Exhibit 10.1


 








 


 


May 31, 2019


Megan Sniecinski


3 Briar Lane


Lebanon, NJ 08833


 


Dear Ms. Sniecinski:


On behalf
of BioCryst Pharmaceuticals, Inc., a Delaware corporation (the “Company”), we are pleased to offer you the position
of Chief Business Officer. We, along with the other members of the Company’s Board of Directors (the “Board”),
and the Company’s management team, are all very impressed with you and what you will bring to the Company. We believe that
with your background, you will make significant contributions to the success of the Company.


This
letter agreement (the “Agreement”) will serve to confirm our agreement with respect to the terms and conditions of
your employment.


1.             
Term of Employment.





		(a)	Subject to the terms and conditions
                                         of this Agreement, the Company hereby employs Megan Sniecinski (“Employee”)
                                         as Chief Business Officer. Employee shall commence employment at the Company’s
                                         offices in Durham, North Carolina. Employee shall devote substantially full-time attention
                                         to the business and affairs of the Company and its affiliates. Employee may (i) serve
                                         on corporate, civic, charitable or non-profit boards or committees, subject in all cases
                                         to the prior approval of the Board and other applicable written policies of the Company
                                         and its affiliates as in effect from time to time, and (ii) manage personal and family
                                         investments, participate in industry organizations and deliver lectures at educational
                                         institutions or events, so long as no such service or activity interferes, individually
                                         or in the aggregate, with the performance of Employee’s responsibilities hereunder.






		(b)	The term of employment of Employee
                                         under this Agreement shall commence no later than July 16, 2019 (the “Effective
                                         Date”) and terminate on the second anniversary of the Effective Date unless earlier
                                         terminated in accordance with the provisions of Section 4. In the event Employee is retained
                                         by the Company as Chief Business Officer past the second anniversary of the Effective
                                         Date, the terms of Employee’s employment shall continue to be governed by this
                                         Agreement unless otherwise provided by the Board.



 



     


     


    




2.             
Basic Full-Time Compensation and Benefits.


		(a)	Commencing as of the Effective
                                         Date, as basic compensation for services rendered under this Agreement, Employee shall
                                         be entitled to receive from the Company a salary of $37,500 per month ($450,000 per annum)
                                         (the “Base Salary”), payable in accordance with the Company’s standard
                                         payroll practices as in effect from time to time during the term of this Agreement. The
                                         Base Salary will be reviewed annually by the Board or a committee thereof and may be
                                         raised at the discretion of the Board or such committee.






		(b)	Employee shall be eligible
                                         to earn a cash bonus, payable as soon as reasonably practicable in the calendar year
                                         following each calendar year during the term of this Agreement, based on the Company’s
                                         and/or Employee’s achievement of performance related goals proposed by management
                                         and approved by the Board or a committee thereof for the Company’s applicable fiscal
                                         year (the “Incentive Compensation”). The Incentive Compensation actually
                                         earned, if any, shall be determined in the sole discretion of the Board or a committee
                                         thereof and shall be based on a target amount equal to forty percent (40%) of the Base
                                         Salary earned by Employee during such fiscal year (the “Target Amount”),
                                         which shall not be pro-rated for the first fiscal year of the term of this Agreement.
                                         The Board or a committee thereof may, in its discretion, approve an Incentive Compensation
                                         payment in excess of the Target Amount if the performance goals have been exceeded. Employee
                                         must be employed through April 1 of the next succeeding fiscal year in order to
                                         receive the Incentive Compensation payment for each fiscal year.






		(c)	Employee shall be entitled
                                         to receive such other benefits and perquisites provided to similarly situated executive
                                         officers of the Company, subject to modification or termination at any time, which benefits
                                         may include, without limitation, reasonable vacation (currently four (4) weeks), sick
                                         leave, medical benefits, life insurance, and participation in profit sharing or retirement
                                         plans.






3.             
Performance Based Equity Awards.





		(a)	On the Effective Date, the
                                         Company shall grant to Employee an option to purchase 500,000 shares of the Company’s
                                         common stock (“Common Stock”), with an exercise price equal to the fair market
                                         value of the Common Stock on the date of the grant (the “Initial Option”).
                                         The Initial Option shall be granted under and subject to the terms of the Company’s
                                         Inducement Equity Incentive Plan, effective as of April 24, 2019, subject to the terms
                                         of an award agreement between Employee and the Company, which Employee will be required
                                         to execute as a condition of the grant.






		(b)	The Initial Option shall vest
                                         and become exercisable, contingent on Employee’s continued provision of services
                                         to the Company on each respective vesting date, over a period of four (4) years as follows:
                                         (i) with respect to 150,000 shares of Common Stock, on the first anniversary of the Effective
                                         Date; and (ii) with respect to the remaining 350,000 shares of Common Stock, on each
                                         anniversary thereafter for the following three years until fully vested.







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		(c)	During the term of this Agreement,
                                         Employee shall be eligible to receive equity-based compensation as determined in the
                                         sole discretion of the Board or a committee thereof, which may be subject to the achievement
                                         of certain performance targets set by the Board or such committee. All such equity-based
                                         awards shall be subject to the terms and conditions set forth in the Company’s
                                         Stock Incentive Plan as in effect from time to time and award agreements issued thereunder.






4.             
Termination.





		(a)	If Employee’s employment
                                         is terminated by the Company for Cause or by Employee other than pursuant to a Constructive
                                         Termination, or due to the expiration of the stated term of this Agreement or Employee’s
                                         death or Disability, the Company shall pay Employee (i) any accrued and unpaid Base Salary,
                                         payable on the next payroll date; (ii) reimbursement for any and all monies advanced
                                         or expenses incurred in connection with Employee’s employment for reasonable and
                                         necessary expenses incurred by Employee on behalf of the Company for the period ending
                                         on the termination date, which amount shall be reimbursed within thirty (30) days of
                                         the Company’s receipt of proper documentation from Employee; (iii) any compensation
                                         that Employee had previously deferred (including any interest earned or credited thereon),
                                         in accordance with the terms and conditions of the applicable deferred compensation plans
                                         or arrangements then in effect, to the extent vested as of Employee’s termination
                                         date, paid pursuant to the terms of such plans or arrangements; and (iv) any vested amount
                                         or benefit payable under any benefit plan or program in accordance with the terms thereof
                                         (the foregoing items in this Section 4(a), the “Accrued Obligations”).






For all purposes under
this Agreement, a termination for “Cause” shall mean a determination by the Board that Employee’s employment
be terminated for any of the following reasons: (i) failure or refusal to comply in any material respect with lawful policies,
standards or regulations of Company; (ii) a violation of a federal or state law or regulation applicable to the business
of the Company; (iii) conviction or plea of no contest to a felony under the laws of the United States or any State; (iv) fraud
or misappropriation of property belonging to the Company or its affiliates; (v) a breach in any material respect of the terms
of any confidentiality, invention assignment or proprietary information agreement with the Company or with a former employer,
(vi) failure to satisfactorily perform Employee’s duties after having received written notice of such failure and at
least thirty (30) days to cure such failure, or (vii) misconduct or gross negligence in connection with the performance
of Employee’s duties.


For all purposes under
this Agreement, “Disability” shall mean the inability of Employee to perform Employee’s duties hereunder by
reason of physical or mental incapacity for ninety (90) days, whether consecutive or not, during any consecutive twelve (12) month
period. 






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		(b)	If Employee’s employment
                                         is terminated by the Company without Cause, or by Employee pursuant to a Constructive
                                         Termination, then Employee will receive any Accrued Obligations and, subject to Section
                                         4(c), Employee will receive the following: (i) continuation of Base Salary for one
                                         (1) year following the effective termination date, payable in accordance with the regular
                                         payroll practices of the Company; (ii) payment of one times Employee’s annual target
                                         Incentive Compensation in effect for the fiscal year in which Employee’s termination
                                         date occurs, payable in equal installments over the regularly scheduled payroll periods
                                         of the Company for the one year following the effective date of termination; and (iii) if
                                         Employee elects to continue health insurance coverage under the Consolidated Omnibus
                                         Budget Reconciliation Act of 1985, as amended (“COBRA”) following termination
                                         of employment, the Company shall pay the monthly premium under COBRA on the same basis
                                         as active employees until the earlier of (x) 12 months following the effective termination
                                         date, or (y) the date upon which Employee commences employment with an entity other
                                         than the Company. Employee will notify the Company in writing within five (5) days of
                                         Employee’s receipt of an offer of employment with any entity other than the Company,
                                         and will accordingly identify the date upon which Employee will commence employment in
                                         such writing (clauses (i) through (iii), “Severance”).


 For all purposes
under this Agreement, “Change of Control” shall mean: (i) the sale, transfer, or other disposition of all or substantially
all of the assets of the Company in liquidation or dissolution of the Company; (ii) the consummation of a merger or consolidation
of the Company with any other corporation or other entity, other than (I) a merger or consolidation (A) which results in the voting
securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent fifty percent
(50%) or more of the combined voting power of the surviving entity or the ultimate parent thereof outstanding immediately after
such merger or consolidation and (B) immediately following which the individuals who comprise the Board immediately prior thereto
constitute fifty percent (50%) or more of the board of directors of the entity surviving such merger or consolidation or, if the
Company or the entity surviving such merger or consolidation is then a subsidiary, the ultimate parent thereof, or (II) a merger
or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes
the beneficial owner (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)),
directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities
acquired directly from the Company or its affiliates) representing more than fifty percent (50%) of the combined voting power
of the Company’s then outstanding securities; (iii) any person or related group of persons (other than the Company or a
person that directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly
acquires beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent
(50%) of the total combined voting of the Company’s outstanding securities pursuant to a tender or exchange offer made directly
to the Company’s stockholders; or (iv) a change in the composition of the Board over a period of twelve (12) consecutive
months such that a majority of the Board members (rounded up to the next whole number) ceases to be comprised of individuals who
either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election
as Board members during such period by at least two-thirds of the Board members described in clause (A) who were still in office
at the time such election or nomination was approved by the Board.






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For all purposes under
this Agreement, “Constructive Termination” shall mean a resignation of employment within 30 days of the occurrence
of any of the following events which occurs within 6 months following a Change of Control: (i) a material reduction in Employee’s
responsibilities; (ii) a material reduction in Employee’s Base Salary, unless such reduction is comparable in percentage
to, and is part of, a reduction in the base salary of all executive officers of the Company; or (iii) a relocation of Employee’s
principal office to a location more than 50 miles from the location of Employee’s principal office immediately preceding
a Change of Control.





		(c)	The Company’s obligation
                                         to provide Severance is conditioned upon Employee returning to the Company all of its
                                         property and confidential information that is in Employee’s possession and Employee’s
                                         execution and non-revocation of an enforceable release of claims (the “Release”).
                                         If Employee chooses not to execute the Release, revokes Employee’s execution of
                                         the Release, or fails to comply with the terms of the Release, then the Company shall
                                         have no obligation to provide Severance and such Severance amount is subject to recoupment
                                         by the Company. The Release shall be provided to Employee no later than seven (7) days
                                         following Employee’s separation from service and Employee must execute it within
                                         the time period specified in the Release (which shall not be longer than forty-five (45)
                                         days from the date of receipt). The Release shall not be effective until any applicable
                                         revocation period has expired.






5.             
Non-Competition; Proprietary Information and Inventions. 





		(a)	Proprietary Information
                                         and Inventions Agreement; Non-Competition and Non-Solicitation Agreement. As a condition
                                         precedent to the employment of Employee by the Company, Employee shall execute (i) the
                                         Company’s Proprietary Information and Inventions Agreement, attached hereto as
                                         Exhibit A, and (ii) the Company’s Non-Competition and Non-Solicitation Agreement,
                                         attached hereto as Exhibit B.






		(b)	Equitable Remedies.
                                         Employee acknowledges and recognizes that a violation of the Proprietary Information
                                         and Inventions Agreement or the Non-Competition and Non-Solicitation Agreement by Employee
                                         may cause irreparable and substantial damage and harm to the Company or its affiliates,
                                         could constitute a failure of consideration, and that money damages will not provide
                                         a full remedy for the Company for such violations. Employee agrees that in the event
                                         of Employee’s breach of the Proprietary Information and Inventions Agreement or
                                         the Non-Competition and Non-Solicitation Agreement, the Company will be entitled, if
                                         it so elects, to institute and prosecute proceedings at law or in equity to obtain damages
                                         with respect to such breach, to enforce the specific performance of such agreement(s)
                                         by Employee, and to enjoin Employee from engaging in any activity in violation hereof.







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6.             
Miscellaneous.


		(a)	Entire Agreement. This
                                         Agreement, including the exhibits hereto, constitutes the entire agreement between the
                                         parties relating to the employment of Employee by the Company and there are no terms
                                         relating to such employment other than those contained in this Agreement. No modification
                                         or variation hereof shall be deemed valid unless in writing and signed by the parties
                                         hereto. No waiver by either party of any provision or condition of this Agreement shall
                                         be deemed a waiver of similar or dissimilar provisions or conditions at any time.






		(b)	Assignability. This
                                         Agreement may not be assigned without prior written consent of the parties hereto. To
                                         the extent allowable pursuant to this Agreement, this Agreement shall be binding upon
                                         and shall inure to the benefit of each of the parties hereto and their respective executors,
                                         administrators, personal representatives, heirs, successors and assigns.






		(c)	Notices. Any notice
                                         or other communication given or rendered hereunder by any party hereto shall be in writing
                                         and delivered personally or sent by registered or certified mail, postage prepaid, at
                                         the respective addresses of the parties hereto as set forth below.






		(d)	Captions. The section
                                         headings contained herein are inserted only as a matter of convenience and reference
                                         and in no way define, limit or describe the scope of this Agreement or the intent of
                                         any provision hereof.






		(e)	Taxes. All amounts to
                                         be paid to Employee hereunder are in the nature of compensation for Employee’s
                                         employment by the Company, and shall be subject to withholding, income, occupation and
                                         payroll taxes and other charges applicable to such compensation.






		(f)	Section 409A. The parties
                                         intend for the payments and benefits under this Agreement to be exempt from Section 409A
                                         of the Code or, if not so exempt, to be paid or provided in a manner which complies with
                                         the requirements of such section, and intend that this Agreement shall be construed and
                                         administered in accordance with such intention. In the event the Company determines that
                                         a payment or benefit under this Agreement may not be in compliance with Section 409A
                                         of the Code, the Company shall reasonably confer with Employee in order to modify or
                                         amend this Agreement to comply with Section 409A of the Code and to do so in a manner
                                         to best preserve the economic benefit of this Agreement. Notwithstanding anything contained
                                         herein to the contrary, (i) in the event (A) any payments described in Section 4
                                         would be “deferred compensation” subject to Section 409A of the Internal
                                         Revenue Code of 1986, as amended (the “Code”); and (B) Employee is a
                                         “specified employee” (as defined in Code Section 409A(2)(B)(i)), such
                                         payments shall, to the extent required by Code Section 409A, be delayed for the
                                         minimum period and in the minimum manner necessary to avoid the imposition of the tax
                                         required by Section 409A of the Code; (ii) each amount to be paid or benefit to be provided
                                         under this Agreement shall be construed as a separately identified payment for purposes
                                         of Section 409A of the Code; (iii) any payments that are due within the “short
                                         term deferral period” as defined in Section 409A of the Code shall not be treated
                                         as deferred compensation unless applicable law requires otherwise; and (iv) amounts reimbursable
                                         to Employee under this Agreement shall be paid to Employee on or before the last day
                                         of the year following the year in which the expense was incurred and the amount of expenses
                                         eligible for reimbursement (and in-kind benefits provided to Employee) during any one
                                         (1) year may not affect amounts reimbursable or provided in any subsequent year. Notwithstanding
                                         anything in this Agreement to the contrary, in the event any payments hereunder could
                                         occur in one of two calendar years as a result of being dependent upon the Release becoming
                                         nonrevocable, then, to the extent required to avoid the imposition of taxes or penalties
                                         under Section 409A of the Code, such payments shall commence on the first regularly scheduled
                                         payroll date of the Company, following the date the Release becomes nonrevocable, that
                                         occurs in the second of such two calendar years.



 



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		(g)	Golden Parachute Provisions.
                                         If it is determined that any payment or benefit provided by the Company to or for the
                                         benefit of Employee, whether paid or payable or distributed or distributable pursuant
                                         to the terms of this Agreement or otherwise, including, by example and not by way of
                                         limitation, acceleration by the Company or otherwise of the date of vesting or payment
                                         under any plan, program, arrangement or agreement of the Company would be subject to
                                         the excise tax imposed by Internal Revenue Code section 4999 or any interest or penalties
                                         with respect to such excise tax (such excise tax together with any such interest and
                                         penalties, shall be referred to as the “Excise Tax”), then the Company shall
                                         first make a calculation under which such payments or benefits provided to Employee are
                                         reduced to the extent necessary so that no portion thereof shall be subject to the Excise
                                         Tax (the “4999 Limit”). The Company shall then compare (i) Employee’s
                                         Net After-Tax Benefit (as defined below) assuming application of the 4999 Limit with
                                         (ii) Employee’s Net After-Tax Benefit without application of the 4999 Limit. Employee
                                         shall be entitled to the greater of (i) or (ii). “Net After-Tax Benefit”
                                         shall mean the sum of (x) all payments that Employee receives or is entitled to receive
                                         that are contingent on a change in the ownership or effective control of the Company
                                         or in the ownership of a substantial portion of the assets of the Company within the
                                         meaning of Internal Revenue Code section 280G(b)(2), less (y) the amount of federal,
                                         state, local, employment, and Excise Tax (if any) imposed with respect to such payments.
                                         Any reduction pursuant to this Section 6(g) shall be implemented by determining the Parachute
                                         Payment Ratio (as defined below) for each “parachute payment” and then reducing
                                         the “parachute payments” in order beginning with the “parachute payment”
                                         with the highest Parachute Payment Ratio. For “parachute payments” with the
                                         same Parachute Payment Ratio, such “parachute payments” shall be reduced
                                         based on the time of payment of such “parachute payments,” with amounts having
                                         later payment dates being reduced first. For “parachute payments” with the
                                         same Parachute Payment Ratio and the same time of payment, such “parachute payments”
                                         shall be reduced on a pro rata basis (but not below zero) prior to reducing “parachute
                                         payments” with a lower Parachute Payment Ratio. “Parachute Payment Ratio”
                                         shall mean a fraction the numerator of which is the value of the applicable “parachute
                                         payment” for purposes of Internal Revenue Code Section 280G and the denominator
                                         of which is the actual present value of such payment.






		(h)	Governing Law. This
                                         Agreement is made and shall be governed by and construed in accordance with the laws
                                         of the State of North Carolina without respect to its conflicts of law principles.



 


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If the foregoing
correctly sets forth our understanding, please signify your acceptance of such terms by executing this Agreement, thereby signifying
your assent, as indicated below.


 





	 	 	Yours very truly,
	 	 	 
	 	 	BIOCRYST PHARMACEUTICALS, INC.
	 	 	 
	 	 	By:	/s/ Jon Stonehouse
	 	 	 	Jon Stonehouse
	 	 	 	Chief Executive Officer
	 	 	 	 
	 	 	Cc:	Stephanie Angelini
	 	 	 	Vice President Human Resources
	 	 	 
	AGREED AND ACCEPTED	 	 
	 	 	 
	Sign:	/s/ Megan Sniecinski	 	 
	 	Megan Sniecinski	 	 
	 	 	 






























 


   


   




















 


  


 



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Exhibit
A 


(Proprietary
Information and Inventions Agreement) 


EMPLOYEE’S
PROPRIETARY INFORMATION AND INVENTIONS


AGREEMENT


I, Megan Sniecinski, recognize
that BioCryst Pharmaceuticals, Inc., a Delaware corporation (hereinafter the “Company”), is engaged in a continuous
program of research, development, and production respecting its business, present and future, including fields generally related
to its business.


I understand
that:


		A.	As part of my employment by
                                         the Company I will faithfully and diligently serve and endeavor to further and safeguard
                                         the interests of the Company, and I recognize that I am expected to make new contributions
                                         and inventions of value to the Company;






		B.	My employment creates a relationship
                                         of confidence and trust between me and the Company with respect to any information:



i. applicable to the
business of the Company; or


ii. applicable to the
business of any client or customer of the Company,


in each case which may
be made known to me by the Company or by any client or customer of Company or learned by me during the period of my employment.


		C.	The Company possesses and will
                                         continue to possess information that has been created, discovered or developed by, or
                                         assigned, disclosed or otherwise become known to, the Company (including without limitation
                                         information created, discovered, developed, disclosed or made known by me during the
                                         period of or arising out of my employment by the Company) , which information is not
                                         generally known to the public. All of the aforementioned information is hereinafter called
                                         “Proprietary Information.” By way of illustration, but not limitation, Proprietary
                                         Information includes trade secrets, processes, formulas, data and know-how, improvements,
                                         inventions, techniques, marketing plans, financial information, strategies, forecasts,
                                         and customer lists.



In consideration of my employment
or continued employment, as the case may be, by the Company and the compensation received by me from the Company from time to
time. I hereby agree as follows:


		1.	All Proprietary Information shall
                                         be the sole property of the Company, and the Company shall be the sole owner of all rights,
                                         title and interest in connection therewith. I hereby assign to the Company any and all
                                         rights I may have or acquire in such Proprietary Information. At all times, both during
                                         my employment by the Company and after its termination, I will keep in confidence and
                                         trust all Proprietary Information, and I will not use or disclose any Proprietary Information
                                         or anything relating to it without the prior written consent of the Company, except as
                                         may be necessary in the ordinary course of performing my duties as an employee of the
                                         Company. In the event I am required to disclose Proprietary Information pursuant to applicable
                                         law or court order, I shall, whenever legally permissible, promptly disclose such request
                                         to the Company, and cooperate with the Company to seek a protective order and to otherwise
                                         limit such disclosure from becoming public.







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		2.	Notwithstanding anything set forth
                                         in this Agreement, or any other agreement that I have with the Company or its affiliates
                                         to the contrary, I shall not be prohibited from reporting possible violations of federal
                                         or state law or regulation to any governmental agency or entity, legislative body, or
                                         any self-regulatory organization, or making other disclosures that are protected under
                                         the whistleblower provisions of federal or state law or regulation, nor am I required
                                         to notify the Company regarding any such reporting, disclosure or cooperation with the
                                         government. Pursuant to 18 U.S.C. § 1833(b), I understand that I will not be held
                                         criminally or civilly liable under any federal or state trade secret law for the disclosure
                                         of a trade secret of the Company or its affiliates that (i) is made (A) in confidence
                                         to a federal, state, or local government official, either directly or indirectly, or
                                         to my attorney and (B) solely for the purpose of reporting or investigating a suspected
                                         violation of law; or (ii) is made in a complaint or other document that is filed under
                                         seal in a lawsuit or other proceeding.  I understand that if I file a lawsuit for
                                         retaliation by the Company for reporting a suspected violation of law, I may disclose
                                         the trade secret to my attorney and use the trade secret information in the court proceeding
                                         if I (x) file any document containing the trade secret under seal, and (y) do not disclose
                                         the trade secret, except pursuant to court order.  Nothing in this Agreement, or
                                         any other agreement that I have with the Company or its affiliates, is intended to conflict
                                         with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that
                                         are expressly allowed by such section.






		3.	I agree that, during the period of
                                         my employment by the Company, I will not, without the Company’s express prior written
                                         consent, engage in any employment or consulting other than for the Company. In the event
                                         of the termination of my employment by me or by the Company for any reason or at any
                                         time upon the Company’s request, I will promptly deliver to the Company all documents
                                         and data of any nature pertaining to my work with the Company and I will not take with
                                         me any documents or data containing or pertaining to any Proprietary Information.






		4.	I will promptly and fully disclose
                                         to the Company, or any persons designated by it, all improvements, inventions, formulas,
                                         processes, techniques, know-how, and data, whether or not patentable, copyrightable,
                                         or otherwise protectible as intellectual property, made or conceived or reduced to practice
                                         by me, either alone or jointly with others, during the period of my employment by the
                                         Company which are related to or useful in the business of the Company, or result from
                                         the performance of my duties as an employee of the Company or result from use of assets
                                         or premises owned, leased, or contracted for by the Company (all said improvements, inventions,
                                         formulas, processes, techniques, know-how, and data shall be collectively hereinafter
                                         called “Inventions”). I agree to keep complete, accurate, and authentic accounts,
                                         notes, data, and records of all Inventions in the manner and form requested by the Company,
                                         which accounts, notes, data, and records shall be and remain the sole property of the
                                         Company. I agree to surrender the same promptly to the Company upon its request or, in
                                         the absence of such a request, upon the termination of my employment by the Company.







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		5.	I agree that all Inventions are and
                                         shall be the sole property of the Company, and that the Company shall be the sole owner
                                         of all intellectual property and other rights in connection therewith, and by reason
                                         of my being employed by Company, to the extent permitted by law, all of the Inventions
                                         consisting of copyrightable subject matter is “work made for hire” as defined
                                         in the Copyright Act of 1976 (17 U.S.C. § 101). To the extent that any Invention
                                         is not a “work made for hire,” I hereby assign to the Company for no additional
                                         consideration any and all rights I may have or acquire in or to such Inventions, including
                                         the right to sue, counterclaim, and recover for all past, present, and future infringement,
                                         misappropriation, or dilution thereof, and all rights corresponding thereto throughout
                                         the world. I further agree as to all such Inventions to assist the Company in every proper
                                         way (but at the Company’s expense) to apply for, obtain, maintain and from time
                                         to time enforce such intellectual property rights, including patents and extensions and
                                         continuations of said patents, on said Inventions in any and all countries, and to that
                                         end I will execute all documents for use in applying for, obtaining and maintaining such
                                         intellectual property enforcing same, as the Company may desire, together with any further
                                         assignments thereof to the Company or persons designated by it. The foregoing obligation
                                         to assist the Company shall continue beyond the termination of my employment, but the
                                         Company shall compensate me at a reasonable rate after such termination for time actually
                                         spent by me at the Company’s request on such assistance.






		6.	As a matter of record I attach hereto
                                         a complete list of all inventions or improvements relevant to the subject matter of my
                                         employment by the Company which have been conceived, made, or reduced to practice by
                                         me, alone or jointly with others, prior to my engagement by the Company which I desire
                                         to remove from the operation of this Agreement. I covenant that such list is complete.
                                         If no such list is attached to this Agreement, I represent that I have no such inventions
                                         and improvements at the time of signing this Agreement.






		7.	I represent that my performance of
                                         all of the terms of this Agreement and as an employee of the Company does not and will
                                         not breach any agreement to keep in confidence proprietary information of any third party
                                         acquired by me in confidence or in trust prior to my employment by the Company. I have
                                         not entered into, and I agree that I will not enter into, any agreement either written
                                         or oral, in conflict herewith.






		8.	I understand that, as part of the
                                         consideration of the offer of employment extended to me by the Company or of my continued
                                         employment by the Company, as the case may be, I will not bring, have not brought, with
                                         me to the Company and I will not use, have not used, in the performance of my responsibilities
                                         at the Company, materials or documents of a former employer, unless I have obtained written
                                         authorization from the former employer for their possession and use. Accordingly, this
                                         is to advise the Company that the only materials that I will bring to the Company or
                                         use in my employment are identified on the attached sheet and, as to each such item,
                                         I represent that I have obtained, prior to the effective date of my employment with the
                                         Company, written authorization for their possession and use in my employment with the
                                         Company. I also understand that, in my employment with the Company. I am not to breach
                                         any obligation of confidentiality that I have to former employers, and I agree that I
                                         shall fulfill all such obligations during my employment with the Company.







    	A-3



     


    




		9.	This Agreement shall be effective
                                         as of the first day of my employment by the Company. I understand and agree that this
                                         Agreement is not a contract of employment.






		10.	This Agreement shall be binding
                                         upon me, my heirs, executors, assigns, administrators, and other legal representatives
                                         and shall inure to the benefit of the Company, its successors and assigns.



 


[Signature Page
Follows]


 





 


 


 


 






    	A-4



     


    

 


IN WITNESS WHEREOF,
the Company has caused this Proprietary Information and Inventions Agreement to be executed by its duly authorized officer and
Employee has executed the same as of the dates set forth below.


 


 


	 	BIOCRYST PHARMACEUTICALS, INC.	 	 	EMPLOYEE
	 	 	 	 	 
	By:    		 	 	 
	 	Stephanie Angelini	 	 	Megan Sniecinski
	 	Vice President Human Resources	 	 	 
	 	 	 	 	 
	Date:	 	 	Date:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 






 


 


 
 














 
 


 








 
 



 


 





 


 


 


 






    	A-5



     


    




May 31, 2019


 


BioCryst Pharmaceuticals, Inc.


4505 Emperor Blvd., Suite 200


Durham, NC 27703


 


 





Dear Sir or Madam:


I, Megan Sniecinski, propose
to bring to my BioCryst employment the following tangible materials and previously unpublished documents, which materials and
documents may be used in my BioCryst employment:


 


	 	 	 	 	 
	___ No materials	 	__ See below	 	___ Additional sheets attached


The signature below by a representative
of my current or former employer confirms that my continued possession and use of these materials is authorized.


 


AUTHORIZATION:


 





	COMPANY:	 	 	EMPLOYEE
	 	 	 
	 	 	 
	 	 	 	 
	By:  	 	 	Megan Sniecinski
	Its:  	 	 	 






 


 
 














 
 





 
     




 






    


     


    

 





Exhibit
B 


(Non-Competition
and Non-Solicitation Agreement) 


 


 


This Non-Competition
and Non-Solicitation Agreement (the “Agreement”) is made and entered into this ____ day of _________, 2019 (the “Effective
Date”) by and between BioCryst Pharmaceuticals, Inc., (the “Company”) and Megan Sniecinski (the “Employee”).
The Company and Employee are sometimes referred to in this Agreement individually as a “Party” and collectively as
“Parties.”


 


WHEREAS,
Employee is commencing employment with the Company pursuant to an Employment Agreement entered into between Employee and the Company
(the “Employment Agreement”) and is simultaneously entering into an Employee’s Proprietary Information and Inventions
Agreement (the “PIIA”) with the Company; and


 


WHEREAS,
in consideration for Employee’s promises and obligations set forth herein, the Company is offering Employee severance pay
as specifically described in the Employment Agreement to which Employee was not previously entitled.


 


NOW THEREFORE,
in consideration of the mutual promises and obligations set forth below and other good and valuable consideration, the receipt
and sufficiency of which the Parties acknowledge, the Company and Employee agree as follows:


 


1.             
COMPANY BUSINESS AND PROTECTABLE INTERESTS. Employee acknowledges that: (i) by virtue of Employee’s position
with the Company, Employee will have access to Proprietary Information, as that term is defined in the PIIA, which information
has not become publicly available (“Confidential Information”); (ii) the Company together with its subsidiaries (the
“Company Group”) is currently engaged primarily, but not exclusively, in the business of the discovery, development
and commercialization of medicines and programs for rare diseases (the “Business”); (iii) during the course of Employee’s
employment, the Company Group’s Business may expand or change, in which case, such expansions or changes shall correspondingly
expand or (if abandoned) contract the definition of “Business” and Employee’s obligations under this Agreement;
(iv) due to the nature of the Business, Confidential Information developed by the Company Group in furtherance of the treatment
for a particular rare disease would have commercial value to any other entity pursuing the development of medicines for the same
disease regardless of the location of that entity, and the use of that information by such an entity would have a negative commercial
impact on the Company Group; (v) the Company Group has clients, customers and collaborative partners throughout the United States
and the world and the specific location of a competing business is not necessarily relevant to the capacity of that business to
compete with the Company Group; and (vi) the provisions of this Agreement are reasonably necessary to protect the Company Group’s
legitimate business interests, are reasonable as to time, territory and scope of activities which are restricted, do not interfere
with public policy or public interest and are described with sufficient accuracy and definiteness to enable Employee to understand
the scope of the restrictions imposed upon Employee.


 






    	B-1



     


    

 


2.             
COMPETITIVE BUSINESS ACTIVITIES. Employee agrees that during the period of Employee’s employment with
the Company Group and for a period of time ending on the date occurring one year after the date Employee’s employment terminates
(irrespective of the circumstances of such termination), Employee will not:


 


(a)           
on Employee’s own or another’s behalf, whether as an officer, director, manager, stockholder, partner, member,
associate, owner, employee, consultant, or otherwise do any of the following or provide material assistance to any other party
or entity to do so:


 


(i)                 
engage in the Business with respect to medicines or programs with which Employee was materially involved on behalf of the
Company Group during Employee’s employment or with respect to which Employee obtained Confidential Information during Employee’s
employment;


 


(ii)                 
solicit or do business which is the same, similar to or otherwise in competition with the Business, from or with persons
or entities: (a) who are clients, customers or collaborative partners of the Company Group; (b) with whom or which Employee or
someone for whom Employee was responsible solicited, negotiated, contracted, serviced or had material contact with on the Company
Group’s behalf; (c) with respect to whom or which Employee obtained Confidential Information during and as a consequence
of Employee’s employment by the Company Group; or (d) who were clients, customers or collaborative partners of the Company
at any time during the last year of Employee’s employment with the Company Group; nor shall Employee request, induce, or
solicit such persons or entities to curtail or cancel their business with the Company Group;


 


(iii)                 
offer employment to, hire or otherwise solicit for employment any employee or other person who had been employed or retained
by the Company Group during the last year of Employee’s employment with the Company Group and with whom Employee had material
contacts during the course of Employee’s employment; nor shall Employee request, induce, or solicit any employee or independent
contractor of the Company Group who had been employed or retained by the Company Group during the last year of Employee’s
employment with the Company Group and with whom Employee had material contacts during the course of Employee’s employment
to terminate his or her employment or independent contractor relationship with the Company Group; or


 


(b)          
take any action, which is materially detrimental, or otherwise intended to be adverse to the Company Group’s goodwill,
name, business relations, prospects and operations.


 


(c)           
The restrictions set forth in Section 2(a)(i) apply to the following separate and distinct geographical areas: (i) the
world; (ii) North America (iii) Europe; (iv) the United States; (v) the United Kingdom; (vi) the State of North Carolina; (vii)
the State of Alabama; (viii) within a 60-mile radius of any location of the Company Group in which Employee had an office or performed
material services during Employee’s employment with the Company Group; (ix) any city, metropolitan area, county, state or
country in which Employee’s substantial services were provided, or for which Employee had substantial responsibility, or
in which Employee worked on Company Group projects, while employed by the Company Group; (x) any city, metropolitan area, county,
state or country in which the Company Group is located or does or, during Employee’s employment with the Company Group,
did business.


 



    	B-2



     


    

 





(d)          
The restrictions set forth in Section 2(a)(i) apply only to prohibit Employee from engaging in activities that are materially
similar to the activities in which Employee engaged on behalf of the Company Group or with respect to which Employee would reasonably
be expected to use Confidential Information.


 


(e)           
Notwithstanding the foregoing, Employee’s ownership, directly or indirectly, of not more than one percent of the
issued and outstanding stock of a corporation the shares of which are regularly traded on a national securities exchange or in
the over-the-counter market shall not violate Sections 2(a)-(b).


 


3.             
REMEDIES. Employee acknowledges that Employee’s failure to abide by this Agreement would cause irreparable
harm to the Company Group for which legal remedies would be inadequate. Therefore, in addition to any legal or other relief to
which the Company Group may be entitled by virtue of Employee’s failure to abide by these provisions; the Company Group
may seek equitable relief, including, but not limited to, preliminary and permanent injunctive relief, for Employee’s actual
or threatened failure to abide by these provisions, and Employee will indemnify the Company Group for all expenses including attorneys’
fees in seeking to enforce these provisions.


 


4.             
TOLLING. The period during which Employee must refrain from the activities set forth in Sections 2(a)-(b) shall
be tolled during any period in which Employee fails to abide by these provisions.


 


5.             
VIOLATION BY COMPANY. In the event that Employee alleges and proves a violation by the Company Group of any
obligation of the Company Group to Employee by agreement or operation of law, such violation shall not excuse Employee from Employee’s
obligations pursuant to this Agreement, but rather Employee shall be entitled to remedies available for the specific violation
alleged and proven.


 


6.             
OTHER AGREEMENTS. Nothing in this Agreement shall terminate, revoke, or diminish Employee’s obligations
or the Company Group’s rights and remedies under law or pursuant to the PIIA, relating to trade secrets or proprietary information.


 


7.             
ENTIRE AGREEMENT. This Agreement and the PIIA, together constitute the exclusive and complete agreement between
the Parties with respect to this subject matter and supersedes any other right of the Employee to severance under any plan, arrangement
or agreement of the Company. No change or modification of this Agreement shall be valid or binding upon the Parties unless such
change or modification is in writing and is signed by the Parties.


 






    	B-3



     


    

 


8.             
WAIVER OF BREACH. The Company’s or Employee’s waiver of any breach of a provision of this Agreement
shall not waive any subsequent breach by the other Party.


 


9.             
SEVERABILITY. If a court of competent jurisdiction holds that any provision or sub-part thereof contained in
this Agreement is invalid, illegal, or unenforceable, that invalidity, illegality, or unenforceability shall not affect any other
provision in this Agreement. Additionally, if any of the provisions of this Agreement are held unenforceable by a court of competent
jurisdiction, then the Parties desire that such provision, clause, or phrase be “blue-penciled” or rewritten by the
court to the extent necessary to render it enforceable.


 


10.          
PARTIES BOUND. The terms, provisions, covenants and agreements contained in this Agreement shall apply to, be
binding upon and inure to the benefit of the Company’s successors and assigns, and Employee’s heirs, executors, administrators,
and other legal representatives. Employee may not assign this Agreement.


 


11.          
REMEDIES. Employee acknowledges that Employee’s breach of this Agreement would cause the Company irreparable
harm for which damages would be difficult, if not impossible, to ascertain and legal remedies would be inadequate. Therefore,
in addition to any legal or other relief to which the Company may be entitled by virtue of Employee’s breach or threatened
breach of this Agreement, the Company may seek equitable relief, including but not limited to preliminary and permanent injunctive
relief and all other available remedies.


 


12.          
GOVERNING LAW. This Agreement and the employment relationship created by it shall be interpreted and construed
in accordance with the laws of the State of North Carolina, including its statutes of limitations, without giving effect to any
conflict-of-laws rule that would result in the application of the laws of a different jurisdiction. The Parties consent to exclusive
jurisdiction in North Carolina for the purpose of any litigation relating to this Agreement and agree that any litigation by or
involving them relating to this Agreement shall be conducted in the state courts of North Carolina or the appropriate federal
district court located in North Carolina. Employee consents to the exercise of personal jurisdiction in any state or federal court
located in North Carolina and waives any objection based upon personal jurisdiction or forum non conveniens with respect
to any action commenced in such courts.


 


13.          
COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be an original, with the same
effect as if the signatures affixed thereto were upon the same instrument.


 


14.          
EMPLOYEE ACKNOWLEDGMENT. Employee understands and agrees that this Agreement is not a contract of employment
for any particular term.


 


[Signature Page
Follows]





 






    	B-4



     


    

 


IN WITNESS WHEREOF,
the Company has caused this Non-Competition and Non-Solicitation Agreement to be executed by its duly authorized officer and Employee
has executed the same as of the dates set forth below.


 


 


 


	 	BIOCRYST PHARMACEUTICALS, INC.	 	 	EMPLOYEE
	 	 	 	 	 
	By:    		 	 	 
	 	Stephanie Angelini	 	 	Megan Sniecinski
	 	Vice President Human Resources	 	 	 
	 	 	 	 	 
	Date:	 	 	Date:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 





 



 




 


 


 


B-5