CHIMERIX, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 20__ Debt SecuritiesIndenture • August 10th, 2020 • Chimerix Inc • Pharmaceutical preparations • New York
Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
3,650,000 Shares CHIMERIX, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • October 31st, 2014 • Chimerix Inc • Pharmaceutical preparations • New York
CHIMERIX, INC., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), 3,650,000 shares of the Company’s common stock, par value $0.001 per share (the “Firm Shares”).
CHIMERIX, INC. and _____________, As Warrant Agent Form of Preferred Stock Warrant Agreement Dated As Of __________ CHIMERIX, INC. Form of Preferred Stock Warrant AgreementPreferred Stock Warrant Agreement • February 29th, 2024 • Chimerix Inc • Pharmaceutical preparations • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [·], between Chimerix, Inc., a Delaware corporation (the “Company”), and [·], a [corporation] [national banking association] organized and existing under the laws of [·] and having a corporate trust office in [·], as warrant agent (the “Warrant Agent”).
CHIMERIX, INC. AND _____________, As Warrant Agent Form of Common Stock Warrant Agreement Dated as of __________ CHIMERIX, INC. Form of Common Stock Warrant AgreementCommon Stock Warrant Agreement • February 29th, 2024 • Chimerix Inc • Pharmaceutical preparations • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Chimerix, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
OPEN MARKET SALE AGREEMENT1Open Market Sale Agreement • February 29th, 2024 • Chimerix Inc • Pharmaceutical preparations • New York
Chimerix, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.001 per share (the “Common Shares”), having an aggregate offering price of up to $75,000,000 on the terms set forth in this agreement (this “Agreement”).
CHIMERIX, INC. and ________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [__], 20___Warrant Agreement • November 8th, 2017 • Chimerix Inc • Pharmaceutical preparations • New York
Debt Securities Warrant Agreement (this “Agreement”), dated as of between Chimerix, Inc., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
CHIMERIX, INC. and _____________, As Warrant Agent Form of Debt Securities Warrant Agreement Dated As Of __________ CHIMERIX, INC. Form of Debt Securities Warrant AgreementDebt Securities Warrant Agreement • February 29th, 2024 • Chimerix Inc • Pharmaceutical preparations • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Chimerix, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
·] Shares CHIMERIX, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • October 8th, 2013 • Chimerix Inc • Pharmaceutical preparations • New York
Certain shareholders named in Schedule I hereto (the “Selling Shareholders”) of CHIMERIX, INC., a Delaware corporation (the “Company”), severally propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [·] shares of the Company’s common stock, par value $0.001 per share (the “Firm Shares”), with each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto.
ContractWarrant Agreement • January 30th, 2013 • Chimerix Inc • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
INDEMNITY AGREEMENTIndemnity Agreement • March 8th, 2013 • Chimerix Inc • Pharmaceutical preparations • Delaware
This Indemnity Agreement (this “Agreement”) dated as of ____________________, is made by and between Chimerix, Inc., a Delaware corporation (the “Company”), and ____________________________ (“Indemnitee”).
CHIMERIX, INC. $75,000,000 COMMON STOCK SALES AGREEMENTCommon Stock Sales Agreement • November 8th, 2017 • Chimerix Inc • Pharmaceutical preparations • New York
11,765,000 Shares CHIMERIX, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • January 21st, 2021 • Chimerix Inc • Pharmaceutical preparations • New York
ContractWarrant Agreement • January 30th, 2013 • Chimerix Inc • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR WITHOUT AN...Warrant Agreement • March 8th, 2013 • Chimerix Inc • Pharmaceutical preparations • Connecticut
THIS CERTIFIES THAT, for value received, General Electric Capital Corporation (“Holder”) is entitled to subscribe for and purchase Twenty One Thousand (21,000) shares of the fully paid and nonassessable Series B-l Preferred Stock (the “Shares” or the “Preferred Stock”) of CHIMERIX, INC., a Delaware corporation (the “Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Series B-l Preferred Stock” shall mean the Company’s presently authorized Series B-l Preferred Stock and any stock into which such Series B-l Preferred Stock may hereafter be converted or exchanged.
CONSULTING AGREEMENTConsulting Agreement • March 8th, 2013 • Chimerix Inc • Pharmaceutical preparations • North Carolina
THIS Consulting Agreement (the "Agreement") is made as of February 7, 2012 (the "Effective Date"), by and between Chimerix, Inc., a Delaware corporation (the "Company"), and Synergee LLC, a limited liability corporation organized under the laws of New Jersey (the "Consultant").
7,300,000 Shares CHIMERIX, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 21st, 2014 • Chimerix Inc • Pharmaceutical preparations • New York
CHIMERIX, INC., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), 7,300,000 shares of the Company’s common stock, par value $0.001 per share (the “Firm Shares”).
AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 7th, 2014 • Chimerix Inc • Pharmaceutical preparations • Delaware
This Amendment (“Amendment”) is entered into as of October 29, 2014, by and among Chimerix, Inc. (the “Company”) and the undersigned holders of capital stock of the Company that are parties to that certain Amended and Restated Investor Rights Agreement entered into as of February 7, 2011, by and among the Company and the persons and entities listed on Schedule A attached thereto (as the same may be amended from time to time, the “Rights Agreement”). Capitalized terms used but not otherwise defined herein have the meanings given to them in the Rights Agreement.
FIFTH AMENDMENT TO OFFICE LEASEOffice Lease • November 7th, 2014 • Chimerix Inc • Pharmaceutical preparations • North Carolina
THIS FIFTH AMENDMENT TO OFFICE LEASE (this “Fifth Amendment”) is made as of this 2nd day of July, 2014 (the “Effective Date”), by and between AREP MERIDIAN I LLC, a Delaware limited liability company (“Landlord”), and CHIMERIX, INC., a Delaware corporation (“Tenant”).
LEASE AGREEMENTLease Agreement • March 8th, 2013 • Chimerix Inc • Pharmaceutical preparations • North Carolina
THIS LEASE (this “Lease”) is made as of this 1st day of September 2008, between Biopharm Properties, LLC (“Landlord”) and Chimerix, Inc. (“Tenant”). In consideration of the mutual promises and representations in this Lease, the Landlord and Tenant agree as follows:
ContractAsset Purchase Agreement • May 18th, 2022 • Chimerix Inc • Pharmaceutical preparations • Delaware
CERTAIN PORTIONS OF THIS EXHIBIT (INDICATED BY “[***]”) HAVE BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
CONSULTING AGREEMENTConsulting Agreement • March 8th, 2013 • Chimerix Inc • Pharmaceutical preparations • North Carolina
This Consulting Agreement (the “Agreement”) is made as of August 12, 2011 (the “Effective Date”), by and between CHIMERIX, INC., a Delaware corporation (the “Company”), and EPD Pharma Solutions, LLC, Dr. J. Michael Grindel, an individual (the “Consultant”).
COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT by and between MERCK SHARP & DOHME CORP. and CHIMERIX, INC.Collaboration and Exclusive License Agreement • March 8th, 2013 • Chimerix Inc • Pharmaceutical preparations • New York
THIS COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT (“Agreement”), effective as of July 23, 2012 (the “Effective Date”), is made by and between MERCK SHARP & DOHME CORP., a corporation organized and existing under the laws of New Jersey, (“Merck”) and CHIMERIX, INC., a corporation organized and existing under the laws of the State of Delaware (“Chimerix”).
CONSULTING AGREEMENTConsulting Agreement • March 8th, 2013 • Chimerix Inc • Pharmaceutical preparations • North Carolina
This Consulting Agreement (the “Agreement”) is made as of January 1, 2013 (the “Effective Date”), by and between Chimerix, Inc., a Delaware corporation (the “Company”), and EPD Pharma Solutions, LLC, (the “Consultant”).
amended and restated INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 8th, 2013 • Chimerix Inc • Pharmaceutical preparations • Delaware
This Amended and Restated Investor Rights Agreement (the “Agreement”) is entered into as of February 7, 2011, by Chimerix, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A, each of which is herein referred to as an “Investor.”
OFFICE LEASE WITH Chimerix, Inc.Office Lease • March 8th, 2013 • Chimerix Inc • Pharmaceutical preparations • North Carolina
THIS OFFICE LEASE (“Lease”) is made and entered into as of the 1st day of September, 2007, by and between ACP 2505 Meridian LLC (“Landlord”), a Delaware limited liability company, and Chimerix, Inc. (“Tenant”), a Delaware corporation.
LICENSE AGREEMENT BETWEEN CHIMERIX, INC AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR CASE NO [...***...] CASE NO [...***...] CASE NO [...***...]License Agreement • March 8th, 2013 • Chimerix Inc • Pharmaceutical preparations • California
This agreement (“Agreement”) is made by and between Chimerix, Inc. a Delaware corporation having an address at 14024 Rue Saint Raphael, Del Mar, CA 92014 (“LICENSEE”) and The Regents Of The University of California, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 (“UNIVERSITY”), represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer & Intellectual Property Services, Mail-code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 (“UCSD”). LICENSEE and UNIVERSITY may each be referred to herein as a “Party” or collectively as the “Parties.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 8th, 2013 • Chimerix Inc • Pharmaceutical preparations • Massachusetts
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of January 27, 2012 (the “Effective Date”) by and among (a) MIDCAP FINANCIAL SBIC, LP, a Delaware limited partnership (“MidCap”), as administrative agent (the “Agent”), (b) the Lenders listed on Schedule 1 hereto and otherwise party hereto from time to time, including, without limitation, MidCap and SILICON VALLEY BANK, a California Corporation (“SVB”), each a “Lender”, and collectively the “Lenders”, and (c) CHIMERIX, INC., a Delaware corporation (“Borrower”), provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
Re: Employment AgreementEmployment Agreement • March 8th, 2013 • Chimerix Inc • Pharmaceutical preparations • North Carolina
This letter is to confirm our understanding with respect to your employment by Chimerix, Inc. (the “Company”). The terms and conditions agreed to in this letter are hereinafter referred to as the “Agreement”. In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, we have agreed as follows:
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 28th, 2022 • Chimerix Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT, dated as of September 26, 2022 (this “Amendment”), is being entered into by and between Chimerix, Inc., a Delaware corporation (the “Seller”), Emergent BioSolutions Inc., a Delaware corporation (“Emergent”) and Emergent Biodefense Operations Lansing LLC, a Delaware limited liability company (the “Purchaser”) as successor-in-interest by assignment from Emergent as of the Closing. The Purchaser, Emergent and the Seller are collectively referred to herein as the “Parties”, and each, a “Party”. Capitalized terms used in this Amendment that are not otherwise defined herein shall have the meanings given to them in the Purchase Agreement.
Severance Agreement and RELEASESeverance Agreement • May 9th, 2014 • Chimerix Inc • Pharmaceutical preparations • North Carolina
This Severance Agreement and Release (“Release”) is made and entered into by and between Kenneth I. Moch (hereinafter “Employee”), and Chimerix, Inc., a Delaware corporation (hereinafter the “Company”).
INDUSTRIAL BUILDING LEASE BETWEEN NORTHWOOD RTC LLC, AS LANDLORD AND CHIMERIX, INC., AS TENANT RESEARCH TRI-CENTER NORTH I DURHAM, NORTH CAROLINAIndustrial Building Lease • March 14th, 2014 • Chimerix Inc • Pharmaceutical preparations
This Industrial Building Lease Agreement (the "Lease") is made and entered into as of the 10th day of March, 2014, between NORTHWOOD RTC LLC, a Delaware limited liability company ("Landlord"), and CHIMERIX, INC., a Delaware corporation ("Tenant").
First LOAN MODIFICATION AGREEMENTLoan Modification Agreement • March 7th, 2014 • Chimerix Inc • Pharmaceutical preparations • Massachusetts
This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of December 18, 2013 (the “First Loan Modification Closing Date”), by and among MIDCAP FINANCIAL SBIC, LP, a Delaware limited partnership (“MidCap”), as administrative agent (the “Agent”), (b) the Lenders party hereto, including, without limitation, MidCap and SILICON VALLEY BANK, a California Corporation (“SVB”), each a “Lender”, and collectively the “Lenders”, and (c) CHIMERIX, INC., a Delaware corporation (“Borrower”).
INVESTOR’S RIGHTS AGREEMENTInvestor's Rights Agreement • July 31st, 2019 • Chimerix Inc • Pharmaceutical preparations • Delaware
THIS INVESTOR’S RIGHTS AGREEMENT (this “Agreement”), is made as of July 26, 2019, by and between Chimerix, Inc., a Delaware corporation (the “Company”), and Cantex Pharmaceuticals, Inc., a Delaware corporation (“Investor”).
DEED OF SUBLEASE AGREEMENTSublease Agreement • March 8th, 2013 • Chimerix Inc • Pharmaceutical preparations • Virginia
THIS DEED OF SUBLEASE AGREEMENT (this “Sublease”) is made and entered into this 7th day of March, 2011 by and between MDxHealth, Inc. (formerly known as OncoMethylome Sciences, Inc.), a Delaware corporation (“Sublandlord”), and Chimerix, Inc., a Delaware corporation (“Subtenant”).
AGREEMENT AND RELEASEAgreement and Release • March 5th, 2019 • Chimerix Inc • Pharmaceutical preparations • North Carolina
This Agreement and Release (“Release”) is made and entered into by and between M. Michelle Berrey (hereinafter “Employee”), and Chimerix, Inc., a Delaware corporation (hereinafter the “Company”).
