Exhibit 10.24


 


First
LOAN MODIFICATION AGREEMENT


 


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”).


 


1.          DESCRIPTION
OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Borrower is indebted to the Lenders pursuant to a loan arrangement dated as of January
27, 2012, evidenced by, among other documents, a certain Loan and Security Agreement dated as of January 27, 2012, among Borrower,
Agent and the Lenders (the “Loan Agreement”). Capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to such terms in the Loan Agreement.


 


2.          DESCRIPTION
OF COLLATERAL. Repayment of the Obligations is secured by the Collateral as described in the Loan Agreement. Hereinafter, the
Loan Agreement, together with all other documents evidencing or securing the Obligations shall be referred to as the “Existing
Loan Documents”.


 


3.          DESCRIPTION
OF CHANGE IN TERMS.


 


A.           Modifications
to Loan Agreement.


 


		1.	The Loan Agreement shall be amended by deleting the following
text appearing as Section 6.6(a) thereof:



 


“(a)          Maintain
its, its Subsidiaries’, and its Parent’s operating, depository and securities accounts with SVB and SVB’s Affiliates,
which accounts shall represent at least ninety percent (90.0%) of the dollar value of Borrower’s and such Subsidiaries’
and Parent’s accounts at all financial institutions.”


 


and inserting in lieu thereof
the following:


 


“(a)          Maintain
its, its Subsidiaries’, and its Parent’s operating, depository and securities accounts with SVB and SVB’s Affiliates,
which accounts shall represent at least fifty percent (50.0%) of the dollar value of Borrower’s and such Subsidiaries’
and Parent’s accounts at all financial institutions.”


 


		2.	The Loan Agreement shall be amended by deleting the following
text appearing as Section 8.2(a) thereof:



 


“(a)          Borrower
fails or neglects to perform any obligation in Sections 6.1(a) (with respect to Borrower’s maintenance of legal existence
set forth in first sentence only), 6.2, 6.4, 6.5, 6.6, or 6.9, or violates any covenant in Section 7; or”


 


and inserting in lieu thereof
the following:


 


“(a)          Borrower
fails or neglects to perform any obligation in (x) Section 6.6(a) with respect to the percentage required to be maintained with
SVB and SVB’s Affiliates, and such failure is not cured within three (3) Business Days after Borrower’s knowledge thereof,
or (y) any of Sections 6.1(a) (with respect to Borrower’s maintenance of legal existence set forth in first sentence only),
6.2, 6.4, 6.5, 6.6 (other than as set forth in clause (x) above), or 6.9, or violates any covenant in Section 7; or”


 




    	 



    	 



    

  


4.          FEES
& EXPENSES. Borrower shall reimburse Agent and the Lenders for all legal fees and out-of
pocket expenses incurred in connection with this Loan Modification Agreement.


 


5.          RATIFICATION
OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all security or other collateral
granted to Agent, for the ratable benefit of the Lenders, and confirms that the indebtedness secured thereby includes, without
limitation, the Obligations.


 


6.          PERFECTION
CERTIFICATE. Borrower hereby agrees to deliver, within thirty (30) days following the date hereof, an update to the terms and
disclosures contained in Borrower’s Perfection Certificate dated as of December 22, 2011.


 


7.          NO
DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that Borrower has no offsets, defenses, claims, or counterclaims
against Agent and/or the Lenders with respect to the Obligations, or otherwise, and that if Borrower now has, or ever did have,
any offsets, defenses, claims, or counterclaims against Agent and/or the Lenders, whether known or unknown, at law or in equity,
all of them are hereby expressly WAIVED and Borrower hereby RELEASES Agent and/or the Lenders from any liability thereunder.


 


8.          REPRESENTATIONS
AND WARRANTIES. To induce Agent and the Lenders to enter into this Loan Modification Agreement, Borrower does hereby warrant,
represent and covenant to Agent and the Lenders that, after giving effect to this Loan Modification Agreement, (i) each representation
or warranty of Borrower set forth in the Loan Agreement is hereby restated and reaffirmed as true and correct in all material respects
on and as of the date of this Loan Modification Agreement as if such representation or warranty were made on and as of the date
of this Loan Modification Agreement (except to the extent that any such representation or warranty expressly relates to a prior
specific date or period), (ii) no Default or Event of Default has occurred and is continuing as of the date hereof and (iii) Borrower
has the power and is duly authorized to enter into, deliver and perform this Loan Modification Agreement and this Loan Modification
Agreement is the legal, valid and binding obligation of Borrower enforceable against Borrower in accordance with its terms.


 


9.          CONTINUING
VALIDITY. Except as expressly modified pursuant to this Loan Modification Agreement, the terms of the Existing Loan Documents
remain unchanged and in full force and effect. The Lenders’ agreement to modifications to the existing Obligations pursuant
to this Loan Modification Agreement in no way shall obligate Agent or the Lenders to make any future modifications to the Obligations.
Nothing in this Loan Modification Agreement shall constitute a satisfaction of the Obligations. It is the intention of Agent, the
Lenders and Borrower to retain as liable parties all makers of Existing Loan Documents, unless the party is expressly released
by the Lenders in writing. No maker will be released by virtue of this Loan Modification Agreement.


 


10.         CONDITION
PRECEDENT TO EFFECTIVENESS OF THIS LOAN MODIFICATION AGREEMENT. This Loan Modification Agreement shall become effective as
of the date referred to above upon the satisfaction of the following conditions precedent:


 


		A.	Agent shall have received, in form and substance satisfactory
to Agent and the Lenders, one or more counterparts of this Loan Modification Agreement, duly executed and delivered by Borrower,
Agent and the Lenders.



 


		B.	Agent shall have received, in form and substance satisfactory
to Agent and the Lenders, a Control Agreement with respect to the securities account to be established by Borrower at UBS Financial
Services Inc.



 


		C.	Borrower shall have executed and delivered to Agent and
the Lenders such additional documents, instruments, and agreements as Agent may reasonably request.



 


11.         COUNTERPARTS.
This Loan Modification Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and
all of which when taken together shall constitute one and the same instrument.


 




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12.         GOVERNING
LAW. THIS LOAN MODIFICATION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE COMMONWEALTH
OF MASSACHUSETTS APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS
OF LAWS.


 


13.         ENTIRE
AGREEMENT. The Existing Loan Documents as and when amended through this Loan Modification Agreement embody the entire agreement
between the parties hereto relating to the subject matter thereof and supersede all prior agreements, representations and understandings,
if any, relating to the subject matter thereof.


 


[Remainder of Page Intentionally Left Blank
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Signature Page(s) to Follow.]


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Loan Modification Agreement to be executed as of the date first written above.


 


BORROWER:


 


CHIMERIX, INC.


 


By: /s/ Timothy W. Trost

Name: Timothy W. Trost

Title: SVP & CFO


 


AGENT:


 


MIDCAP FINANCIAL SBIC, LP


By: MIDCAP FINANCIAL SBIC GP, LLC, its General Partner 


 


By: /s/ Luis Viera

Name: Luis Viera

Title: Managing Director

 


LENDERS:


 


MIDCAP FINANCIAL SBIC, LP


By: MIDCAP FINANCIAL SBIC GP, LLC, its General Partner


 


By: /s/ Luis Viera

Name: Luis Viera

Title: Managing Director




 


SILICON VALLEY BANK, as a Lender


 


By: /s/ Chris J. Stoecker

Name: Chris J. Stoecker

Title: Director

 


[Signature Page – First Loan Modification
Agreement – Term Loan]