Exhibit 4.5


 


 


NEITHER THIS WARRANT NOR THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION
MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO
OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT
OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.


 


WARRANT TO PURCHASE 21,000 SHARES
OF SERIES B-l PREFERRED STOCK


 


Nov. 5, 2003                             


THIS CERTIFIES THAT, for value received,
General Electric Capital Corporation (“Holder”) is entitled to subscribe for and purchase Twenty One Thousand
(21,000) shares of the fully paid and nonassessable Series B-l Preferred Stock (the “Shares” or the “Preferred Stock”)
of CHIMERIX, INC., a Delaware corporation (the “Company”), at the Warrant Price (as hereinafter defined), subject to
the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Series B-l Preferred Stock”
shall mean the Company’s presently authorized Series B-l Preferred Stock and any stock into which such Series B-l Preferred Stock
may hereafter be converted or exchanged.


 


1.   Warrant Price.
The “Warrant Price” shall initially be One and 50/100 dollars ($1.50) per share, subject to adjustment as provided in
Section 7 below.


 


2.   Conditions
to Exercise. The purchase right represented by this Warrant may be exercised at any time, or from time to time, in whole or
in part during the term commencing on the date hereof and ending at 5:00 P.M. Pacific time on the tenth anniversary of the date
of this Warrant.


 


3.   Method of Exercise;
Payment; Issuance of Shares; Issuance of New Warrant.


 


(a) Cash Exercise. Subject to Section
2 hereof, the purchase right represented by this Warrant may be exercised by the Holder hereof, in whole or in part, by the surrender
of this Warrant (with a duly executed Notice of Exercise in the form attached hereto) at the principal office of the Company (as
set forth in Section 17 below) and by payment to the Company, by check, of an amount equal to the then applicable Warrant Price
per share multiplied by the number of shares then being purchased. In the event of any exercise of the rights represented by this
Warrant, certificates for the shares of stock so purchased shall be in the name of, and delivered to, the Holder hereof, or as
such Holder may direct (subject to the terms of transfer contained herein and upon payment by such Holder hereof of any applicable
transfer taxes). Such delivery shall be made within 30 days after exercise of the Warrant and at the Company’s expense and, unless
this Warrant has been fully exercised or expired, a new Warrant having terms and conditions substantially identical to this Warrant
and representing the portion of the Shares, if any, with respect to which this Warrant shall not have been exercised, shall also
be issued to the Holder hereof within 30 days after exercise of the Warrant.


 




    	 



    	 



    

 


(b) Net Issue Exercise. Holder may
also elect to receive shares equal to the value of this Warrant (or of any portion thereof remaining unexercised) by surrender
of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall
issue to Holder the number of shares of the Company’s Preferred Stock computed using the following formula:


 


X = Y (A-B)


            A


 


Where X = the number of shares
of Preferred Stock to be issued to Holder.


Y = the
number of shares of Preferred Stock purchasable under this Warrant (at the date of such calculation).


A = the
Fair Market Value of one share of the Company’s Preferred Stock (at the date of such calculation).


B = Warrant
Price (as adjusted to the date of such calculation).


 


(c) Fair Market Value. For purposes
of this Section 3, Fair Market Value of one share of the Company’s Preferred Stock shall mean:


 


(i)          In
the event of an exercise in connection with an initial public offering of the Company’s Common Stock registered under the Act (as
defined below), the per share Fair Market Value for the Preferred Stock shall be the offering price at which the underwriters initially
sell Common Stock to the public (if applicable, multiplied by the number of shares of Common Stock into which each share of Preferred
Stock is then convertible); or


(ii)         The
average of the closing bid and asked prices of Common Stock quoted in the Over-The-Counter Market Summary, the last reported
sale price quoted on the Nasdaq National Market (“NNM”) or on any exchange on which the Common Stock is listed,
whichever is applicable, as published in the Western Edition of the Wall Street Journal for the ten (10) trading days
prior to the date of determination of Fair Market Value, (if applicable, multiplied by the number of shares of Common Stock
into which each share of Preferred Stock is then convertible); or


(iii)        In
the event of an exercise in connection with a merger, acquisition or other consolidation in which the Company is not the surviving
entity, the per share Fair Market Value for the Preferred Stock shall be the value to be received per share of Preferred Stock
by all holders of the Preferred Stock in such transaction as determined by the Board of Directors; or


(iv)        In
any other instance, the per share Fair Market Value for the Preferred Stock shall be as determined in good faith by the Company’s
Board of Directors.


In the event of 3(c)(iii) or
3(c)(iv), above, the Company’s Board of Directors shall prepare a certificate, to be signed by an authorized officer of the Company,
setting forth in reasonable detail the basis for and method of determination of the per share Fair Market Value of the Preferred
Stock. The Board will also certify to the Holder that this per share Fair Market Value will be applicable to all holders of the
Company’s Preferred Stock. In the event such determination is made under 3(c)(iii), such certification must be made to Holder at
least ten (10) days prior to the proposed effective date of the merger, consolidation, sale, or other triggering event as defined
in 3(c)(iii).


 




    	- 2 -



    	 



    

 


(d) Automatic Exercise. To the extent
this Warrant is not previously exercised, and its exercise in accordance with Sections 3(b) and 3(c) hereof would result in the
issuance of shares of Preferred Stock, it shall be automatically exercised in accordance with Sections 3(b) and 3(c) hereof (even
if not surrendered) immediately before its expiration, involuntary termination or cancellation.


 


4.   Representations and
Warranties of Holder and the Company


 


(a) Representations and Warranties by Holder.
The Holder represents and warrants to the Company with respect to this purchase as follows:


 


(i)         The
Holder has substantial experience in evaluating and investing in private placement transactions of securities of companies similar
to the Company so that the Holder is capable of evaluating the merits and risks of its investment in the Company and has the capacity
to protect its interests.


 


(ii)        Except
for transfers to a Holder affiliate, the Holder is acquiring the Warrant and the Shares of Preferred Stock issuable upon exercise
of the Warrant (collectively the “Securities”) for investment for its own account and not with a view to, or for resale
in connection with, any distribution thereof. The Holder understands that the Securities have not been registered under the Securities
Act of 1933, as amended (the “Act”) by reason of a specific exemption from the registration provisions of the Act which
depends upon, among other things, the bona fide nature of the investment intent as expressed herein.


 


(iii)       The
Holder acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or an exemption
from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the Act.


 


(iv)       The
Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.


 


(v)        The
Holder has had an opportunity to discuss the Company’s business, management and financial affairs with its management and an opportunity
to review the Company’s facilities. The Holder understands that such discussions, as well as the written information issued by
the Company, were intended to describe the aspects of the Company’s business and prospects which the Company believes to be material
but were not necessarily a thorough or exhaustive description.


 


(b) Company hereby represents and warrants
to Holder that, except as set forth in the schedule attached to this Warrant as Exhibit A (the “Disclosure Schedule”),
the statements in the following paragraphs of this Section 4(b) are true and correct (a) as of the date hereof and (b) except where
any such representation and warranty relates specifically to an earlier date, as of the date of any exercise of this Warrant.


 


(i)          Corporate
Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction
of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now
conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification
is required, except where the failure to so qualify would not have a material adverse effect on the Company’s business.


 




    	- 3 -



    	 



    

 


(ii)         Corporate
Power. Company has all requisite legal and corporate power and authority to execute, issue and deliver the Warrant, to issue
the Preferred Stock issuable upon exercise or conversion of the Warrant, and to carry out and perform its obligations under the
Warrant.


 


(iii)        Authorization;
Enforceability. All corporate action on the part of Company, its officers, directors and shareholders necessary for the authorization,
execution, delivery and performance of its obligations under this Warrant and for the authorization, issuance and delivery of the
Warrant and the Preferred Stock issuable upon exercise of the Warrant has been taken and this Warrant constitutes the legally binding
and valid obligation of Company enforceable against the Company in accordance with its terms, except as limited by (a) applicable
bankruptcy and insolvency laws and (b) general principles of equity that restrict the availability of equitable remedies.


 


(iv)        Valid
Issuance of Warrant and Preferred Stock. The Warrant has been validly issued and is free of restrictions on transfer other
than restrictions on transfer (a) created by or imposed upon the Holder through no action by the Company, or (b) as set forth herein
or under applicable state and federal securities laws or the Company’s Bylaws. The Preferred Stock issuable upon conversion of
this Warrant, when issued, sold and delivered in accordance with the terms of this Warrant for the consideration expressed herein,
will be duly and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions
on transfer (a) created by or imposed upon the Holder through no action by the Company, or (b) under this Warrant, applicable state
and federal securities laws or the Company’s Bylaws. Subject to applicable restrictions on transfer, the issuance and delivery
of the Warrant and the Preferred Stock issuable upon conversion of the Warrant are not subject to any preemptive or other similar
rights that will not have been properly complied with or waived. Assuming the accuracy of the Holder’s representations and warranties
set forth in Section 4(a) and pursuant to the Notice of Exercise in the form attached hereto, the offer, sale and issuance of the
Warrant and Preferred Stock, respectively, as contemplated by this Warrant, are exempt from the prospectus and registration requirements
of applicable United States federal and state security laws, and neither Company nor any authorized agent acting on its behalf
has or will take any action hereafter that would cause the loss of such exemption.


 


(v)         No
Conflict with Other Instruments. The execution, delivery, and performance of this Warrant will not result in any violation
of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice (a) any provision
of Company’s Certificate of Incorporation or by-laws; (b) any provision of any judgment, decree, or order to which Company is a
party or by which it is bound; (c) any contract, obligation, or commitment to which Company is a party or by which it is bound;
or (d) any statute, rule, or governmental regulation applicable to Company, except in each case where such violation, conflict
or default would not have a material adverse effect on the Company’s business.


 




    	- 4 -



    	 



    

 


(vi)        Capitalization.
As of the date hereof, the authorized capital stock of Company consists of 15,000,000 shares of Common Stock, $0.001 par value,
of which 4,165,000 are issued and outstanding, and 5,308,879 shares of Preferred Stock, $0.001 par value, of which 800,000 are
designated Series A Preferred Stock, all of which are issued and outstanding, 2,233,879 are designated Series B Preferred Stock,
all of which are issued and outstanding, and 2,275,000 are designated Series B-l Preferred Stock, 2,033,333 of which are issued
and outstanding. Such outstanding shares have been duly authorized and validly issued (including, without limitation, issued in
compliance with applicable federal and state securities laws) and are fully paid and nonassessable. Company has reserved 21,000
shares of Common Stock for issuance upon conversion of the Preferred Stock. Except as set forth in the Disclosure Schedule, as
of the date hereof, there are no outstanding warrants, options, conversion privileges, preemptive rights or other rights or agreements
to purchase or otherwise acquire or issue any equity securities or convertible securities of Company, nor has the issuance of any
of the aforesaid rights to acquire securities of Company been authorized.


 


(vii)       Governmental
Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing
with, any federal, state or local governmental authority on the part of Company is required in connection with the offer, sale
or issuance of the Warrant (and the Preferred Stock issuable upon exercise of the Warrant), except for the following: (a) the filing
of a notice on Form D under the Act and (b) the compliance with other applicable state securities laws, which compliance will have
occurred within the appropriate time periods therefor.


 


5   Legends.


 


(a)          Each
certificate representing the Securities shall be endorsed with the following legend:


 


THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER
SAID ACT, A “NO ACTION” LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH TRANSFER, A TRANSFER
MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES AND EXCHANGE COMMISSION, OR (IF REASONABLY REQUIRED BY THE COMPANY) AN OPINION
OF COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 


The Company need not enter into its stock
records a transfer of Securities unless the conditions specified in the foregoing legend are satisfied. The Company may also instruct
its transfer agent not to allow the transfer of any of the Shares unless the conditions specified in the foregoing legend are satisfied.


 




    	- 5 -



    	 



    

 


(b) Removal of Legend and Transfer Restrictions.
The legend relating to the Act endorsed on a certificate pursuant to paragraph 5(a) of this Warrant shall be removed and the Company
shall issue a certificate without such legend to the Holder of the Securities if (i) the Securities are registered under the Act
and a prospectus meeting the requirements of Section 10 of the Act is available or (ii) the Holder provides to the Company an opinion
of counsel for the Holder reasonably satisfactory to the Company, a no-action letter or interpretive opinion of the staff of the
SEC reasonably satisfactory to the Company, or other evidence reasonably satisfactory to the Company, to the effect that public
sale, transfer or assignment of the Securities may be made without registration and without compliance with any restriction such
as those set forth in Rule 144.


 


6.   Condition of Transfer
or Exercise of Warrant. Notwithstanding anything to the contrary set forth herein, neither this Warrant nor any rights hereunder
shall be transferable, except to a Holder affiliate, without the prior written consent of the Company. It shall be a condition
to any transfer or exercise of this Warrant that at the time of such transfer or exercise, the Holder shall provide the Company
with a representation in writing that the Holder or transferee is acquiring this Warrant and the shares of Preferred Stock to
be issued upon exercise for investment purposes only and not with a view to any sale or distribution, or will provide the Company
with a statement of pertinent facts covering any proposed distribution. As a further condition to any transfer of this Warrant
or any or all of the shares of Preferred Stock issuable upon exercise of this Warrant, other than a transfer registered under
the Act, the Company may request a legal opinion, in form and substance satisfactory to the Company and its counsel, reciting
the pertinent circumstances surrounding the proposed transfer and stating that such transfer is exempt from the registration and
prospectus delivery requirements of the Act. The Company shall not require Holder to provide an opinion of counsel if the transfer
is to an affiliate of Holder. Each certificate evidencing the shares issued upon exercise of the Warrant or upon any transfer
of the shares (other than a transfer registered under the Act or any subsequent transfer of shares so registered) shall, at the
Company’s option, if the Shares are not freely saleable under Rule 144(k) under the Act, contain a legend in form and substance
satisfactory to the Company and its counsel, restricting the transfer of the shares to sales or other dispositions exempt from
the requirements of the Act. As further condition to each transfer, at the request of the Company, the Holder shall surrender
this Warrant to the Company and the transferee shall receive and accept a Warrant, of like tenor and date, executed by the Company.


 


7.   Adjustment for Certain
Events. The number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject
to adjustment from time to time upon the occurrence of certain events, as follows:


 


(a) Reclassification
or Merger. In case of any reclassification or change of securities of the class issuable upon exercise of this Warrant (other
than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision
or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation
in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change
of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets
of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to
the Holder a new Warrant (in form and substance satisfactory to the Holder of this Warrant), or the Company shall make appropriate
provision without the issuance of a new Warrant, so that the Holder shall have the right to receive, at a total purchase price
not to exceed that payable upon the exercise of the then unexercised portion of this Warrant, and in lieu of the shares of Preferred
Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property
receivable upon such reclassification, change, merger or sale by a Holder of the number of shares of Preferred Stock then purchasable
under this Warrant. Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 7. The provisions of this subparagraph (a) shall similarly apply to successive reclassifications,
changes, mergers and transfers.


 




    	- 6 -



    	 



    

 


(b) Subdivision
or Combination of Shares. If the Company at any time while this Warrant remains outstanding and unexpired shall subdivide or
combine its outstanding shares of Preferred Stock, the Warrant Price shall be proportionately decreased and the number of Shares
issuable hereunder shall be proportionately increased in the case of a subdivision and the Warrant Price shall be proportionately
increased and the number of Shares issuable hereunder shall be proportionately decreased in the case of a combination.


 


(c) Stock Dividends
and Other Distributions. If the Company at any time while this Warrant is outstanding and unexpired shall (i) pay a dividend
with respect to Preferred Stock payable in Preferred Stock, then the Warrant Price shall be adjusted, from and after the date of
determination of shareholders entitled to receive such dividend or distribution, to that price determined by multiplying the Warrant
Price in effect immediately prior to such date of determination by a fraction (A) the numerator of which shall be the total number
of shares of Preferred Stock outstanding immediately prior to such dividend or distribution, and (B) the denominator of which shall
be the total number of shares of Preferred Stock outstanding immediately after such dividend or distribution; or (ii) make any
other distribution with respect to Preferred Stock (except any distribution specifically provided for in Sections 7(a) and 7(b)),
then, in each such case, provision shall be made by the Company such that the Holder of this Warrant shall receive upon exercise
of this Warrant a proportionate share of any such dividend or distribution as though it were the holder of the Preferred Stock
(or Common Stock issuable upon conversion thereof) as of the record date fixed for the determination of the shareholders of the
Company entitled to receive such dividend or distribution.


 


(d) Adjustment
of Number of Shares. Upon each adjustment in the Warrant Price, the number of Shares purchasable hereunder shall be adjusted,
to the nearest whole share, to the product obtained by multiplying the number of Shares purchasable immediately prior to such adjustment
in the Warrant Price by a fraction, the numerator of which shall be the Warrant Price immediately prior to such adjustment and
the denominator of which shall be the Warrant Price immediately thereafter.


 


8.   Notice of Adjustments.
Whenever any Warrant Price or the kind or number of securities issuable under this Warrant shall be adjusted pursuant to Section
7 hereof, the Company shall prepare a certificate signed by an officer of the Company setting forth, in reasonable detail, the
event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Warrant
Price and number or kind of shares issuable upon exercise of the Warrant after giving effect to such adjustment, and shall cause
copies of such certificate to be mailed (by certified or registered mail, return receipt required, postage prepaid) within thirty
(30) days of such adjustment to the Holder of this Warrant as set forth in Section 17 hereof.


 




    	- 7 -



    	 



    

 


9.   Transferability
of Warrant. This Warrant is transferable on the books of the Company at its principal office by the registered Holder hereof
upon surrender of this Warrant properly endorsed, subject to compliance with Section 6 and applicable federal and state securities
laws. The Company shall issue and deliver to the transferee a new Warrant representing the Warrant so transferred. Upon any partial
transfer, the Company will issue and deliver to Holder a new Warrant with respect to the Warrant not so transferred. Holder shall
not have any right to transfer any portion of this Warrant to any direct competitor of the Company.


 


10.  Registration Rights.
The Company grants registration rights to the Holder of this Warrant for any Common Stock of the Company obtained upon conversion
of the Preferred Stock in parity to the registration rights granted to other holders of the Preferred Stock and agrees that the
Holder of this Warrant shall be added as a party to that certain _________________ dated as of ____________________ of the Company
(the “Registration Rights Agreement”), and that the Shares shall be made “Registrable Securities” under the
Registration Rights Agreement. 11. No fractional share of Preferred Stock will be issued in connection with any exercise hereunder,
but in lieu of such fractional share the Company shall make a cash payment therefor upon the basis of the Warrant Price then in
effect.


 


11.  Charges, Taxes and Expenses.
Issuance of certificates for shares of Preferred Stock upon the exercise of this Warrant shall be made without charge to the Holder
for any United States or state of the United States documentary stamp tax or other incidental expense with respect to the issuance
of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the
name of the Holder.


 


12.  No Shareholder Rights
Until Exercise. This Warrant does not entitle the Holder hereof to any voting rights or other rights as a shareholder of the
Company prior to the exercise hereof.


 


13.  Registry of Warrant.
The Company shall maintain a registry showing the name and address of the registered Holder of this Warrant. This Warrant may be
surrendered for exchange or exercise, in accordance with its terms, at such office or agency of the Company, and the Company and
Holder shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.


 


14.  Loss, Theft, Destruction
or Mutilation of Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction
or mutilation of this Warrant, and, in the case of loss, theft, or destruction, of indemnity reasonably satisfactory to it, and,
if mutilated, upon surrender and cancellation of this Warrant, the Company will execute and deliver a new Warrant, having terms
and conditions substantially identical to this Warrant, in lieu hereof.


 


15.  Miscellaneous.


 


(a) Issue Date. The provisions
of this Warrant shall be construed and shall be given effect in all respect as if it had been issued and delivered by the Company
on the date hereof.


 




    	- 8 -



    	 



    

 


(b) Successors. This
Warrant shall be binding upon any successors or assigns of the Company.


 


(c) Governing Law.
This Warrant shall be governed by and construed in accordance with the laws of the State of Connecticut.


 


(d) Headings. The
headings used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant.


 


(e) Saturdays, Sundays,
Holidays. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein
shall be a Saturday or a Sunday or shall be a legal holiday in the State of Connecticut, then such action may be taken or such
right may be exercised on the next succeeding day not a legal holiday.


 


(f) Waiver of Jury Trial.
Each of the parties hereto hereby waives to the fullest extent permitted by applicable law, any right it may have to a trial by
jury in respect of any litigation directly or indirectly arising out of, under or in connection with this Warrant or the Preferred
Shares.


 


(g) Attorney’s Fees.
In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such
dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorney’s fees.


 


(h) Amendment. Any
term of this Warrant may be amended or waived with the written consent of the Company and Holder.


 


(i) Counterparts; Facsimile.
This Warrant may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Facsimile signatures shall be as effective as original signatures.


 


(j) Entire Agreement.
This Warrant constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all
prior understandings (whether written, verbal or implied) with respect to such subject matter.


 


(k) No Stockholder Rights.
This Warrant in and of itself shall not entitle Holder to any voting rights or other rights as a stockholder of the Company.


 


16.  No
Impairment. The Company will not, by amendment of its Certificate of Incorporation or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in
the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect
the rights of the Holder hereof against impairment.


 


17.  Addresses.
Any notice required or permitted hereunder shall be in writing and shall be mailed by overnight courier, registered or certified
mail, return receipt required, and postage prepaid, or otherwise delivered by hand or by messenger, addressed as set forth below,
or at such other address as the Company or the Holder hereof shall have furnished to the other party.


 




    	- 9 -



    	 



    

 


	If to the Company:                        	Chimerix, Inc.
	 	11149 North Torrey Pines Road
	 	Suite 200
	 	La Jolla, CA 92037
	 	Attn: Wendy Roos
	 	 
	If to the Holder:	General Electric Capital Corporation
	 	401 Merritt 7, Suite 23
	 	Norwalk, CT 06851-1177
	Attn:	Credit Manager-Life Science and Technology Finance


 


18.  Market Stand-Off Agreement.
Holder shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging
or similar transaction with the same economic effect as a sale with respect to, any Preferred Stock (or other equity securities)
of the Company held by Holder, for a period of time specified by the managing underwriter(s) (not to exceed one hundred eighty
(180) days) following the effective date of a registration statement of the Company filed under the Act. Holder agrees to execute
and deliver such other agreements as may be reasonably requested by the Company and/or the managing underwriter(s) which are consistent
with the foregoing or which are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company
may impose stop-transfer instructions with respect to such Common Stock (or other securities) until the end of such period. The
Company’s underwriter(s) are intended third party beneficiaries of this Section 18 and shall have the right, power and authority
to enforce the provisions hereof as if they were a party hereto.


 




    	- 10 -



    	 



    

 


IN WITNESS WHEREOF, Chimerix, Inc.
has caused this Warrant to be executed by its officers thereunto duly authorized.


 


	Dated as of Nov 5, 2003.	By:	/s/ Kevin P. Anderson
	 	Name:	Kevin P. Anderson
	 	Title:	VP Business Development


 


Acknowledged and agreed:


 


	General Electric Capital Corporation	 
	 	 	 
	By:	/s/ John Edel	 
	Name:	John Edel	 
	Title:	SVP	 


 




    	- 11 -



    	 



    

 


Exhibit A


 


DISCLOSURE SCHEDULE


 


This Disclosure Schedule is made and given by
Chimerix, Inc. (the “Company”) pursuant to the Warrant to Purchase 21,000 Shares of Series B-l Preferred Stock
dated ________________, 2003 (the “Warrant”). Nothing herein constitutes an admission of any liability or
obligation on the Company’s part nor an admission against the Company’s interest. The inclusion of any disclosure herein
should not be interpreted as indicating that the Company has determined that such an agreement or other matter is necessarily
material to the Company. Copies of the agreements described herein are available upon request by Holder.


 


1.          As
of the date of the Warrant, 1,500,000 shares of the Company’s Common Stock are reserved for issuance under the Company’s 2002 Equity
Incentive Plan (the “Plan”), of which (i) 629,284 shares are subject to outstanding stock options granted under the Plan,
(ii) 525,000 shares have been issued upon the exercise of stock options previously granted under the Plan and (iii) 345,716 shares
remain available for future issuance under the Plan.


 


2.          In
addition to the Warrant, the following warrants are outstanding as of the date of the Warrant: (i) a warrant issued to Asset Management
Partners to purchase 38,461 shares of the Company’s Common Stock, (ii) a warrant issued to Dr. William Freeman to purchase 35,000
shares of the Company’s Common Stock and (iii) a warrant issued to Paul Grayson to purchase 25,000 shares of the Company’s Common
Stock.


 


3.          Shares
of the Company’s outstanding Series A Preferred Stock, Series B Preferred Stock and Series B-l Preferred Stock are convertible
into shares of the Company’s Common Stock.


 


4.          The
Company has entered into an Amended and Restated Investor Rights Agreement, an Amended and Restated Right of First Refusal and
Co-Sale Agreement and an Amended and Restated Co-Sale Agreement, each dated July 21, 2003, containing (among other things) preemptive
rights, rights of first refusal and co-sale rights, as applicable, with respect to the Company’s securities.


 


5.          The
Company’s Bylaws contain a right of first refusal with respect to transfers of the Company’s Common Stock.


 




    	- 12 -



    	 



    

 


NOTICE OF EXERCISE


 


TO:


 


		1.	The undersigned Warrantholder (“Holder”) elects
to acquire shares of the Series _______________ Preferred Stock (the “Preferred Stock”) of ____________________________________________,
(the “Company”), pursuant to the terms of the Stock Purchase Warrant dated _______________________, 200_, (the “Warrant”).



 


		2.	The Holder exercises its rights under the Warrant as
set forth below:



 


		(          )	The Holder elects to purchase _________ shares of
Preferred Stock as provided in Section 3(a) and tenders herewith a check in the amount of $____________ as payment of the purchase
price.



		(          )	The Holder elects to convert the purchase rights into
shares of Preferred Stock as provided in Section 3(b) of the Warrant.



 


		3.	The Holder surrenders the Warrant with this Notice of
Exercise.



 


The Holder confirms that the representations
and warranties set forth in Section 4(a) of the Warrant are true and correct as of the date hereof with the same force and effect
as of they had been made as of the date hereof.


 


Please issue a certificate representing the shares of the Preferred
Stock in the name of the Holder or in such other name as is specified below:


 


Name:


Address:


 


Taxpayer I.D.:


 


	 	 
	 	(Holder)
	 	 
	 	By:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	Date:	 


 








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