Exhibit 10.5



Chimerix,
Inc.
 
 


2013
Employee Stock Purchase Plan

Adopted by the Board of Directors: February 21, 2013

Approved by the Stockholders: ___________, 2013


 


1.           General;
Purpose.


 


(a)          The
Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity
to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees under
an Employee Stock Purchase Plan.


 


(b)          The
Company, by means of the Plan, seeks to retain the services of such Employees, to secure and retain the services of new Employees
and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations.


 


2.           Administration.


 


(a)          The
Board will administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees, as
provided in Section 2(c).


 


(b)          The
Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:


 


(i)          To
determine how and when Purchase Rights will be granted and the provisions of each Offering (which need not be identical).


 


(ii)         To
designate from time to time which Related Corporations of the Company will be eligible to participate in the Plan.


 


(iii)        To
construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for its administration.
The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the
extent it deems necessary or expedient to make the Plan fully effective.


 


(iv)         To
settle all controversies regarding the Plan and Purchase Rights granted under the Plan.


 


(v)          To
suspend or terminate the Plan at any time as provided in Section 12


.




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(vi)         To
amend the Plan at any time as provided in Section 12.


 


(vii)        Generally,
to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Company
and its Related Corporations and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan.


 


(viii)      To
adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign
nationals or employed outside the United States.


 


(c)          The
Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration is delegated to
a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the
Board that have been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers
the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee),
subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by
the Board. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest
in the Board some or all of the powers previously delegated. Whether or not the Board has delegated administration of the Plan
to a Committee, the Board will have the final power to determine all questions of policy and expediency that may arise in the administration
of the Plan.


 


(d)          All
determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any person and
will be final, binding and conclusive on all persons.


 


3.           Shares
of Common Stock Subject to the Plan.


 


(a)          Subject
to the provisions of Section 11(a) relating to Capitalization Adjustments, the maximum number of shares of Common Stock that
may be issued under the Plan will not exceed 2,500,000 shares of Common Stock, plus the number of shares of Common Stock that
are automatically added on January 1st of each year for a period of up to ten years, commencing on the first January 1
following the IPO Date and ending on (and including) January 1, 2023 , in an amount equal to the lesser of (i) 1% of the
total number of shares of Capital Stock outstanding on December 31st of the preceding calendar year, and (ii) 1,500,000
shares of Common Stock. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year to
provide that there will be no January 1st increase in the share reserve for such calendar year or that the
increase in the share reserve for such calendar year will be a lesser number of shares of Common Stock than would otherwise
occur pursuant to the preceding sentence.




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(b)          If
any Purchase Right granted under the Plan terminates without having been exercised in full, the shares of Common Stock not purchased
under such Purchase Right will again become available for issuance under the Plan.


 


(c)          The
stock purchasable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased
by the Company on the open market.


 


4.           Grant
of Purchase Rights; Offering.


 


(a)          The
Board may from time to time grant or provide for the grant of Purchase Rights to Eligible Employees under an Offering
(consisting of one or more Purchase Periods) on an Offering Date or Offering Dates selected by the Board. Each Offering will
be in such form and will contain such terms and conditions as the Board will deem appropriate, and will comply with the
requirement of Section 423(b)(5) of the Code that all Employees granted Purchase Rights will have the same rights and
privileges. The terms and conditions of an Offering shall be incorporated by reference into the Plan and treated as part of
the Plan. The provisions of separate Offerings need not be identical, but each Offering will include (through incorporation
of the provisions of this Plan by reference in the document comprising the Offering or otherwise) the period during which the
Offering will be effective, which period will not exceed 27 months beginning with the Offering Date, and the substance of the
provisions contained in Sections 5 through 8, inclusive.


 


(b)          If
a Participant has more than one Purchase Right outstanding under the Plan, unless he or she otherwise indicates in forms delivered
to the Company: (i) each form will apply to all of his or her Purchase Rights under the Plan, and (ii) a Purchase Right with a
lower exercise price (or an earlier-granted Purchase Right, if different Purchase Rights have identical exercise prices) will be
exercised to the fullest possible extent before a Purchase Right with a higher exercise price (or a later-granted Purchase Right
if different Purchase Rights have identical exercise prices) will be exercised.


 


(c)          The
Board will have the discretion to structure an Offering so that if the Fair Market Value of a share of Common Stock on the first
Trading Day of a new Purchase Period within that Offering is less than or equal to the Fair Market Value of a share of Common Stock
on the Offering Date for that Offering, then (i) that Offering will terminate immediately as of that first Trading Day, and (ii)
the Participants in such terminated Offering will be automatically enrolled in a new Offering beginning on the first Trading Day
of such new Purchase Period.


 






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5.           Eligibility.


 





(a)          Purchase
Rights may be granted only to Employees of the Company or, as the Board may designate in accordance with Section 2(b), to Employees
of a Related Corporation. Except as provided in Section 5(b), an Employee will not be eligible to be granted Purchase Rights unless,
on the Offering Date, the Employee has been in the employ of the Company or the Related Corporation, as the case may be, for such
continuous period preceding such Offering Date as the Board may require, but in no event will the required period of continuous
employment be equal to or greater than two years. In addition, the Board may provide that no Employee will be eligible to be granted
Purchase Rights under the Plan unless, on the Offering Date, such Employee’s customary employment with the Company or the
Related Corporation is more than 20 hours per week and more than five months per calendar year or such other criteria as the Board
may determine consistent with Section 423 of the Code.


 


(b)          The
Board may provide that each person who, during the course of an Offering, first becomes an Eligible Employee will, on a date or
dates specified in the Offering which coincides with the day on which such person becomes an Eligible Employee or which occurs
thereafter, receive a Purchase Right under that Offering, which Purchase Right will thereafter be deemed to be a part of that Offering.
Such Purchase Right will have the same characteristics as any Purchase Rights originally granted under that Offering, as described
herein, except that:


 


(i)          the
date on which such Purchase Right is granted will be the “Offering Date” of such Purchase Right for all purposes, including
determination of the exercise price of such Purchase Right;


 


(ii)         the
period of the Offering with respect to such Purchase Right will begin on its Offering Date and end coincident with the end of such
Offering; and


 


(iii)        the
Board may provide that if such person first becomes an Eligible Employee within a specified period of time before the end of the
Offering, he or she will not receive any Purchase Right under that Offering.


 


(c)          No
Employee will be eligible for the grant of any Purchase Rights if, immediately after any such Purchase Rights are granted, such
Employee owns stock possessing five percent or more of the total combined voting power or value of all classes of stock of the
Company or of any Related Corporation. For purposes of this Section 5(c)


, the rules of Section 424(d) of the Code will apply in determining the stock ownership of any Employee,
and stock which such Employee may purchase under all outstanding Purchase Rights and options will be treated as stock owned by
such Employee.


 


(d)          As
specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights only if such Purchase Rights, together
with any other rights granted under all Employee Stock Purchase Plans of the Company and any Related Corporations, do not permit
such Eligible Employee’s rights to purchase stock of the Company or any Related Corporation to accrue at a rate which exceeds
$25,000 of Fair Market Value of such stock (determined at the time such rights are granted, and which, with respect to the Plan,
will be determined as of their respective Offering Dates) for each calendar year in which such rights are outstanding at any time.




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(e)          Officers
of the Company and any designated Related Corporation, if they are otherwise Eligible Employees, will be eligible to participate
in Offerings under the Plan. Notwithstanding the foregoing, the Board may provide in an Offering that Employees who are highly
compensated Employees within the meaning of Section 423(b)(4)(D) of the Code will not be eligible to participate.


 


6.           Purchase
Rights; Purchase Price.


 


(a)          On
each Offering Date, each Eligible Employee, pursuant to an Offering made under the Plan, will be granted a Purchase Right to purchase
up to that number of shares of Common Stock purchasable either with a percentage or with a maximum dollar amount, as designated
by the Board, but in either case not exceeding 15% of such Employee’s earnings (as defined by the Board in each Offering)
during the period that begins on the Offering Date (or such later date as the Board determines for a particular Offering) and ends
on the date stated in the Offering, which date will be no later than the end of the Offering.


 


(b)          The
Board will establish one or more Purchase Dates during an Offering on which Purchase Rights granted for that Offering will be exercised
and shares of Common Stock will be purchased in accordance with such Offering.


 


(c)          In
connection with each Offering made under the Plan, the Board may specify (i) a maximum number of shares of Common Stock that may
be purchased by any Participant on any Purchase Date during such Offering, (ii) a maximum aggregate number of shares of Common
Stock that may be purchased by all Participants pursuant to such Offering and/or (iii) a maximum aggregate number of shares of
Common Stock that may be purchased by all Participants on any Purchase Date under the Offering. If the aggregate purchase of shares
of Common Stock issuable upon exercise of Purchase Rights granted under the Offering would exceed any such maximum aggregate number,
then, in the absence of any Board action otherwise, a pro rata (based on each Participant’s accumulated Contributions) allocation
of the shares of Common Stock available will be made in as nearly a uniform manner as will be practicable and equitable.


 


(d)          The
purchase price of shares of Common Stock acquired pursuant to Purchase Rights will be not less than the lesser of:


 


(i)          an
amount equal to 85% of the Fair Market Value of the shares of Common Stock on the Offering Date; or


 




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(ii)         an
amount equal to 85% of the Fair Market Value of the shares of Common Stock on the applicable Purchase Date.


 


7.           Participation;
Withdrawal; Termination.


 


(a)          An
Eligible Employee may elect to authorize payroll deductions as the means of making Contributions by completing and delivering to
the Company, within the time specified in the Offering, an enrollment form provided by the Company. The enrollment form will specify
the amount of Contributions not to exceed the maximum amount specified by the Board. Each Participant’s Contributions will
be credited to a bookkeeping account for such Participant under the Plan and will be deposited with the general funds of the Company
except where applicable law requires that Contributions be deposited with a third party. If permitted in the Offering, a Participant
may begin such Contributions with the first payroll occurring on or after the Offering Date (or, in the case of a payroll date
that occurs after the end of the prior Offering but before the Offering Date of the next new Offering, Contributions from such
payroll will be included in the new Offering). If permitted in the Offering, a Participant may thereafter reduce (including to
zero) or increase his or her Contributions. If specifically provided in the Offering, in addition to making Contributions by payroll
deductions, a Participant may make Contributions through the payment by cash or check prior to a Purchase Date.


 


(b)          During
an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the Company a withdrawal
form provided by the Company. The Company may impose a deadline before a Purchase Date for withdrawing. Upon such withdrawal, such
Participant’s Purchase Right in that Offering will immediately terminate and the Company will distribute to such Participant
all of his or her accumulated but unused Contributions and such Participant’s Purchase Right in that Offering shall thereupon
terminate. A Participant’s withdrawal from that Offering will have no effect upon his or her eligibility to participate in
any other Offerings under the Plan, but such Participant will be required to deliver a new enrollment form to participate in subsequent
Offerings.


 


(c)          Purchase
Rights granted pursuant to any Offering under the Plan will terminate immediately if the Participant either (i) is no longer an
Employee for any reason or for no reason (subject to any post-employment participation period required by law) or (ii) is otherwise
no longer eligible to participate. The Company will distribute to such individual all of his or her accumulated but unused Contributions.


 


(d)          During
a Participant’s lifetime, Purchase Rights will be exercisable only by such Participant. Purchase Rights are not transferable
by a Participant, except by will, by the laws of descent and distribution, or, if permitted by the Company, by a beneficiary designation
as described in Section 10.


 




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(e)          Unless
otherwise specified in the Offering, the Company will have no obligation to pay interest on Contributions.


 


8.           Exercise
of Purchase Rights.


 


(a)          On
each Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of shares of Common Stock,
up to the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase price specified
in the Offering. No fractional shares will be issued unless specifically provided for in the Offering.


 


(b)          If
any amount of accumulated Contributions remains in a Participant’s account after the purchase of shares of Common Stock and
such remaining amount is less than the amount required to purchase one share of Common Stock on the final Purchase Date of an Offering,
then such remaining amount will be held in such Participant’s account for the purchase of shares of Common Stock under the
next Offering under the Plan, unless such Participant withdraws from or is not eligible to participate in such Offering, in which
case such amount will be distributed to such Participant after the final Purchase Date, without interest. If the amount of Contributions
remaining in a Participant’s account after the purchase of shares of Common Stock is at least equal to the amount required
to purchase one whole share of Common Stock on the final Purchase Date of an Offering, then such remaining amount will not roll
over to the next Offering and will instead be distributed in full to such Participant after the final Purchase Date of such Offering
without interest.


 


(c)          No
Purchase Rights may be exercised to any extent unless the shares of Common Stock to be issued upon such exercise under the Plan
are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all
applicable federal, state, foreign and other securities and other laws applicable to the Plan. If on a Purchase Date the shares
of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase
Date, and the Purchase Date will be delayed until the shares of Common Stock are subject to such an effective registration statement
and the Plan is in material compliance, except that the Purchase Date will in no event be more than 6 months from the Offering
Date. If, on the Purchase Date, as delayed to the maximum extent permissible, the shares of Common Stock are not registered and
the Plan is not in material compliance with all applicable laws, no Purchase Rights will be exercised and all accumulated but unused
Contributions will be distributed to the Participants without interest.


 






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9.           Covenants
of the Company.








 


The Company will seek
to obtain from each federal, state, foreign or other regulatory commission or agency having jurisdiction over the Plan such authority
as may be required to grant Purchase Rights and issue and sell shares of Common Stock thereunder. If, after commercially reasonable
efforts, the Company is unable to obtain the authority that counsel for the Company deems necessary for the grant of Purchase Rights
or the lawful issuance and sale of Common Stock under the Plan, and at a commercially reasonable cost, the Company will be relieved
from any liability for failure to grant Purchase Rights and/or to issue and sell Common Stock upon exercise of such Purchase Rights.


 


10.         Designation
of Beneficiary.


 


(a)          The
Company may, but is not obligated to, permit a Participant to submit a form designating a beneficiary who will receive any shares
of Common Stock and/or Contributions from the Participant’s account under the Plan if the Participant dies before such shares
and/or Contributions are delivered to the Participant. The Company may, but is not obligated to, permit the Participant to change
such designation of beneficiary. Any such designation and/or change must be on a form approved by the Company.


 


(b)          
If a Participant dies, and in the absence of a valid beneficiary designation, the Company will deliver any shares of Common Stock
and/or Contributions to the executor or administrator of the estate of the Participant. If no executor or administrator has been
appointed (to the knowledge of the Company), the Company, in its sole discretion, may deliver such shares of Common Stock and/or
Contributions to the Participant’s spouse, dependents or relatives, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate.


 


11.         Adjustments
upon Changes in Common Stock; Corporate Transactions.


 


(a)          In
the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum
number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities by which
the share reserve is to increase automatically each year pursuant to Section 3(a), (iii) the class(es) and number of securities
subject to, and the purchase price applicable to outstanding Offerings and Purchase Rights, and (iv) the class(es) and number
of securities that are the subject of the purchase limits under each ongoing Offering. The Board will make these adjustments,
and its determination will be final, binding and conclusive.


 


(b)          In
the event of a Corporate Transaction, then: (i) any surviving corporation or acquiring corporation (or
the surviving or acquiring corporation’s parent company) may assume or continue outstanding Purchase Rights or may
substitute similar rights (including a right to acquire the same consideration paid to the stockholders in the Corporate Transaction)
for outstanding Purchase Rights, or (ii) if any surviving or acquiring corporation (or its parent company)
does not assume or continue such Purchase Rights or does not substitute similar rights for such Purchase Rights,
then the Participants’ accumulated Contributions will be used to purchase shares of Common Stock within ten business days
prior to the Corporate Transaction under the outstanding Purchase Rights, and the Purchase Rights will terminate immediately after
such purchase.




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12.         Amendment,
Termination or Suspension of the Plan.


 


(a)          The
Board may amend the Plan at any time in any respect the Board deems necessary or advisable. However, except as provided in
Section 11(a) relating to Capitalization Adjustments, stockholder approval will be required for any amendment of the Plan for
which stockholder approval is required by applicable law or listing requirements, including any amendment that either (i)
materially increases the number of shares of Common Stock available for issuance under the Plan, (ii) materially expands the
class of individuals eligible to become Participants and receive Purchase Rights, (iii) materially increases the benefits
accruing to Participants under the Plan or materially reduces the price at which shares of Common Stock may be purchased
under the Plan, (iv) materially extends the term of the Plan, or (v) expands the types of awards available for issuance under
the Plan, but in each of (i) through (v) above only to the extent stockholder approval is required by applicable law or
listing requirements.


 


(b)          The
Board may suspend or terminate the Plan at any time. No Purchase Rights may be granted under the Plan while the Plan is suspended
or after it is terminated.


 


(c)          Any
benefits, privileges, entitlements and obligations under any outstanding Purchase Rights granted before an amendment, suspension
or termination of the Plan will not be materially impaired by any such amendment, suspension or termination except (i) with the
consent of the person to whom such Purchase Rights were granted, (ii) as necessary to comply with any laws, listing requirements,
or governmental regulations (including, without limitation, the provisions of Section 423 of the Code and the regulations and other
interpretive guidance issued thereunder relating to Employee Stock Purchase Plans) including without limitation any such regulations
or other guidance that may be issued or amended after the Effective Date, or (iii) as necessary to obtain or maintain favorable
tax, listing, or regulatory treatment. To be clear, the Board may amend outstanding Purchase Rights without a Participant’s
consent if such amendment is necessary to ensure that the Purchase Right and/or the Plan complies with the requirements of Section
423 of the Code.


 


13.         Effective
Date of Plan.


 


The Plan will become
effective on the IPO Date. No Purchase Rights will be exercised unless and until the Plan has been approved by the stockholders
of the Company, which approval must be within 12 months before or after the date the Plan is adopted (or if required under Section
12(a) above, materially amended) by the Board.


 




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14.         Miscellaneous
Provisions.


 


(a)          Proceeds
from the sale of shares of Common Stock pursuant to Purchase Rights will constitute general funds of the Company.


 


(b)          A
Participant will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares of Common
Stock subject to Purchase Rights unless and until the Participant’s shares of Common Stock acquired upon exercise of Purchase
Rights are recorded in the books of the Company (or its transfer agent).


 


(c)          The
Plan and Offering do not constitute an employment contract. Nothing in the Plan or in the Offering will in any way alter the at
will nature of a Participant’s employment or be deemed to create in any way whatsoever any obligation on the part of any
Participant to continue in the employ of the Company or a Related Corporation, or on the part of the Company or a Related Corporation
to continue the employment of a Participant.


 


(d)          The
provisions of the Plan will be governed by the laws of the State of North Carolina without resort to that state’s conflicts
of laws rules.


 


15.         Definitions.


 


As used in the Plan,
the following definitions will apply to the capitalized terms indicated below:


 


(a)          “Board”
means the Board of Directors of the Company.


 


(b)          “Capital
Stock” means each and every class of common stock of the Company, regardless of the number of votes per share.


 


(c)          “Capitalization
Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject
to the Plan or subject to any Purchase Right after the Effective Date without the receipt of consideration by the Company through
merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash,
large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate
structure or other similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board Accounting
Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities
of the Company will not be treated as a Capitalization Adjustment.


 


(d)          “Code”
means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.


 




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(e)          “Committee”
means a committee of one or more members of the Board to whom authority has been delegated by the Board in accordance with
Section 2(c).


 


(f)          “Common
Stock” means, as of the IPO Date, the common stock of the Company, having 1 vote per share.


 


(g)          “Company”
means Chimerix, Inc., a Delaware corporation.


 


(h)          “Contributions”
means the payroll deductions and other additional payments specifically provided for in the Offering that a Participant contributes
to fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account if specifically provided
for in the Offering, and then only if the Participant has not already had the maximum permitted amount withheld during the Offering
through payroll deductions.


 


(i)          “Corporate
Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one or
more of the following events:


 


(i)          a
sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated
assets of the Company and its Subsidiaries;


 


(ii)         a
sale or other disposition of at least 90% of the outstanding securities of the Company;


 


(iii)        a
merger, consolidation or similar transaction following which the Company is not the surviving corporation; or


 


(iv)         a
merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common
Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of
the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.


 


(j)          “Director”
means a member of the Board.


 


(k)          “Eligible
Employee” means an Employee who meets the requirements set forth in the document(s) governing the Offering
for eligibility to participate in the Offering, provided that such Employee also meets the requirements for eligibility to participate
set forth in the Plan.


 


(l)          “Employee”
means any person, including an Officer or Director, who is “employed” for purposes of Section 423(b)(4) of the Code
by the Company or a Related Corporation. However, service solely as a Director, or payment of a fee for such services, will not
cause a Director to be considered an “Employee” for purposes of the Plan.


 




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(m)          “Employee
Stock Purchase Plan” means a plan that grants Purchase Rights intended to be options issued under an “employee
stock purchase plan,” as that term is defined in Section 423(b) of the Code.


 


(n)          “Exchange
Act” means the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder.


 


(o)          “Fair
Market Value” means, as of any date, the value of the Common Stock determined as follows:


 


(i)          If
the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share
of Common Stock will be the closing sales price for such stock as quoted on such exchange or market (or the exchange
or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in such
source as the Board deems reliable. Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock
on the date of determination, then the Fair Market Value will be the closing sales price on the last preceding date for which such
quotation exists.


 


(ii)         In
the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith in compliance
with applicable laws and in a manner that complies with Sections 409A of the Code.


 


(iii)        Notwithstanding
the foregoing, for any Offering that commences on the IPO Date, the Fair Market Value of the shares of Common Stock on the Offering
Date will be the price per share at which shares are first sold to the public in the Company’s initial public offering as
specified in the final prospectus for that initial public offering.


 


(p)          “IPO
Date” means the date of the underwriting agreement between the Company and the underwriter(s) managing the
initial public offering of the Common Stock, pursuant to which the Common Stock is priced for the initial public offering.


 


(q)          “Offering”
means the grant to Eligible Employees of Purchase Rights, with the exercise of those Purchase Rights automatically occurring
at the end of one or more Purchase Periods. The terms and conditions of an Offering will generally be set forth in the “Offering
Document” approved by the Board for that Offering.


 


(r)          “Offering
Date” means a date selected by the Board for an Offering to commence.


 


(s)          “Officer”
means a person who is an officer of the Company or a Related Corporation within the meaning of Section 16 of the Exchange
Act.



 




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(t)          “Participant”
means an Eligible Employee who holds an outstanding Purchase Right.


 


(u)          “Plan”
means this Chimerix, Inc. 2013 Employee Stock Purchase Plan.


 


(v)          “Purchase
Date” means one or more dates during an Offering selected by the Board on which Purchase Rights will be exercised
and on which purchases of shares of Common Stock will be carried out in accordance with such Offering.


 


(w)          “Purchase
Period” means a period of time specified within an Offering, generally beginning on the Offering Date or on the first
Trading Day following a Purchase Date, and ending on a Purchase Date. An Offering may consist of one or more Purchase Periods.


 


(x)          “Purchase
Right” means an option to purchase shares of Common Stock granted pursuant to the Plan.


 


(y)          “Related
Corporation” means any “parent corporation” or “subsidiary corporation” of the Company
whether now or subsequently established, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.


 


(z)          “Securities
Act” means the Securities Act of 1933, as amended.


 


(aa)        “Trading
Day” means any day on which the exchange(s) or market(s) on which shares of Common Stock are listed, including
but not limited to the NYSE, Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market or any successors
thereto, is open for trading.




 






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