoR1 Capital, today announced they have entered into a definitive business combination agreement. Upon closing

of the transaction, Panacea will be renamed Nuvation Bio Inc. (the Combined Company); its common stock is expected to remain listed

on the New York Stock Exchange (NYSE) under the new ticker symbol "NUVB."

"Nuvation Bio is developing novel oncology therapeutic

agents for some of the most difficult-to-treat cancers, specifically targeting indications for which conventional therapies have

failed. To that end, we have created a deep portfolio of six promising oncology therapeutic candidates that target some of

the most critical pathways that cancer cells use to grow. We have demonstrated, in preclinical studies, the potential of those

candidates to significantly improve outcomes over current standards of care," said David Hung, M.D., founder and chief executive

officer of Nuvation Bio. "Our goal is to develop new generations of oncology medicines that will meaningfully improve patient

lives by addressing drug resistance or limited efficacy of current therapies, while reducing side effects and preserving quality

of life for cancer patients. The large financing that we will secure with this SPAC merger provides us with the capital we need

to advance that goal."

In addition to the approximately $144 million held in Panacea's

trust (assuming no redemptions), a group of premier healthcare investors has committed to participate in concurrent equity financings

totaling slightly more than $500 million at $10 per share. Investors include lead investor EcoR1 Capital, an existing Nuvation

Bio shareholder that has committed to invest $50 million, including its $25 million forward purchase agreement, as well as new

investors 683 Capital, Ally Bridge Group, Avidity Partners, Deerfield Management Company, Irving Investors, Monashee Investment

Management LLC, OrbiMed, Wellington Management, and other existing Nuvation Bio shareholders including The Baupost Group, Boxer

Capital of the Tavistock Group, Fidelity Management & Research Company, LLC, Omega Funds, Perceptive Advisors, Redmile Group,

and Surveyor Capital (a Citadel Company).

The Combined Company is expected to have cash resources of more

than $850 million at the closing of the transaction (assuming no redemptions) and will continue to operate under the Nuvation Bio

executive team, led by Dr. Hung. The Boards of Directors of both Panacea and Nuvation Bio have approved the proposed transaction.

Completion of the transaction, which is expected in the first quarter of 2021, is subject to approval of both companies'

shareholders and the satisfaction or waiver of certain other customary closing conditions, including expiration of the Hart-Scott-Rodino

"We formed Panacea to partner with a company that had

an exceptional management team, a deep pipeline, and a platform technology that could enable success to be replicated over and

over, and that is exactly what we saw in Nuvation Bio," said Oleg Nodelman, chief executive officer of Panacea. "Nuvation

Bio is led by a proven entrepreneurial CEO who was responsible for developing and commercializing one of the most successful prostate

cancer medicines, each of its early-stage programs is designed to target multiple cancers, and all of its planned therapies are

based on validated targets that are biologically active. We believe Nuvation Bio has what it takes to develop multiple successful

oncology medicines that will provide true medical innovation for patients."

Nuvation Bio will use the proceeds of the business combination

and concurrent equity financings, together with its existing cash resources, to advance into clinical development up to six compounds

that have resulted from its drug discovery and development programs. These programs include a cyclin-dependent kinase (CDK) inhibitor

program, a BET inhibitor program, a WEE1 inhibitor program, an adenosine A2A receptor inhibitor program, and a drug-drug conjugate

(DDC) platform that to date has yielded investigational compounds targeting hormone-driven cancers, such as prostate, breast and

ovarian cancers. The U.S. Food and Drug Administration (FDA) recently accepted Nuvation Bio's first Investigational New Drug

(IND) application, and Nuvation Bio plans to initiate enrollment in a Phase 1/2 study of its lead investigational compound, NUV-422,

a CDK2/4/6 inhibitor, in patients with high-grade gliomas, including glioblastoma multiforme (GBM), by the first quarter of 2021.

Nuvation Bio anticipates submitting up to five additional INDs by 2026 for therapies targeting some of the most difficult-to-treat

solid tumors and hematologic cancers.

Founded in 2018, Nuvation Bio has assembled strong management

and scientific teams led by Dr. Hung, an oncologist and biopharma industry veteran. Dr. Hung previously founded Medivation, Inc.,

which developed XTANDI (enzalutamide), one of the world's leading prostate cancer medicines, and talazoparib

(now marketed as TALZENNA ), a novel PARP inhibitor for the treatment of breast cancer. Medivation was acquired

by Pfizer in 2016 for $14.3 billion in an all-cash deal.

The team that discovered and developed Nuvation Bio's

compounds includes chemists who worked at Medivation and took XTANDI from first in vitro laboratory experiment to FDA approval

in seven years - one of the fastest development timelines in pharmaceutical history. In addition to Medivation, Nuvation

Bio's management team comprises biopharma industry veterans who have contributed to drug discovery, development and commercialization

at a number of other biopharmaceutical companies, including Clovis Oncology, Eli Lilly, Johnson & Johnson, Millennium Pharmaceuticals,

Radius Health and Roche. Dr. Hung, together with the team of chemists from Medivation, invented all of the programs in Nuvation

Bio's current pipeline, which are wholly owned and controlled by Nuvation Bio.

The Combined Company's Board of Directors is expected

to consist of one director designated by Panacea plus existing Nuvation Bio directors Daniel Welch (Chair), Robert Bazemore, Kim

Blickenstaff, Kathryn Falberg, David Hung, M.D., and W. Anthony Vernon. Michelle Doig of Omega Funds will remain on the Board during

a transition to be completed by June 1, 2021.

Summary of Transaction

Current Nuvation Bio shareholders and option holders are converting

100% of their vested equity interests into a total of 150 million shares or equivalent options of the Combined Company. Current

shareholders of Panacea are retaining their shares of common stock and warrants of Panacea, which will become common stock and

warrants of the Combined Company on a one-for-one basis.

Additional information about the transaction will be provided

in a Current Report on Form 8-K that will contain an investor presentation to be filed by Panacea with the Securities and Exchange

Commission (SEC) and will be available at www.sec.gov. In addition, Panacea intends to file a registration statement on Form S-4

with the SEC, which will include a proxy statement/ prospectus, and will file other documents regarding the proposed transaction

Jefferies is acting as lead capital markets and financial advisor

to Nuvation Bio. BMO Capital Markets, BTIG, RBC Capital Markets and Wedbush PacGrow are also acting as advisors to Nuvation Bio.

Cooley is acting as legal counsel to Nuvation Bio.

Cowen is acting as financial advisor to Panacea and private

placement agent. Skadden Arps Slate Meagher & Flom is acting as legal counsel to Panacea.

Investor Webcast Information

In connection with this announcement, Nuvation Bio and Panacea

will host a webcast today, Wednesday, October 21, at 8:30 a.m. ET. To access a live or recorded webcast of the call, please visit:

https://event.webcasts.com/starthere.jsp?ei=1390835&tp_key=741c4475ac. The recorded webcast will be available at www.NuvationBio.com

and panacea.ecor1cap.com for approximately 30 days following the call.

Panacea is a blank check company formed for the purpose of effecting

a business combination with one or more businesses with a focus on the biotechnology sector. Panacea is led by Chairman Dan Bradbury,

Chief Executive Officer Oleg Nodelman, Chief Financial Officer Scott Perlen, Chief Operating Officer Scott Platshon, and Chief

Investment Officer Caroline Stout.

EcoR1 Capital LLC is a fundamental biotechnology-focused investment

advisory firm. Based in San Francisco, EcoR1 evaluates and selects extraordinary biotechnology companies that are pursuing the

highest quality science and demonstrate strong business fundamentals. Like the EcoR1 restriction enzyme which helped to transform

the biomedical field, EcoR1 seeks to help move medical research forward through investments into compelling biotech companies that