Exhibit 10.17


 


LEASE AGREEMENT


 


THIS LEASE (this “Lease”) is
made as of this 1st day of September 2008, between Biopharm Properties, LLC (“Landlord”) and Chimerix,
Inc. (“Tenant”). In consideration of the mutual promises and representations in this Lease, the Landlord and Tenant
agree as follows:


 


Article
1. -BASIC LEASE INFORMATION`


 


		1.1	Basic Lease Information.



In addition to the terms that are defined elsewhere in this
Lease, the following definitions and provisions apply to this Lease:


 


		(a)	Building: The building located on the Land and of which the Premises are a part and located at
4134 S. Alston Avenue, Durham, NC 27713, Labs 103 and 104.



 


		(b)	Premises: That portion of the Building, containing approximately 2,300 rentable square feet, as
determined by Landlord in its reasonable discretion and in accordance with BOMA standards, as shown on Exhibit A attached
hereto and incorporated herein by reference.



 


		(c)	Land: The land on which the Project is located and which is described on Exhibit B.



 


		(d)	Project: The development consisting of the Land and all improvements built on the Land, including
without limitation the Building, parking lot (and parking structure, if any), walkways, driveways and landscaping.



 


		(e)	Term: The term of this Lease shall be for three (3) years, plus the remainder of any partial calendar
month in which the term commences beginning on the Commencement Date and ending at 6:00 P.M. (local time at the Premises) on the
Expiration Date. Tenant shall have option of renewing the original term of this Lease for an additional period of three (3) years
with sixty (60) days prior written notice.



 


		(f)	Commencement Date: September 1, 2008, or as adjusted pursuant to the terms of this Lease.
If the Commencement Date is not on the first calendar day of the month, the first Lease Year shall additionally include any partial
month running from the Commencement Date through the last day of such partial month.



 


		(g)	Expiration Date: August 31, 2011, unless adjusted or otherwise sooner terminated pursuant
to the terms and provisions of this Lease.



 






    	 



    	 



    
 


		(h)	Lease Year: The twelve month period beginning on the first day of the first full month on or after
the Commencement Date (“Lease Year 1”) or any twelve month period beginning on an anniversary date of the Commencement
Date.



 


		(i)	Security Deposit: $2,000.00.



 


		(j)	Base Rent: The minimum base rent for the Term is as set forth in the following Base Rent Schedule
payable in monthly installments on the 1st day of each month in accordance with the following Base Rent Schedule:



 


	Years	Monthly Base Rent	Annual Base Rent
	Initial Term:1 - 3	$4,216.67	$50,600.00
	Option Term:4 - 6	$4,532.92	$54,395.00


 


		(k)	Tenant’s Share: 33%. Tenant’s Share is calculated as the same proportion which the
rentable square footage of the Premises bears in relation to the rentable square footage of the Building.



 


		(l)	Permitted Use: Laboratory, related office and other related uses consistent with the character
of the Building and otherwise in compliance with the provisions of Article 4 hereof.



 





	 	(m)	Address for Rent Payment:	Biopharm Properties, LLC
	 	 	 	PO Box 1928
	 	 	 	Mount Airy, NC 27030
	 	 	 	 
	 	(n)	Landlord’s Notice Address:	Biopharm Properties, LLC
	 	 	 	PO Box 1928
	 	 	 	Mount Airy, NC 27030
	 	 	 	 
	 	(o)	Tenant’s Notice Address:	Bernhard Lampert
	 	 	 	Chimerix, Inc.
	 	 	 	5007 Southpark Drive, Suite 200
	 	 	 	Durham, NC 27713




  


		1.2	Exhibits.



The following exhibits are attached to this Lease and made part
of this Lease:


 


Exhibit A: Description of Premises


Exhibit B: Description of the Land


Exhibit C: Rules and Regulations


 






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Article
2. -LEASE OF PREMISES


 


		2.1	Lease of Premises.



Upon and subject to all the terms and conditions hereof; Landlord
hereby leases to Tenant and Tenant hereby leases from Landlord the Premises. The duration of this Lease shall be the Term.


 


		2.2	Common Areas.



Tenant shall have the right together with other tenants and
occupants and invitees to the non-exclusive use of the portions of the Project that are for the non-exclusive use of tenants, occupants
and invitees, including but not limited to sidewalks, driveways, stairways, public restrooms, and common halls, lobbies, elevators
and passages, in the Building and on the Land (collectively the “Common Areas”) for reasonable ingress to and egress
from the Premises or the normal use thereof; subject to the other provisions of this Lease including, without limitation, the Rules
and Regulations in Exhibit C.


 


Article
3. -DELIVERY OF THE PREMISES


 


		3.1	Possession / Satisfactory Condition.



Effective as of the Commencement Date, Tenant shall accept the
Premises in their condition as of such date, subject to all applicable Legal Requirements (as defined in Article 4 hereof).
Tenant’s taking possession of the Premises shall be conclusive evidence as against Tenant that the Premises were in good
order and satisfactory condition when Tenant took possession except for a list of items agreed to (such agreement not to be unreasonably
withheld) and signed by Landlord and Tenant and latent defects. No promise of Landlord to alter, remodel, decorate, clean or improve
the Premises, the Building or the Land and no representation respecting the condition of the Premises, the Building or the Land
have been made by Landlord to Tenant, unless the same is contained herein, or made a part hereto, or in a written document signed
by Landlord.


 


		3.2	Failure to Give Possession / Adjustment of Commencement Date.



If Landlord shall be unable to give possession of the Premises
on the Commencement Date by reason of any of the following: (i) labor disputes and/or material shortages (ii) Force Majeure or
Acts of God (iii) the hold over or retention of possession of any tenant, tenants, or occupants; (iv) the acts or omissions of
Tenant, whether or not negligent or intentional; or (v) for any other reason, beyond Landlord’s reasonable control, Landlord
shall not be subject to any liability for the failure to give possession on said date. Under such circumstances the Commencement
Date, Expiration Date, and all other dates that may be affected by their change, shall be revised to conform to Landlord’s
delivery of possession of the Premises to Tenant. No such failure to give possession on the date of commencement of the term hereof
shall affect the validity of this Lease or the obligation of Tenant hereunder, and neither Landlord nor Landlord’s agents
shall be liable to Tenant for any loss or damage resulting from the delay in delivery of possession.


 


		3.3	Early Occupancy / Adjustment of Commencement Date.



If the Premises are ready for occupancy prior to the Commencement
Date and Tenant occupies the Premises prior to said date, or if Tenant occupies all or any part of the Premises prior to the Commencement
Date set out in Article 1, then the Commencement Date shall be the date of Tenant’s early occupancy.



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		3.4	Items Not Delaying Possession or Occupancy.



The Premises shall not be deemed to be unready for Tenant’s
occupancy or incomplete if only minor or insubstantial details of construction, decoration or mechanical adjustment remain to be
done in the Premises or any part thereof, or if the delay in the availability of the Premises for occupancy shall be due to special
work, changes, alterations or additions required or made by Tenant in the layout or finish of the Premises or any part thereof
or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting plans, supplying information, approving
plans, specifications or estimates, giving authorizations or otherwise or shall be caused in whole or in part by delay and/or default
on the part of Tenant. In the event of any dispute as to whether the Premises are ready for Tenant’s occupancy, the decision
of Landlord’s architect shall be final and binding on the parties.


 


		3.5	No Representation.



Tenant agrees and acknowledges that neither Landlord nor any
agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or
the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business.


 


Article
4. -USE OF PREMISES


 


		4.1	Permitted Uses.



Tenant shall occupy and use the Premises during the Term solely
for the Permitted Use set out in Article 1, and in compliance with all laws, orders, judgments, ordinances, regulations,
codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the Premises, and the use and occupancy
thereof (collectively the “Legal Requirements”). Tenant will use the Premises in a careful, safe and lawful manner.
Tenant shall not commit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the
Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Building, or make or permit
to be made any use of the Premises which may be dangerous to persons or property, or which may invalidate or increase the premium
cost of any policy of insurance carried on the Building, the Land or covering Landlord’s operations. Landlord acknowledges
and agrees that the Permitted Use specified in Section 1.1(1) shall not violate the terms of this Section 4.1.


 


Article
5. -RENT


 


		5.1	Payment of Rent.



Tenant shall pay the monthly installment of Base Rent and pay
the Additional Rent due under Article 6 below (collectively “Monthly Rent”) in advance on or before the first
day of each calendar month of the Term. If the Commencement Date is not the first day of a calendar month, Tenant shall pay on
the Commencement Date a pro rata portion of the Monthly Rent for the first partial month of the Term.



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		5.2	Additional Rent / Rent.



Any amount required to be paid by Tenant hereunder in addition
to Base Rent shall be “Additional Rent.” Base Rent and Additional Rent are sometimes collectively referred to herein
as “Rent”


 


		5.3	Payment Terms.



Monthly Rent shall be paid without demand or notice and without
any right of setoff or deduction except as specifically provided herein, as Tenant’s obligation to pay Rent is separate and
independent of Landlord’s obligations under this Lease. Rent payments shall be sent to the Address for Rent Payment set out
in Article 1, or such other address as Landlord instructs Tenant in writing to send Rent payments.


 


Article
6. -OPERATING EXPENSES


 


		6.1	Expense Payment Obligation.



In addition to Base Rent, commencing on the Commencement Date,
Tenant agrees to pay to Landlord as Additional Rent Tenant’s Share of “Expenses” (as defined below). On the first
day of each month of year one of the Term, Tenant shall pay Landlord an amount equal to $569.25 which amount shall be deemed
to be Tenant’s share of “Expenses”, subject to adjustment as provided in Section 6.4 below. Payments for any
fractional calendar month shall be prorated.


 


		6.2	Definition of “Expenses.”



The term “Expenses” shall mean and include those
expenses paid or incurred by Landlord for managing, maintaining, operating and repairing the Project, and any personal property
used in conjunction therewith.


 


		(a)	Expenses shall include, without limitation:



 


		(i)	the cost of all insurance coverage related to the Project,



 


		(ii)	Taxes (as defined below) assessed against the Land and/or Building, and



 


		(iii)	the cost of utilities (including water and sewer services for the Building), labor, materials,
supplies, equipment, tools, permits licenses, inspection fees, management fees and common area expenses attributable to the Project.



 


		(b)	Expenses shall not include:



 


		(i)	costs of alterations of tenants’ space in the Building,



 


		(ii)	depreciation charges,



 






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		(iii)	interest and principal payments on mortgages,



 


		(iv)	ground rental payments, or



 


		(v)	real estate brokerage and leasing commissions.



 


		6.3	Definition of “Taxes.”



The term “Taxes” shall mean ad valorem real estate
taxes, assessments, sewer rents, rates and charges, transit taxes, taxes based upon the receipt of rent, and any other federal,
state or local governmental charge, general, special, ordinary or extraordinary (but not including income or franchise taxes or
many other taxes imposed upon or measured by Landlord’s income or profits, unless the same shall be imposed in lieu of real
estate taxes and other ad valorem taxes), which may now or hereinafter be levied or assessed upon the Land and/or upon the Building.
Taxes shall also include any personal property taxes (attributable to the calendar year in which paid) imposed upon the Landlord’s
fixtures, machinery, equipment, apparatus, systems and appurtenances used in connection with the operation of said Building and
Land.


 


		6.4	Annual Statement and Reconciliation.



Within 120 days after the end of each calendar year during the
Term (or such longer period as may reasonably be required), Landlord will furnish to Tenant a statement (the “Annual Statement”)
showing the following:


 


		(a)	the total and Tenant’s Share of Expenses for said calendar year;



 


		(b)	the amount of retroactive rent adjustment for Expenses to be paid promptly by Tenant to Landlord
upon receipt of said statement or to be credited to Tenant for said calendar year; and



 


		(c)	Landlord’s estimate of the amount of additional rent to be paid on account of Expenses for
the then current calendar year and thereafter until receipt of a new statement containing a revised Landlord’s Estimate.



 


Any amount due to Landlord as shown on any such Annual Statement
shall be paid by Tenant within thirty (30) days after Landlord shall have submitted the Annual Statement. If pursuant to the Annual
Statement Landlord owes Tenant a credit, then, Landlord may credit Tenant’s payments next coming due or refund such credit
amount to Tenant within thirty days after the date of the Annual Statement. If this Lease expires or terminates on a day other
than December 31, then Tenant’s Share of Expenses shall be prorated. The provisions of this Section 6.5 shall survive
the expiration or termination of the Lease.


 


		6.5	Books and Records.



Tenant shall have the right to examine Landlord’s books
and records with respect to the items in the Annual Statement for the year in question during normal business hours at any time
within ten (10) days following the furnishing of such Annual Statement by Landlord to Tenant. Unless Tenant shall take written
exception to any item within thirty (30) days after the furnishing of the foregoing Annual Statement, such Annual Statement shall
be considered as final and accepted by Tenant. Tenant shall pay to Landlord any amount shown as owing on such Annual Statement
as set forth above, regardless of whether or not Tenant takes written exception thereto.



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Article
7. -SECURITY DEPOSIT


 


		7.1	Delivery of Security Deposit.



Tenant agrees to deposit with Landlord, upon execution of this
Lease, a security deposit in the amount of $2,000.00 for the full and faithful performance by Tenant of each and every term,
provision, covenant, and condition of this Lease.


 


		7.2	Application and Restoration of Security Deposit.



If Tenant defaults beyond any applicable cure period in respect
to any of the terms, provisions, covenants and conditions of the Lease including, but not limited to, payment of Rent and/or additional
rent and any other monies payable by Tenant hereunder, Landlord may use, apply, or retain the whole or any part of the security
so deposited for the payment of any such Rent or other payment in default, or for any other sum which Landlord may expend or be
required to expend by reason of Tenant’s default including, without limitation, any damages or deficiency in the reletting
of the Premises, whether such damages or deficiency shall have occurred before or after any re-entry by Landlord. If any of the
security shall be so used, applied or retained by Landlord at any time or from time to time, Tenant shall promptly, in each such
instance, on written demand therefore by Landlord, pay to Landlord such additional sum as may be necessary to restore the security
to the original amount required to be deposited.


 


		7.3	Remittance of Security Deposit.



If Tenant shall fully and faithfully comply with all terms,
provisions, covenants, and conditions of this Lease, the security, or any balance thereof, shall be returned to Tenant within thirty
(30) days after the last of the following to occur:


 


		(a)	the time fixed as the expiration of the term of this Lease;



 


		(b)	the removal of Tenant from the Premises;



 


		(c)	the surrender of the Premises by Tenant to Landlord in accordance with this Lease; and



 


		(d)	the time required for the rent adjustments and other amounts due pursuant to the Lease to have
been computed by Landlord and paid by Tenant.



 


Except as otherwise required by law, Tenant shall not be entitled
to any interest in the aforesaid security. In the absence of evidence satisfactory to Landlord of an assignment of the right to
receive the security or the remaining balance thereof, Landlord may return the security to the original Tenant, regardless of one
or more assignments of this Lease. Landlord’s obligation to return the Security Deposit shall survive the termination of
this Lease.


 


Article
8. -PAYMENTS UNDER LEASE


 


		8.1	Late Charge / Default Interest.



If any payment of Rent due from Tenant is not received by Landlord
within ten (10) days after the date such payment is due, in addition to any other remedies available to Landlord, Tenant shall
pay to Landlord an additional sum equal to five percent (5%) of the overdue rent or twenty-five dollars, whichever is greater,
as a late charge. Such late charge shall be paid promptly upon demand. In addition to the late charge, Rent not paid within ten
(10) days of when due shall bear interest at the annual rate equal to eighteen percent (18%) per annum (the “Default Rate”)
from the 10th day after the due date until paid. Notwithstanding the foregoing, Tenant shall not be obligated to pay
any late charge or interest the first time in any twelve (12) month period that Tenant pays rent late.



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		8.2	Returned Checks.



If Landlord presents Tenant’s check to any bank and Tenant
has insufficient funds to pay for such check, then Landlord shall be entitled to all default remedies provided under the terms
of this Lease and the maximum lawful bad check fee.


 


		8.3	No Accord and Satisfaction.



No payment by Tenant or receipt by Landlord of a lesser amount
than the Rent and/or additional rents and/or any other monies payable hereunder shall be deemed to be other than on account of
the earliest of such due and payable hereunder; nor shall any notice or statement of conditions accompanying any check or payment
due hereunder be deemed an accord and satisfaction and Landlord may accept any such payment without prejudice to Landlord’s
right to recover the balance of all amounts due and owing hereunder or to pursue any other remedy provided for in this Lease and/or
at law or in equity.


 


Article
9. -SERVICES


 


		9.1	Services Provided to Premises.



Subject to the terms of this Article 9, Landlord shall
provide the following to the Premises:


 


		(a)	heat and air conditioning, at such temperatures as are provided in comparable facilities in the
Research Triangle Park, North Carolina area, each Premises shall have separate HVAC connections;



 


		(b)	normal electrical connections;



 


		(c)	water and sewer connections in common with other tenants of the Building;



 


		(d)	voice and data line connection providing access to the local public telephone company;



 


		(e)	fire alarm service;



 


		(f)	connection for hook up to security system; and



 


		(g)	an emergency generator, subject to the terms herein,



 


		9.2	No Liability for Interruption of Services.



Landlord reserves the right to stop building system services
when necessary. Landlord shall have no liability or responsibility for failure to supply building services during any such period
of interruption unless such interruption unreasonably interferes with Tenant’s use or occupancy of the Premises; provided
however, Landlord shall give Tenant advance written notice of any planned stoppage of building system services for routine maintenance,
repairs, alterations or improvements. Tenant understands and agrees that Landlord shall not be liable in any way for any damage
or inconvenience caused by the cessation or interruption of such heating, air conditioning, electricity, water, sewer or other
utility or service occasioned by fire, accident, strikes, break-down, necessary maintenance, alterations, or repairs, replacements,
conduct of other tenants, requirements of a public authority or causes beyond Landlord’s control unless caused by the gross
negligence or willful misconduct of Landlord.



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		9.3	Payments for Services.



Tenant shall pay directly to the utility service provider, prior
to delinquency, any separately metered utilities (for example, electricity and telephone) and services which may be furnished to
Tenant or the Premises during the Term. If such utilities or services are not separately metered for Tenant (for example water
and sewer servicing the entire Building), Tenant shall pay Tenant’s Share of such utilities and services as an Expense, subject
to adjustment as set out herein. If the meter providing such utility does not cover the entire Building, an equitable adjustment
shall be made based on the premises served by such meter.


 


		9.4	Emergency Generator(s).



Landlord’s sole obligation for either providing an emergency
generator(s) or providing emergency back-up power to Tenant shall be: (i) to provide an emergency generator(s) with not less than
the capacity of the emergency generators located in the Building as of the Commencement Date, and (ii) to contract with a third
party to maintain the emergency generator(s) as per the manufacturer’s standard maintenance guidelines. Landlord shall have
no obligation to provide Tenant with operational emergency generators of back-up power or to supervise, oversee or confirm that
the third party maintaining the emergency generators is maintaining the generators as per the manufacturer’s standard guidelines
or otherwise. During any period of replacement; repair or maintenance of the emergency generators when the emergency generators
are not operational, including any delays thereto due to the inability to obtain parts or replacement equipment, Landlord shall
have no obligation to provide Tenant with an alternative back-up generator or generators or alternative sources of back-up power.


 


Article
10. -RULES AND REGULATIONS


 


		10.1	Rules and Regulations.



Tenant shall at all times during the Term (including any extension
or renewal thereof), comply with all reasonable rules and regulations at any time or from time to time established by Landlord
covering the use of the Premises and the Project. The current rules and regulations are attached hereto and made a part hereof
as Exhibit C. If there is a conflict between said rules and regulations and other provisions of this Lease, the terms and provisions
of this Lease shall control. Landlord shall not have any liability or obligation for the breach of any rules and regulations by
other tenants in the Project, their employees, agents, contractors, visitors, or invitees but Landlord shall enforce all the rules
and regulations.


 


Article
11. -COMMON AREAS


 


		11.1	No Rights In General Public.



The Common Areas and roof are not for the use of the general
public and Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence, in
the judgment of Landlord shall be prejudicial to the safety, character, reputation and interests of the Building and Land and the
tenants.



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		11.2	Landlord Rights in Common Area.



Landlord reserves the right to use any portion of the Common
Areas from time to time and/or to deny access to the same temporarily in order to repair, maintain or restore such facilities or
to construct improvements under, over, along, across and upon the same and to relocate such Common Areas, for the benefit of the
Building, the Land, and other tenants, so long as reasonable access to the Premises and reasonable alternative parking is provided
and such actions do not unreasonably interfere with Tenant’s use or occupancy of the Premises.


 


		11.3	Landlord’s Right to Alter Common Areas.



Landlord shall have the right at any time without the same constituting
an actual or constructive eviction and without incurring any liability to Tenant therefore, to change the arrangement and/or locations
of the Common Areas, including entrances, driveways, and parking areas so long as reasonable access to the Premises and reasonable
alternative parking is provided and such actions do not unreasonably interfere with Tenant’s use or occupancy of the Premises.


 


Article
12. -PARKING


 


		12.1	Easement for Parking Area.



Subject to the other provisions of this Lease, Tenant shall
have the right to park in those areas designated for non-reserved parking. Such areas for non-exclusive parking spaces shall serve
all tenants, their employees, business invitees and agents; provided, however, that at no time during any day of the original or
extended Term of this Lease shall the aggregate number of non-exclusive parking spaces actually occupied by Tenant, Tenant’s
employees, business invitees and agents exceed Tenant’s Share of the parking spaces on the Land (which figure is a maximum
number of spaces to be utilized by or for Tenant at any one time, but Landlord in no respect guarantees that such number of spaces
will in fact be available at any one time for Tenant).


 


		12.2	Landlord’s Rights in Parking Area.



Landlord shall have the right, but not the obligation: (a) to
police said parking facilities, (b) to use any portion of the parking facilities from time to time and/or to deny access to the
same temporarily in order to repair, maintain or restore such facilities or to construct improvements under, over, along, across
and upon the same for the benefit of the Land and to grant easements therein to public and quasi public authorities, (c) to cause
unauthorized motor vehicles to be towed away at the sole risk and expense of the owner of such motor vehicles, (d) to provide for
such exclusive use as Landlord may determine from time to time, for the exclusive use of the handicapped, and (e) to adopt and
modify from time to time Rules and Regulations for parking and vehicular ingress, egress, speed, and for times and places for move-in,
move-out and deliveries.



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Article
13. -CARE AND MAINTENANCE


 


		13.1	Landlord’s Maintenance Obligations.



Landlord, as an Expense, shall keep and maintain the exterior
portion of the Building and the Building systems, including the plumbing, mechanical and electrical systems to the point they enter
the Premises, the roof, foundation, exterior walls of the Building and interior structural walls of the Building, and the exterior
ground and parking lot in good repair, reasonable wear and tear and losses and damages caused by Tenant, or by any of Tenant’s
agents, employees, invitees and contractors (collectively, “Tenant Parties”) excluded. Landlord shall provide for routine
HVAC maintenance for the HVAC units on the roof of the Building (such as regular filter changing). Landlord shall repair damages
covered by this paragraph caused by Tenant or any of the Tenant Parties at Tenant’s sole cost and expense. Landlord shall
not be liable for failure to make any repairs or to perform any maintenance unless such failure persists for more than five (5)
days after Tenant’s written notice of the need for such repairs or maintenance, in which case Landlord shall grant Tenant
a day-for-day rent abatement until such services are restored. Landlord shall not be liable for reasonable delays beyond control
of Landlord, including, but not limited to, adverse weather conditions and acts of God.


 


		13.2	Tenant’s Obligations.



Tenant shall keep and maintain the Premises in a neat, clean
condition and in good repair and order and shall keep all fixtures, plumbing, mechanical, and electrical systems, all windows,
doors, toilets and sinks in the Premises, and Tenant’s personal property, including its equipment located on the Premises
in good working order; provided however, as to all plumbing, mechanical, and electrical system maintenance. Tenant shall use the
services of contractors chosen or approved by Landlord. Tenant shall provide for any janitorial services required for all necessary
cleaning of the Premises and shall replace all inoperative light bulbs, ballasts and broken glass. All of Tenant’s storage
shall be within the Premises; no outside storage is permitted. Tenant shall appropriately separate all materials to be recycled.


 


Article
14. -ASSIGNMENT-SUBLETTING


 


		14.1	Assignment/Subletting Prohibited.



Tenant shall not, without Landlord’s prior written consent
which may not be unreasonably withheld: (i) assign, hypothecate, mortgage, encumber, or convey this Lease or any interest under
it; (ii) allow any transfer thereof of any lien upon Tenant’s interest by operation of law; or (iii) sublet the Premises
in whole or in part. Any attempt to do any of the foregoing shall be void and of no effect. A transfer of a controlling interest
in Tenant shall be deemed an assignment of this Lease unless such transfer is in connection with a debt or equity financing of
the Tenant.


 


Article
15. -ALTERATIONS


 


		15.1	No Alterations.



Tenant shall not make any alterations, additions or improvements
to the Premises or Project of any kind whatsoever, without the prior written approval of Landlord, which approval will not be unreasonably
withheld.


 


		15.2	Discharge of Liens.



Any mechanic’s lien filed against the Premises, the Building
or the Land, for work or materials claimed to have been furnished to Tenant shall be discharged of record by Tenant or bonded around
within ten (10) days thereafter, at Tenant’s expense.



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		15.3	Tenant’s Furniture and Fixtures.



Furniture and movable trade fixtures, which are installed by
Tenant at its expense, unless otherwise agreed, shall remain Tenant’s property and may be removed at any time, prior to the
termination of the Term provided that Tenant promptly repairs any damage caused by such removal and that in Landlord’s reasonable
determination such removal will not adversely impair the structural integrity of the Building. Any such trade fixtures which Tenant
has the right to remove under the foregoing provisions, or personal property belonging to Tenant or to any invitee, assignee or
subtenant, if not removed within three days of such termination, shall be deemed abandoned and if Landlord so elects become the
property of Landlord without any payment or offset therefore. If Landlord shall not so elect, Landlord may remove any fixtures
or property from the Premises and store them at Tenant’s sole risk and expense or dispose of them in any manner including
the sale, scrapping or destruction thereof and to the extent permitted by law. Tenant waives all claims against Landlord therefore.
Tenant shall repair and restore, and save Landlord forever harmless from any and all damage to the Premises caused by such removal
by Tenant.


 


Article
16. -ACCESS TO PREMISES


 


		16.1	Landlord’s Access To Premises.



Landlord, and its agents, representatives, employees and contractors
may enter the Premises at any reasonable time to inspect the Premises and to make such repairs as may be required or permitted
pursuant to this Lease, to perform such environmental tests as my be reasonably required to confirm Tenant’s compliance with
the terms hereof and for any other business purpose. Landlord and Landlord’s employees and representatives may enter the
Premises during business hours on not less than 48 hours advance written notice (except in the case of emergencies in which case
no such notice shall be required and such entry may be at any time) for the purpose of effecting any such repairs, inspecting the
Premises, showing the Premises to prospective purchasers or lenders and during the last year of the Term, to prospective tenants
or for any other business purpose. If Tenant shall not be personally present to open and permit an entry into said Premises during
an emergency, Landlord or Landlord’s agents may enter the same by a master key, or may forcibly enter the same, without rendering
Landlord or such agents liable therefore (if during such entry Landlord or Landlord’s agents shall accord reasonable care
to Tenant’s property) and without in any manner affecting the obligations and covenants of this Lease. Nothing herein contained,
however, shall be deemed or construed to impose upon Landlord any obligations, responsibility or liability whatsoever, for the
care, supervision or repair of the Building or any part thereof, other than as herein provided. Except in an emergency, Landlord
shall be accompanied by a representative of Tenant at all times while on the Premises.


 


Article
17. -INSURANCE


 


		17.1	Landlord’s Insurance.



Landlord shall, as an Expense, maintain such insurance covering
the Project as Landlord shall determine and Landlord’s mortgagee shall require.



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		17.2	Tenant’s Insurance.



At all times during the Term of this Lease, Tenant, at Tenant’s
sole cost and expense shall maintain on the Premises:


 


		(a)	commercial general liability insurance with a minimum limit of not less than $81,000,000 per occurrence
for bodily injury and property damage with respect to the Premises.



 


		(b)	insurance against fire, sprinkler leakage, vandalism, and the extended coverage perils for the
full insurable value of all of Tenant’s property of every kind and character in the Premises, Building and on the Land including
without limitation all additions, improvements and alterations to the Premises and of all furniture, trade fixtures, and equipment
in the Premises.



 


		(c)	worker’s compensation insurance with no less than the minimum limits required by law.



 


		17.3	Insurance Requirements.



The commercial general liability insurance policies maintained
by Tenant shall name Landlord, its officers, directors, employees, managers, agents, invitees and contractors (collectively “Landlord
Parties”) as additional insureds. The commercial general liability insurance and the pollution legal liability insurance
shall insure on an occurrence and not on a claims made basis; be issued by insurance companies which have a rating of not less
than policyholder rating of A and financial category rating of at least Class X in “Best’s Insurance Guide”;
shall not be cancelable for nonpayment of premium unless 30 days prior written notice shall have been given to Landlord from the
insurer; contain a hostile fire endorsement and a contractual liability endorsement; and provide primary coverage to Landlord (any
policy issued to Landlord providing duplicate or similar coverage shall be deemed excess over Tenant’s policies). Copies
of such policies (if requested by Landlord), or certificates of insurance showing the limits of coverage required hereunder and
showing Landlord as an additional insured, along with reasonable evidence of the payment of premiums for the applicable period,
shall be delivered to Landlord by Tenant upon the commencement of the Term and with respect to any renewal of insurance policy,
no later than 5 days prior to the expiration of such policy.


 


Article
18. -SUBROGATION/WAIVER OF CLAIMS


 


		18.1	Mutual Waiver of Claims.



Landlord and Tenant each hereby waive all rights of recovery
from the other and against the officers, employees, agents and representatives of the other, on account of loss or damage arising
from any cause covered by any insurance required to be carried by such waiving party pursuant to this Lease or any other insurance
actually carried by such waiving party.


 


		18.2	Waiver of Subrogation.



Tenant and Landlord shall cause their respective insurer(s)
to issue appropriate waiver of subrogation rights endorsements to all policies of insurance carried in connection with the Premises
or the contents thereof. Tenant will cause all other occupants of the Premises (or any portion thereof), whether by sublease or
assignment, claiming by, under or through Tenant to execute and deliver to Landlord a waiver of claims similar to the waiver in
this Article 18 and to obtain such waiver of subrogation rights endorsements; provided however this requirement shall not
be deemed a consent to any sublease or assignment.



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Article
19. -INDEMNITY


 


		19.1	Tenant’s Indemnity.



Tenant hereby indemnifies and agrees to defend, save and hold
Landlord harmless from and against any and all claims, demands, costs and expenses, including reasonable attorney’s fees
“Claim” for the defense thereof, for injury or death or damage to property occurring within or about the Premises,
arising, directly or indirectly, out of Tenant’s use or occupancy of the Premises or from any breach or default on the part
of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease,
or from any gross act or negligence of Tenant, its agents, servants, employees or invitees, in or about the Premises, unless caused
solely by the gross negligence or willful misconduct of Landlord. Tenant’s obligation of indemnity under this paragraph and
elsewhere in this Lease, including but not limited to section 30.1, is conditioned upon: (a) Landlord providing Tenant with prompt
written notice of the Claim for which indemnification is sought; (b) Landlord providing Tenant with sole control over the defense
of such Claim, including but not limited to the retention of counsel; (c) Landlord cooperating with Tenant in the defense of such
Claim; and (d) Landlord’s agreement not to settle any Claim with prior written consent of Tenant which agreement shall not
be unreasonably withheld.


 


		19.2	Landlord’s Indemnity



Landlord hereby indemnifies and agrees to defend, save and hold
Tenant harmless from and against any and all claims, demands, costs and expenses, including reasonable attorney’s fees “Claim”
for the defense thereof, for injury or death or damage to property occurring within or about the Premises, arising from any breach
or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to be performed pursuant
to the terms of this Lease, or from any gross act or negligence of Landlord, its agents, servants, employees or invitees, in or
about the Premises, unless caused solely by the gross negligence or willful misconduct of Tenant. Landlord’s obligation of
indemnity under this paragraph and elsewhere in this Lease, is conditioned upon: (a) Tenant providing Landlord with prompt written
notice of the Claim for which indemnification is sought; (b) Tenant providing Landlord with sole control over the defense of such
Claim, including but not limited to the retention of counsel; (c) Tenant cooperating with Landlord in the defense of such Claim;
and (d) Tenant’s agreement not to settle any Claim with the prior written consent of Landlord, which agreement shall not
be unreasonably withheld.


 


		19.2	Waiver of Claims.



Landlord shall not be liable to Tenant for, and Tenant assumes
all risk of damage to, personal property (including without limitation, loss of records kept within the Premises). Tenant further
waives any and all claims for injury to Tenant’s business or loss of income relating to such damage or destruction of personal
property (including, without limitation, any loss of records). Landlord shall not be liable for any damages arising from any act,
omission, or neglect of any tenant in the Project or of any other third party, unless caused by Landlord’s gross negligence
or willful misconduct.



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		19.3	Defense of Claims.



In case of any action or proceeding brought against Landlord
by reason of any such Claim, upon notice from Landlord, Landlord, at Landlord’s sole cost as expense, may retain its own
counsel if Tenant’s counsel is not reasonably acceptable to Landlord


 


Article
20. -LOSS OF PREMISES BY CASUALTY


 


		20.1	Total Destruction.



If the Premises is totally destroyed by fire or other casualty;
Landlord may, and if the destruction does not result from the intentionally wrongful or grossly negligent act of Tenant, Tenant
may by written notice given not later than thirty (30) days after the date of such destruction, terminate this Lease, in which
event Rent paid for the period beyond the date of destruction shall be refunded to Tenant. In the event the Lease is not terminated
pursuant to this provision, rent shall abate on a per diem basis during the period of untenantability.


 


		20.2	Partial Destruction.



If the Premises are partially damaged by fire other casualty
but not totally destroyed yet (i) the damages are such that Landlord, in its sole judgment, concludes that restoration cannot be
completed within one hundred fifty (150) days; (ii) less than one year of the Term remains; or (iii) insurance carried by Landlord
in a sufficient amount to restore the Premises is not made available to Landlord, then Landlord may, at its option, terminate this
Lease by written notice given not later than sixty (60) days after the date of such destruction, in which event Rent paid for the
period beyond the date of destruction shall be refunded to Tenant. Within a reasonable time after the casualty, Landlord shall
furnish Tenant with Landlord’s estimate of the time required to complete restoration and whether or not sufficient insurance
proceeds are available to Landlord to pay for the required restoration.


 


		20.3	Repair/Restoration.



If this Lease is not terminated pursuant to Section 20.1 or
20.2 above, Landlord shall repair and/or restore the Premises and any other portions of the Building reasonably required for Tenant’s
use of the Premises as provided in this Lease. If Tenant is reasonably required to close all or a portion of its operations during
the period of repair/restoration, Monthly Rent shall abate on a proportional basis (based on the rentable square footage of the
unusable portion of the Premises) from the time all required Hazardous Material Clearances, if any, are obtained, until the Premises
(or applicable portion thereof) are repaired and restored. Landlord’s obligation to restore the Premises shall be subject
to delays arising from the collection of insurance proceeds, from force majeure events or as needed to obtain any license, clearance
or other authorization of any kind required to enter into and restore the Premises issued by any governmental authority having
jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials
(as defined in Article 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”);
provided however, that if repair or restoration of the Premises is not substantially complete as of the end of the restoration
period reasonably estimated by Landlord above, Landlord or Tenant may elect to terminate this Lease, in which event Landlord shall
be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date of discovery. Notwithstanding
anything herein to the contrary, Tenant shall not have the right to terminate this Lease based on the restoration not being substantially
complete by the estimated date until Tenant has given Landlord written notice of the intention to terminate. If Landlord shall
substantially complete the restoration within thirty (30) days after receipt of the notice, Tenant’s notice shall be nullified
and this Lease shall remain in full force and effect.



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		20.4	Tenant’s Fault.



Notwithstanding anything contained herein to the contrary, if
the Premises are damaged by cause due to the gross negligence of Tenant, its employees, agents, customers, or invitees, Landlord
may repair such damage and there shall be no apportionment or abatement of Monthly Rent. Landlord shall not be required to restore
fixtures or improvements made or owned by Tenant after the Commencement Date.


 


Article
21. -EMINENT DOMAIN


 


		21.1	Taking.



If the Building, or a substantial part of the Premises which
makes the Premises unusable for the Permitted Use, shall be taken or condemned for any public or quasi-public use or purpose, or
conveyed under threat of such condemnation, the term of this Lease shall end upon, and not before, the date of the taking of possession
by the condemning authority. If only a portion of the Premises is taken and Tenant can continue use of the remainder, then this
Lease shall not terminate, but Monthly Rent shall abate in a just and proportionate amount to the loss of use occasioned by the
taking


 


		21.2	Right to Condemnation Award.



Landlord shall be entitled to receive and retain the entire
condemnation award for taking of the Building and/or the Premises. Tenant shall have not right or claim against Landlord for any
alleged value of the unexpired portion of this Lease, or its leasehold estate, of for costs of removal, relocation, business interruption
expense or any other damage arising out of such taking. Tenant, however, may make a claim against the condemning authority (but
not against Landlord) for any moving expense, loss of profits, or taking of Tenant’s personal property (other than its leasehold
estate) to which Tenant may be entitled; provided that any such award shall not reduce the amount of the award otherwise payable
to Landlord for the taking of the Building and Premises.


 


Article
22. -SUBORDINATION


 


		22.1	Lease Subordinate.



At anytime prior to or during the Lease term Landlord may execute
and deliver a mortgage or trust deed in the nature of a mortgage (including any and all amendments, restatements, renewals, modifications,
consolidations, refinancing, assignment and extensions thereof, the “Mortgage”) constituting a lien against the Building,
the Land or any interest therein, and may sell and lease back the Land. This Lease shall, at the option of any such mortgagee,
be subject and subordinate at all times to the lien of any such Mortgage, without the necessity of any further instrument or act
on the part of Tenant.


 


		22.2	Delivery of Subordination and Attornment.



Tenant shall execute and deliver such further instrument or
instruments subordinating this Lease to the lien of any such Mortgage of the party secured or proposed mortgagee or party proposed
to be secured, provided such mortgagee promises that in the event it should succeed to Landlord’s interest in the Premises,
it shall not disturb Tenant’s possession under this Lease so long as Tenant is not in default hereunder.



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		22.3	Subsequent Landlord Liable Only During Ownership.



Should any Mortgage affecting the Building or the Land be foreclosed
or if any ground or underlying lease be terminated, the liability of the mortgagee, trustee or purchaser at such foreclosure sale
or the liability of a subsequent owner designated as Landlord under this Lease shall exist only so long as such trustee, mortgagee,
purchaser or owner is the owner of the Building or Land and such liability shall not continue or survive after further transfer
of ownership.


 


Article
23. -ESTOPPEL CERTIFICATE


 


		23.1	Tenant’s Delivery of Estoppel Certificate.



Tenant agrees at any time and from time to time upon not less
than ten (10) business days prior written request by Landlord to execute, acknowledge and deliver to Landlord a statement in writing,
in form and substance as Landlord reasonably requests, certifying that (a) this Lease is unmodified and in full force and effect
(or if there have been modifications that the same is in full force and effect as modified and stating the modifications), (b)
the dates to which the basic rent and other charges have been paid in advance, if any, and (c) all of the defaults of Landlord
hereunder known by Tenant, if any, (and if there are no defaults of Landlord known by Tenant, then a statement to that effect)
it being intended that any such statement delivered pursuant to this Article 23 may be relied upon by any prospective purchaser
of the fee or mortgagee or assignee of any mortgage upon the fee of the Land and/or by party interested in the Land or any part
thereof. Specifically, Tenant upon notice as aforesaid from Landlord agrees to execute and deliver to Landlord a document setting
forth the information described in the preceding paragraph and any other information reasonably required by Landlord to effectuate
the purpose of selling, financing, the Land or otherwise dealing with the same in a commercially reasonable manner.


 


Article
24. -CERTAIN RIGHTS RESERVED TO LANDLORD


 


		24.1	Rights Reserved.



Landlord reserves and may exercise the following rights without
affecting Tenant’s obligations hereunder as long as the exercise of such rights does not unreasonably interfere with Tenant’s
use or enjoyment of the Premises:


 


		(a)	to change the name or street address of the Building;



 


		(b)	to approve the weight, size and location of safes or other heavy equipment or articles, which articles
may be moved in, about, or out of the Building or Premises only at such times and in such manner as Landlord shall direct and in
all events however, at Tenant’s sole risk and responsibility;



 


		(c)	to take any and all measures, including inspection, repairs, alterations, decorations, additions
and improvements to the Premises or to the Building, as may be necessary or desirable for the safety, protection or preservation
of the Premises, the Building, the Land or Landlord’s interests, or as may be reasonably necessary or desirable in the operation
of the Building.



 






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		24.2	Landlord’s Access to Exercise Reserved Rights.



Landlord may enter upon the Premises and may exercise any or
all of the foregoing rights hereby reserved without being deemed guilty of an eviction or disturbance of Tenant’s use or
possession and without being liable in any manner to Tenant and without abatement of rent or affecting any of Tenant’s obligations
hereunder as long as the exercise of such rights does not unreasonably interfere with Tenant’s use or enjoyment of the Premises.


 


Article
25. -HOLDING OVER


 


		25.1	Effects of Holdover.



In the event Tenant remains in possession of the Premises after
the expiration of the Term, or any extensions hereof without the express written consent of Landlord, (a) Tenant shall become a
tenant at sufferance upon the terms of this Lease except that Tenant shall then be obligated to pay Monthly Rent at one and one-half
times the rate of the Monthly Rent due for the last 30 days of the Term for so long as Landlord is kept out of possession of the
Premises and (b) Tenant shall be responsible for all damages suffered by Landlord resulting from or occasioned by Tenant’s
holding over, including consequential damages.


 


		25.2	Landlord’s Rights and Remedies in Event of Holdover.



No such payment, nor the acceptance thereof after expiration
of the Term or earlier termination of the Lease shall result in a renewal, extension or reinstatement of this Lease, or shall in
any way constitute a waiver of the rights of Landlord to re-enter the Premises or to dispossess Tenant and recover possession of
the Premises and the just and former estate of Landlord and to bring any action for damages suffered by Landlord on account of
Tenant’s failure to vacate the Premises.


 


Article
26. -DEFAULT


 


		26.1	Tenant’s Default.



If Tenant defaults in the payment of rent, or if Tenant defaults
in the prompt and full performance of any other provisions of this Lease, and Tenant does not cure the default within 30 days after
written demand by Landlord that the default be cured (unless the default involves a hazardous condition, which shall be cured forthwith)
or if the leasehold interest of Tenant be levied upon under execution or be attached by process of law, or if any petition shall
be filed by or against Tenant to declare Tenant bankrupt or to delay, reduce or modify Tenant’s capital structure (and if
filed against Tenant such petition shall not be dismissed within 60 days) or if Tenant be declared insolvent according to law,
or if Tenant makes an assignment for the benefit of creditors or admits its inability to pay its debts, or if a receiver be appointed
for any property of Tenant, then and in any such event Landlord may, if Landlord so elects but not otherwise, treat the occurrence
of anyone or more of the foregoing events as a default hereunder and with or without notice of such election, and with or without
any demand whatsoever, either forthwith terminate this Lease and Tenant’s rights to possession of the Premises or, without
terminating this Lease, forthwith terminate Tenant’s right to possession of the Premises,



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		26.2	Landlord’s Default / Notice and Opportunity to Cure.



Tenant will not avail itself of any remedy provided at law or
in equity until Landlord fails to cure any default on the part of Landlord within 30 days after its receipt of written notice of
such default from Tenant; and Landlord and Tenant agree that in no event shall Landlord be liable to Tenant for any special, consequential
or incidental damages.


 


Article
27. -LANDLORD’S REMEDIES


 


		27.1	Delivery of Possession Upon Termination.



Upon any termination of this Lease, whether by lapse of time
or otherwise, or upon any termination of Tenant’s right to possession without termination of the Lease, Tenant shall surrender
possession and vacate the Premises immediately, and deliver possession thereof to Landlord, and Tenant to the fullest extent permitted
by law thereby grants to Landlord full and free license to enter into and upon the Premises in such event with or without process
of law and to repossess Landlord of the Premises as of Landlord’s former estate and to expel or remove Tenant and any others
who may be occupying or be within the Premises and to remove any and all property therefrom without being deemed in any manner
guilty of trespass, eviction or forcible entry or detainer, and without relinquishing Landlord’s rights to rent or any other
right given to Landlord hereunder or by operation of law.


 


		27.2	Termination of Right to Possession Only.



If Landlord elects to terminate Tenant’s right to possession
only, without terminating the Lease, Landlord may, at Landlord’s option, lawfully enter into the Premises; remove Tenant’s
signs and other evidences of tenancy, and take and hold possession thereof as in this Article 27.2 provided, without such
entry and possession terminating the Lease or releasing Tenant, in whole or in part, from Tenant’s obligation to pay the
rent hereunder for the full term. Upon and after entry into possession without termination of the Lease, Landlord shall use its
best efforts to relet Premises or any part thereof for the account of Tenant to any person, firm or corporation other than Tenant
for such rent, for such time and upon such terms as Landlord in Landlord’s reasonable discretion shall determine. In any
such case, Landlord may make repairs, alterations and additions in or to the Premises and redecorate the same to the extent deemed
by Landlord necessary or desirable, and Tenant shall, upon demand, pay the cost thereof, together with Landlord’s expenses
of the reletting. If the consideration collected by Landlord upon any such reletting for Tenant’s account is not sufficient
to pay monthly the full amount of the rent and additional rent reserved in this Lease, all other monies to be paid by Tenant, together
with the costs of repairs, alterations, additions, redecorating and Landlord’s expenses, Tenant shall pay to Landlord the
amount of each monthly deficiency upon demand. If the consideration collected by Landlord upon any such reletting for Tenant’s
account exceeds the amount necessary to pay monthly the full amount of the rent and additional rent reserved in this Lease, such
excess shall belong to Landlord.


 


		27.3	Payment by Landlord.



Upon a default by Tenant hereunder, Landlord (or any mortgagee
or ground lessor) may, without waiving or releasing any obligation of Tenant hereunder, make such payment or perform such act.
All sums so paid or incurred by Landlord, together with interest thereon, from the date such sums were paid or incurred, at the
Default Rate shall be payable to Landlord on demand as Additional Rent.



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		27.4	Payment Reimbursement of Costs.



Tenant shall pay upon demand all Landlord’s costs, charges
and expenses, including the fees of counsel, agents and other retained by Landlord, incurred by enforcing Tenant’s obligations
hereunder or incurred by Landlord in any litigation, negotiation or transaction in which Tenant causes Landlord, without Landlord’s
fault, to become involved or concerned.


 


		27.5	Other Rights and Remedies.



None of the rights and remedies of Landlord herein enumerated
shall exclude any other right or remedy allowed by law or equity or provided elsewhere in this Lease.


 


Article
28. -SURRENDER OF POSSESSION


 


		28.1	Surrender of Premises.



Upon the expiration of the Term or earlier termination of Tenant’s
right of possession, Tenant shall surrender the Premises to Landlord in the same condition as received, free of Hazardous Materials
brought upon, kept, used, stored, handled, treated, generated in, or released or disposed of from, the Premises by Tenant (collectively,
“Tenant HazMat Operations”) and released of all Hazardous Materials Clearances, broom clean, ordinary wear and tear
and casualty loss and condemnation covered by Article 20 or Article 21, respectively, excepted.


 


		28.2	Surrender Plan.



At least two (2) months prior to the surrender of the Premises,
Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) to
be taken by Tenant in order to surrender the Premises at the expiration of the Term, free from any residual impact from the Tenant
HazMat Operations and otherwise released for unrestricted use and occupancy (the “Surrender Plan”). Such Surrender
Plan shall be accompanied by a listing of (i) all Hazardous Materials licenses and permits held by or on behalf of any Tenant Party
with respect to the Premises, and (ii) all Hazardous Materials used, stored, handled, treated, generated, released or disposed
of from the Premises, and shall be subject to the review and approval of Landlord’s environmental consultant in its reasonable
discretion. In connection with the review and approval of the Surrender Plan, upon the request of Landlord, Tenant shall deliver
to Landlord or its consultant such additional non-proprietary information concerning Tenant HazMat Operations as Landlord shall
request. On or before such surrender, Tenant shall deliver to Landlord evidence that the approved Surrender Plan shall have been
satisfactorily completed and Landlord shall have the right, subject to reimbursement at Tenant’s expense as set forth below,
to cause Landlord’s environmental consultant to inspect the Premises and perform such additional procedures as may be deemed
reasonably necessary to confirm that the Premises are, as of the effective date of such surrender or early termination of the Lease,
free from any residual impact from Tenant HazMat Operations. Tenant shall reimburse Landlord, as Additional Rent, for the actual
out-of pocket expense incurred by Landlord for Landlord’s environmental consultant to review and approve the Surrender Plan
and to visit the Premises and verify satisfactory completion of the same, which cost shall not exceed $1,500.


 


		28.3	Failure to Submit or Follow Surrender Plan.



If Tenant shall fail to prepare or submit a Surrender Plan approved
by Landlord, or if Tenant shall fail to complete the approved Surrender Plan, or if such Surrender Plan, whether or not approved
by Landlord, shall fail to adequately address any residual effect of Tenant HazMat Operations in, on or about the Premises. Landlord
shall have the right to take such actions as Landlord may deem reasonable or appropriate to assure that the Premises and the Project
are surrendered free from any residual impact from Tenant HazMat Operations, the reasonable cost of which actions shall be reimbursed
by Tenant as Additional Rent, without regard to the limitation set forth in Section 28.1.



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		28.4	Return of Keys.



Tenant shall immediately return to Landlord all keys and/or
access cards to all or any portion of the Project or Premises furnished to or otherwise procured by Tenant. If any such access
card or key is lost, Tenant shall pay to Landlord, at Landlord’s election, either the cost of replacing such lost access
card or key or the cost of reprogramming the access security system in which such access card was used or changing the lock or
locks opened by such lost key.


 


Article
29. -NOTICES


 


		29.1	Notice Requirements.



Except as otherwise provided herein, all notices or communications
between the parties shall be in writing and shall be deemed duly given upon delivery or refusal to accept delivery by the addressee
thereof if delivered in person, by recognized overnight carrier, or by certified mail, return receipt requested, addressed to the
party at the Notice Address set out in Article 1 hereof.


 


		29.2	Change of Address.



Landlord and Tenant may from time to time by written notice
to the other designate another address for receipt of future notices.


 


Article
30. -ENVIRONMENTAL COMPLIANCE


 


		30.1	Prohibition/Compliance/Indemnity.



Tenant shall not cause or permit any Hazardous Materials (as
hereinafter defined) to be brought upon, kept, used, stored, handled, treated, generated in or about, or released or disposed of
from, the Premises or the Project in violation of applicable Environmental Requirements (as hereinafter defined) by Tenant. Without
limiting the generality of the foregoing, Tenant specifically acknowledges that the Building is “Type II-B” construction
per the North Carolina Building Code and all storage and use of flammable materials and Hazardous Materials shall be within any
limits and in compliance with any requirements set for such buildings. If Tenant breaches the obligation stated in the preceding
sentence, or if contamination of the Premises, the Project or any adjacent property by Hazardous Materials brought into, kept,
used, stored, handled, treated, generated in or about, or released or disposed of from, the Premises by Tenant occurs during the
Term or any holding over, and provided Landlord satisfies the conditions in Section 19.1 Tenant hereby indemnifies and shall defend
and hold Landlord, its officers, directors, employees, agents and contractors harmless from any and all actions (including, without
limitation, remedial or enforcement actions of any kind, administrative or judicial proceedings, and orders or judgments arising
out of or resulting therefrom), costs, claims, damages (including, without limitation, punitive damages and damages based upon
diminution in value of the Premises or the Project, or the loss of, or restriction on, use of the Premises or any portion of the
Project), expenses (including, without limitation, attorneys’, consultants’ and experts’ fees, court costs and
amounts paid in settlement of any claims or actions), fines, forfeitures or other civil, administrative or criminal penalties,
injunctive or other relief (whether or not based upon personal injury, property damage, or contamination of, or adverse effects
upon, the environment, water tables or natural resources), liabilities or losses (collectively, “Environmental Claims”)
which arise during or after the Term as a result of such contamination. This indemnification of Landlord by Tenant includes, without
limitation, costs incurred in connection with any investigation of site conditions or any cleanup, treatment, remedial, removal,
or restoration work required by any federal, state or local governmental authority because of Hazardous Materials present in the
air, soil or ground water above, on, or under the Premises as a result of Tenant’s actions. Without limiting the foregoing,
if the presence of any Hazardous Materials on the Premises, the Project or any adjacent property caused or permitted by Tenant
results in any contamination of the Premises, the Project or any adjacent property, Tenant shall promptly take all actions at its
sole expense and in accordance with applicable Environmental Requirements as are necessary to return the Premises, the Project
or any adjacent property to the condition existing prior to the time of such contamination, provided that Landlord’s approval
of such action shall first be obtained, which approval shall not unreasonably be withheld so long as such actions would not potentially
have any material adverse long-term or short-term effect on the Premises or the Project.



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		30.2	Pre-existing Conditions.



Based on the Phase I environmental assessment that Landlord
obtained in 2004 and having received no actual notice to the contrary subsequent to such assessment, Landlord represents and warrants
that there are no Hazardous Materials on the Premises as of the Commencement Date.


 


		30.3	Business.



As a material inducement to Landlord to allow Tenant to use
Hazardous Materials in connection with its business, Tenant agrees (i) to deliver to Landlord prior to the Commencement Date a
list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released
or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the
presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises
(“Hazardous Materials List”) and (ii) to put in place and deliver to Landlord prior to the Commencement Date a program
and plan as to its procedures for dealing with an unauthorized release, discharge, generation, storage or disposal of Hazardous
Materials, including but not limited to the naming of a designated “safety officer” responsible for implementing the
plan, and (iii) to keep Landlord informed of the identity of Tenant’s designated safety officer. Tenant shall deliver to
Landlord true and correct copies of the following documents (the “HazMat Documents”) relating to the use, storage,
handling, treatment, generation, release or disposal of Hazardous Materials prior to the Commencement Date, or if unavailable at
that time, concurrent with the receipt from or submission to a governmental authority: permits; approvals; reports and correspondence;
storage and management plans; safety program and plan; and notices of violations of any Legal Requirements. Tenant shall provide
Landlord with updated Haz Mat Documents in a timely manner during the Lease term; provided however nothing herein shall be deemed
to constitute Landlord’s consent to any chance in the Hazardous Materials used on the Premises as shown on the original Hazardous
Materials List.



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		30.4	Tenant’s Obligations.



Tenant’s obligations under this Article 30 shall
survive the expiration or earlier termination of the Lease. During any period of time after the expiration or earlier termination
of this Lease required by Tenant or Landlord to complete the removal from the Premises of any Hazardous Materials (including, without
limitation, the release and termination of any licenses or permits restricting the use of the Premises and the completion of the
approved Surrender Plan brought onto the Premises by Tenant), Tenant shall continue to pay the full Rent in accordance with this
Lease for any portion of the Premises not relet by Landlord in Landlord’s reasonable discretion, which Rent shall be prorated
daily.


 


		30.5	Definitions.



As used herein, the term “Environmental Requirements”
means all applicable present and future statutes, regulations, ordinances, rules, codes, judgments, orders or other similar enactments
of any governmental authority regulating or relating to health, safety, or environmental conditions on, under, or about the Premises
or the Project, or the environment, including without limitation, the following: the Comprehensive Environmental Response, Compensation
and Liability Act; the Resource Conservation and Recovery Act; and all state and local counterparts thereto, and any regulations
or policies promulgated or issued thereunder. As used herein, the term “Hazardous Materials” means and includes any
substance, material, waste, pollutant, or contaminant listed or defined as hazardous or toxic, or regulated by reason of its impact
or potential impact on humans, animals and/or the environment under any Environmental Requirements, asbestos and petroleum, including
crude oil or any fraction thereof; natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures of
natural gas and such synthetic gas). As defined in Environmental Requirements, Tenant is and shall be deemed to be the “operator”
of Tenant’s “facility” and the “owner” of all Hazardous Materials brought on the Premises by Tenant
or any Tenant Party, and the wastes, by-products, or residues generated, resulting, or produced therefrom.


 


Article
31. -SECURITY


 


		31.1	Security System.



Tenant may choose to hook up to the security system installed
upon the Premises by Landlord, in which event Tenant shall be responsible for the cost of monitoring directly to the monitoring
service provider. Tenant acknowledges and agrees that security devices and services, if any, while intended to deter crime may
not in given instances prevent theft or other criminal acts and that Landlord, while allowing hook up to a security system, is
not providing any security services with respect to the Premises. Tenant agrees that Landlord shall not be liable to Tenant for,
and Tenant waives any claim against Landlord with respect to, any loss by theft or any other damage suffered or incurred by Tenant
in connection with any unauthorized entry into the Premises or any other breach of security with respect to the Premises unless
caused by the gross negligence or willful misconduct of Landlord. Tenant shall at Tenant’s cost obtain insurance coverage
to the extent Tenant desires protection against such criminal acts.



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Article
32. -RELOCATION OF TENANT


 


		32.1	Landlord’s Right to Relocate Tenant.



At any time during the Lease term Landlord shall have the right,
only with Tenant’s written consent upon 90 days advance written notice, to relocate the Tenant to another location in the
Building designated by Landlord (the “Relocation Premises”), provided that: (a) the size of the Relocation Premises
is at least equal to the size of the Premises; and (b) Landlord pays the reasonable cost of moving Tenant and improving the Relocation
Premises to a substantially similar standard as that of the Premises, and reimburses Tenant for all reasonable costs directly incurred
by Tenant as a result of the relocation, including the cost of moving and reinstalling Tenant’s equipment (including utilities),
furniture, trade fixtures, stationery and address changes and other personal property from the Premises to the Relocation Premises,


 


Article
33. -EXCULPATION


 


		33.1	Limitation of Landlord’s Liability.



Neither the partners, if Landlord is a partnership, or if Landlord
is a trustee of a trust, the beneficiaries of such trust, nor the members or managers if Landlord is a limited liability company,
nor the shareholders (nor any of the partners comprising same) directors or officers of any of the foregoing shall be liable for
the performance of Landlord’s obligations under this Lease. Tenant shall look solely to Landlord to enforce Landlord’s
obligations hereunder and shall not seek any damages against the rest of the parties set out in the preceding sentence. The liability
of Landlord for Landlord’s obligations under this Lease shall not exceed and shall be limited to the value of Landlord’s
interest in the Building and Land and Tenant shall not look to the property or assets of any partners, if Landlord is a partnership,
or if Landlord is a trustee of a trust, the beneficiaries of such trust, nor the managers or members if Landlord is a limited liability
company, nor the shareholders (nor any of the partners comprising same) directors or officers of any of the foregoing in seeking
either to enforce Landlord’s obligations under this Lease or to satisfy a judgment for Landlord’s failure to perform
as such obligation.


 


Article
34. -MISCELLANEOUS


 


		34.1	No Waiver.



No waiver of any default by Tenant hereunder shall be implied
from any omission by Landlord to take any action on account of such default if such default persists or be repeated, and no express
waiver shall affect any default other than the default specified in the express waiver and that only for the time and to the extent
therein stated.


 


		34.2	Construction.



The words “Landlord” and “Tenant” wherever
used in the Lease shall be construed to mean plural where necessary and the necessary grammatical changes required to make the
provisions hereof apply either to corporations or individuals, men or women, shall in all cases be assumed as though in each case
fully expressed. The normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Lease or any exhibits or amendments hereto.



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		34.3	Successors and Assigns.



Each provision hereof shall extend to and shall bind and inure
to the benefit of Landlord and Tenant and their respective heirs, legal representatives, successors and assigns.


 


		34.4	Memorandum of Lease.



This Lease shall not be recorded, but at the request of either
party and at such requesting party’s expense, a memorandum hereof, containing such information as is necessary to provide
adequate record notice of the existence of this Lease and the terms hereof including whether options to renew or purchase exist,
shall be prepared and recorded in the county where the Premises are located.


 


		34.5	Exhibits and Schedules.



All Exhibits and Schedules attached to this Lease are hereby
made a part of this Lease as though inserted in this Lease.


 


		34.6	Headings.



The headings of Articles are for convenience only and do not
limit or construe the contents of the Articles.


 


		34.7	Survival.



If any term, covenant or condition of this Lease or the application
thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application
of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby and each term, covenant or condition of this Lease shall be valid and be enforced to the fullest
extent permitted by law.


 


		34.8	Entire Agreement.



This Lease contains the entire agreement of the parties in regard
to the premises. There are no oral agreements existing between them, and there shall be no oral changes. Neither Landlord nor any
agent of Landlord has made any representations, warranties or promises with respect to the Premises, or the Building of which the
premises is a part, or the Land on which the Building is located, or the use of any amenities or facilities, except as herein expressly
set forth. Any agreement hereinafter made shall be ineffective to change, waive, modify, discharge or terminate it in whole or
in part unless such agreement is in writing and signed by the party against whom enforcement of the change, waiver, modification,
discharge or termination is sought.


 


		34.9	Brokers.



Tenant and Landlord each represents to the other that it has
dealt directly with and only with the Broker(s) identified in Article 1 in connection with this Lease, and that no other
broker procured this Lease or is entitled to any commission in connection therewith and in the event either party has so hired
another broker such hiring party shall indemnify, defend and hold forever harmless the other party from and against any claim by
such hired broker and from and against any and all costs directly or indirectly arising out of any such hiring.


 


		34.10	Governing Law.



The laws of the State of North Carolina shall govern the validity,
performance and enforcement of this Lease.



    	25



    	 



    
 


		34.11	Force Majeure.



Notwithstanding anything contained in this Lease to the contrary,
Landlord’s and Tenant’s obligations hereunder shall be excused to the extent that and during such time as Landlord
or Tenant, as the case may be, is prevented from discharging such obligations by Acts of God, strikes, material shortages or any
other reason beyond Landlord’s control.


 


		34.12	Time.



Time is of the essence as to the performance of Tenant’s
obligations under this Lease.


 


		34.13	Not Binding Until Executed.



The submission by Landlord to Tenant of this Lease shall have
no binding force or effect, shall not constitute an option for leasing of the Premises; nor confer any right or impose any obligations
upon either party until execution of this Lease by both parties.


 


		34.14	Effect of Landlord’s Receipt of Money.



No receipt of money by Landlord from Tenant after the termination
of this Lease or after the service of any notice or after the commencement of any suit, or after final judgment for possession
of the Premises shall reinstate, continue or extend the term of this Lease or affect any such notice, demand or suit.


 


		34.15	Landlord’s Liability Upon Transfer.



The obligation of Landlord under this Lease shall not be binding
upon Landlord named herein after the sale, conveyance, assignment or transfer by such Landlord (or upon any subsequent landlord
after the sale, conveyance, assignment or transfer by such subsequent landlord) of its interest in the Building or the Land, as
the case may be, and in the event of any such sale, conveyance, assignment or transfer, Landlord shall be and hereby is entirely
freed and relieved of all covenants and obligations of Landlord hereunder, and it shall be deemed and construed without further
agreement between the parties or their successors in interest, or between the parties and the purchaser, grantee, assignee or other
transferee that such purchaser, grantee, assignee or other transferee has assumed and agreed to carry out any and all covenants
and obligations of Landlord hereunder; provided however, that Landlord shall continue to be responsible for the return of Tenant’s
Security Deposit unless Landlord notifies Tenant in writing of the transfer of such Security Deposit.


 


		34.16	Early Termination Option.



Tenant shall have the right to terminate this Lease at the end
of twenty-four (24) months after the Commencement Date by providing written notice to the Landlord by the end of the twenty-first
(21st) month after the Commencement Date along with payment of a fixed termination fee of twenty thousand dollars ($20,000).


 


[SIGNATURE PAGE FOLLOWS]



    	26



    	 



    
 


IN WITNESS WHEREOF, the parties hereto have executed this Lease
the date first above written.


 





	 	LANDLORD: BIOPHARM PROPERTIES, LLC
	 	 	 
	 	 	 
	 	By:	/s/ W.J. Spires, Jr.            (SEAL)
	 	Name:	W.J. Spires, Jr.                               
	 	Title:	Member/Manager                         
	 	 	 
	 	 	 
	 	 	 
	 	TENANT: CHIMERIX, INC.
	 	 	 
	 	By:	/s/ Merrick Almond
	 	Its:	VP, Research




 


 


(SEAL)


 


Attest:


 


	 	 
	Its:	 


 






    	 



    	 



    
 


EXHIBIT A


 






    	 



    	 



    
 


EXHIBIT B


 






    	 



    	 



    
 


EXHIBIT C


 


 


Rules
and Regulations


 


1.The sidewalk, entries, and driveways of the Project shall
not be obstructed by Tenant, or any Tenant Party, or used by them for any purpose other than ingress and egress to and from the
Premises.


 


2.Tenant shall not place any objects, including antennas,
outdoor furniture, etc., in the parking areas, landscaped areas or other areas outside of its Premises, or on the roof of the Project.


 


3.Except for animals assisting the disabled and laboratory
mice (or other animals consented to by Landlord, which consent may be withheld in Landlord’s sole discretion) used in connection
with the Permitted Use, no animals shall be allowed in the offices, halls, or corridors in the Project. The use of any animals
in connection with the Permitted Use shall comply with all applicable laws, including but not limited to health regulations.


 


4.Tenant shall not disturb the occupants of the Project
or adjoining buildings by the use of any radio or musical instrument or by the making of loud or improper noises.


 


5.If Tenant desires telegraphic, telephonic or other electric
connections in the Premises, Landlord or its agent will direct the electrician as to where and how the wires may be introduced;
and, without such direction, no boring or cutting of wires will be permitted. Any such installation or connection shall be made
at Tenant’s expense.


 


6.Tenant shall not install or operate any steam or gas engine
or boiler, or other mechanical apparatus in the Premises, except as specifically approved in the Lease. The use of oil, gas or
inflammable liquids for heating, lighting or any other purpose is expressly prohibited. Explosives or other articles deemed extra
hazardous shall not be brought into the Project.


 


7.Parking any type of recreational vehicles is specifically
prohibited on or about the Project. Except for the overnight parking of operative vehicles, no vehicle of any type shall be stored
in the parking areas at any time. In the event that a vehicle is disabled, it shall be removed within 48 hours. There shall be
no “For Sale” or other advertising signs on or about any parked vehicle. All vehicles shall be parked in the designated
parking areas in conformity with all signs and other markings. All parking will be open parking, and no reserved parking, numbering
or lettering of individual spaces will be permitted except as specified by Landlord.


 


8.Tenant shall maintain the Premises free from rodents,
insects and other pests.


 


9.Landlord reserves the right to exclude or expel from the
Project any person who, in the judgment of the Landlord, is intoxicated or under the influence of liquor or drugs or who shall
in any manner do any act in violation of the Rules and Regulations of the Project.


 


10.Tenant shall not cause any unnecessary labor by reason
of Tenant’s carelessness or indifference in the preservation of good order and cleanliness. Landlord shall not be responsible
to Tenant for any loss of property on the Premises, however occurring, or for any damage done to the effects of Tenant by any employee
or person.



    	1



    	 



    
 


11.Tenant shall give Landlord prompt notice of any defects
in the water, sewage, utility pipes, electrical lights and fixtures, heating apparatus, or any other service equipment affecting
the Premises.


 


12.Tenant shall not permit storage outside the Premises,
including without limitation, outside storage of trucks and other vehicles, or dumping of waste or refuse or permit any harmful
materials to be placed in any drainage system or sanitary system in or about the Premises.


 


13.All moveable trash receptacles provided by the trash
disposal firm for the Premises must be kept in the trash enclosure areas, if any, provided for that purpose.


 


14.No auction, public or private, will be permitted on the
Premises or the Project.


 


15.No awnings shall be placed over the windows in the Premises
except with the prior written consent of Landlord.


 


16.The Premises shall not be used for lodging, sleeping
or cooking or for any immoral or illegal purposes or for any purpose other than that specified in the Lease. No gaming devices
shall be operated in the Premises.


 


17.Tenant shall ascertain from Landlord the maximum amount
of electrical current which can safely be used in the Premises, taking into account the capacity of the electrical wiring in the
Project and the Premises and the needs of other tenants, and shall not use more than such safe capacity. Landlord’s consent
to the installation of electric equipment shall not relieve Tenant from the obligation not to use more electricity than such safe
capacity.


 


18.Tenant assumes full responsibility for protecting the
Premises from theft, robbery and pilferage.


 


19.Tenant shall not install or operate on the Premises any
machinery or mechanical devices of a nature not directly related to Tenant’s ordinary use of the Premises and shall keep
all such machinery free of vibration, noise and air waves which may be transmitted beyond the Premises.



    	2



    	 



    
 


STATE OF NORTH CAROLINA


 


	 	FIRST AMENDMENT TO
	COUNTY OF DURHAM	    LEASE AGREEMENT


  


THIS FIRST AMENDMENT TO LEASE, is made and
entered into this the 1st day of February, 2009, by and between Biopharm Properties, LLC (“Landlord”) and
Chimerix, Inc. (“Tenant”).


 


WITNESSETH:


 


WHEREAS, Landlord and Tenant entered into
a Lease Agreement dated September 1, 2008 (known as the “Lease”), under the terms of which Landlord leases to Tenant
certain premises in or near the City of Durham, North Carolina, and


 


WHEREAS, the parties hereto desire to further
revise and clarify certain provisions of the Lease in order to more accurately reflect the terms of their business arrangement.


 


NOW, THEREFORE, in consideration of the
mutual covenants and conditions contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged
by each of the parties hereto, the parties hereto do agree that the Lease shall be amended and modified as follows:


 


		1.	Tenant shall lease additional space within the Building, Lab 105, consisting of approximately 1,150 square feet. The Premises
shall now consist of Labs 103, 104 and 105 (3,450 square feet).



 


		2.	The Base Rent shall be modified in accordance with the below:



 


	Initial Term (Years 1 - 3)
	Years	Monthly Base Rent	Annual Base Rent
	09/01/08 - 01/31/09	$4,216.67	$50,600.00
	02/01/09 - 08/31/11	$6,900.00	$82,800.00
	Option Term (Years 4 - 6)
	Years	Monthly Base Rent	Annual Base Rent
	09/01/11 - 08/31/14	$7,374.38	$88,492.50


  


		3.	Tenant’s Share of proportionate expenses shall be 33%.



 


		4.	In addition to Base Rent, Tenant agrees to pay to Landlord as Additional Rent, Tenant’s Share of “Expenses”
(as defined in the Lease). On the first day of each month beginning on the date set forth in this First Amendment to Lease Agreement,
Tenant shall pay to Landlord an amount equal to $853,88, Payments for any fractional calendar month shall be prorated.



 


		5.	All other terms and conditions will remain the same.



 






    	1



    	 



    
 


		6.	All capitalized terms used herein, but not otherwise defined, shall have the meaning ascribed to them in the Lease. Unless
otherwise amended, modified, or supplemented herein, all the other terms, covenants, and conditions of the Lease shall remain in
full force and effect.



 


SIGNATURES ON FOLLOWING PAGE



    	2



    	 



    
 


IN WITNESS WHEREOF, the parties hereto have
caused this First Amendment to Lease Agreement to be executed as of the date first set forth above.


 





	 	LANDLORD: BIOPHARM PROPERTIES, LLC
	 	 	 
	 	By:	/s/ W. J. Spires, Jr.
	 	Its:	Member/Manager
	 	 	 
	 	 	 
	 	TENANT: CHIMERIX, INC,
	 	 	 
	 	By:	/s/ Merrick Almond
	 	Its:	VP, Research
	 	 	 
	 	 	 
	 	By:	/s/ Pamela Goss
	 	Its:	Controller/CAO


 






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	STATE OF NORTH CAROLINA	 
	 	SECOND AMENDMENT TO
	COUNTY OF DURHAM	LEASE AGREEMENT


 


 


THIS SECOND AMENDMENT TO LEASE, is made
and entered into this the 9th day of June, 2009, by and between Biopharm Properties, LLC (“Landlord”) and
Chimerix, Inc. (“Tenant”).


 


WITNESSETH:


 


WHEREAS, Landlord and Tenant entered into
a Lease Agreement dated September 1, 2008 and amended February 9, 2009 (collectively known as the “Lease”), under the
terms of which Landlord leases to Tenant certain premises in or near the City of Durham, North Carolina, and


 


WHEREAS, the parties hereto desire to further
revise and clarify certain provisions of the Lease in order to more accurately reflect the terms of their business arrangement.


 


NOW, THEREFORE, in consideration of the
mutual covenants and conditions contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged
by each of the parties hereto, the parties hereto do agree that the Lease shall be amended and modified as follows:


 


		1.	Tenant shall lease additional space within the Building, Lab 106, consisting of approximately 1,150 square feet. The Premises
shall now consist of Labs 103, 104, 105, and 106 (4,600 square feet).



 


		2.	The Base Rent shall be modified in accordance with the below:



 


	Initial Term (Years 1 - 3)
	Years	Monthly Base Rent	Annual Base Rent
	07/01/09 - 08/31/11	$8,529.17	$102,350.00
	Option Term (Years 4 – 6)
	Years	Monthly Base Rent	Annual Base Rent
	09/01/11 - 08/31/14	$9,168.85	$110,026.25


 


		3.	Tenant’s Share of proportionate expenses shall be 45%



 


		4.	In addition to Base Rent, Tenant agrees to pay to Landlord as Additional Rent, Tenant’s Share of “Expenses”
(as defined in the Lease). On the first day of each month beginning on the date set forth in this First Amendment to Lease Agreement,
Tenant shall pay to Landlord an amount equal to $1,406.84. Payments for any fractional calendar month shall be prorated.



 


		5.	Section 34.16 under the Lease, Early Termination Option, shall be amended to include a fixed termination fee in the amount
of $32,000.00.



 


		6.	All other terms and conditions will remain the same,



 






    	 



    	 



    
 


		7.	All capitalized terms used herein, but not otherwise defined, shall have the meaning ascribed to them in the Lease. Unless
otherwise amended, modified, or supplemented herein, all the other terms, covenants, and conditions of the Lease shall remain in
full force and effect.



 


SIGNATURES ON FOLLOWING PAGE



    	2



    	 



    
 


IN WITNESS WHEREOF, the parties hereto have
caused this First Amendment to Lease Agreement to be executed as of the date first set forth above.


 


 


 


	 	LANDLORD: BIOPHARM PROPERTIES, LLC
	 	 	 
	 	By:	/s/ W. J. Spires, Jr.
	 	Its:	Member/Manager
	 	 	 
	 	 	 
	 	 	 
	 	TENANT: CHIMERIX, INC.
	 	 	 
	 	By:	/s/ Merrick Almond
	 	Its:	VP, Research


 


 



    	3



    	 



    
 


	STATE OF NORTH CAROLINA	 
	COUNTY OF DURHAM	THIRD AMENDMENT TO LEASE


 


 


THIRD AMENDMENT TO LEASE, is made and entered
into this the 17th day of May, 2011, by and between Biopharm Properties, LLC (“Landlord”) and Chimerix,
Inc. (“Tenant”).


 


W1TNESSETH:


 


WHEREAS, Landlord and Tenant entered into
a Lease Agreement dated September 1, 2008 and Amended February 9, 2009 and again June 9, 2009 (collectively known as the “Lease”),
under the terms of which Landlord leases to Tenant certain premises In or near the City of Durham, North Carolina, and


 


WHEREAS, the parties hereto desire to further
revise and clarify certain provisions of the Lease in order to more accurately reflect the terms of their business arrangement.


 


NOW, THEREFORE, in consideration of the
mutual covenants and conditions contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged
by each of the parties hereto, the parties hereto do agree that the Lease shall be amended and modified as follows:


 


		1.	Tenant elects to exercise its option to extend the original Lease which shall commence September 1, 2011 but shall expire February,
29, 2012.



 


		2.	According to Paragraph 2 of the Second Amendment to Lease Agreement executed on June 9, 2009, the Monthly Base Rent during
the Option Period shall be $9,168.65. The Additional Rent shall remain the same at $1,406.84.



 


		3.	All other terms and conditions will remain the sane.



 


		4.	All capitalized terms used herein, but not otherwise defined, shall have the meaning ascribed to them in the Lease. Unless
otherwise amended, modified, or supplemented herein, all the other terms, covenants, and conditions of the Lease shall remain In
full force and effect.



 


SIGNATURES ON FOLLOWING PAGE



    	1



    	 



    



 


IN WITNESS WHEREOF, the parties hereto have
caused this Third Amendment to Lease to be executed as of the date first set forth above.


 


 


 


	 	LANDLORD; BIOPHARM PROPERTIES, LLC
	 	 	 
	 	Granite Investments, LLC Manager
	 	 	 
	 	By:	/s/ ILLEGIBLE
	 	Its:	Manager
	 	 	 
	 	 	 
	 	 	 
	 	TENANT: CHIMERIX, INC.
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ Kenneth I. Moch
	 	Its:	President  and CEO


 






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	STATE OF NORTH CAROLINA	 
	COUNTY OF DURHAM	FOURTH AMENDMENT TO LEASE


  


THIS FOURTH AMENDMENT TO LEASE, is made
and entered into this the 29th day of February, 2012, by and between Biopharm Properties, LLC (“Landlord”)
and Chimerix, Inc. (“Tenant”).


 


W1TNESSETH:


 


WHEREAS, Landlord and Tenant entered into
a Lease Agreement dated September 1, 2008 and Amended February 9, 2009, June 9, 2009, and again May 17, 2011 (collectively known
as the “Lease”), under the terms of which Landlord leases to Tenant certain premises in or near the City of Durham,
North Carolina, and


 


WHEREAS, the parties hereto desire to further
revise and clarify certain provisions of the Lease in order to more accurately reflect the terms of their business arrangement.


 


NOW, THEREFORE, in consideration of the
mutual covenants and conditions contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged
by each of the parties hereto, the parties hereto do agree that the Lease shall be amended and modified as follows:


 


		1.	Tenant elects to extend the original Lease which shall commence March 1, 2012 but shall expire February 28, 2013.



 


		2.	According to Paragraph 2 of the Third Amendment to Lease Agreement executed on May 17, 2011, the Monthly Base Rent shall be
$9,168.65. The Additional Rent during this renewal period shall be $1,832.33.



 


		3.	All other terms and conditions will remain the same.



 


		4.	All capitalized terms used herein, but not otherwise defined, shall have the meaning ascribed to them in the Lease. Unless
otherwise amended, modified, or supplemented herein, all the other terms, covenants, and conditions of the Lease shall remain in
full force and effect.



 


SIGNATURES ON FOLLOWING PAGE



    	1



    	 



    
 


IN WITNESS WHEREOF, the parties hereto have
caused this FOURTH Amendment to Lease to be executed as of the date first set forth above.


 


 


 


	 	LANDLORD: BIOPHARM PROPERTIES, LLC
	 	 	 
	 	Granite Investments, LLC, Manager
	 	 	 
	 	By:	/s/ ILLEGIBLE
	 	Its: 	Manager
	 	 	 
	 	 	 
	 	TENANT: CHIMERIX, INC.
	 	 	 
	 	By:	/s/ Timothy W. Trost
	 	Its:	Sr. Vice President and CFO


 




 






    	2



    	 



    




	STATE OF NORTH CAROLINA	 
	COUNTY OF DURHAM	FIFTH AMENDMENT TO LEASE


  


THIS FIFTH AMENDMENT
TO LEASE, is made and entered into this the 30th day of November, 2012, by and between Biopharm Properties, LLC (“Landlord”)
and Chimerix, Inc. (“Tenant”).


 


W1TNESSETH:


 


WHEREAS, Landlord and
Tenant entered into a Lease Agreement dated September 1, 2008 and Amended February 9, 2009, June 9, 2009, May 17, 2011, and again
February 29, 2012 (collectively known as the “Lease”), under the terms of which Landlord leases to Tenant certain premises
in or near the City of Durham, North Carolina, and


 


WHEREAS, the parties
hereto desire to further revise and clarify certain provisions of the Lease in order to more accurately reflect the terms of their
business arrangement.


 


NOW, THEREFORE, in
consideration of the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt of
which is hereby acknowledged by each of the parties hereto, the parties hereto do agree that the Lease shall be amended and modified
as follows:


 


		1.	Tenant elects to extend the original Lease which shall commence March 1, 2013 but shall expire
February 28, 2014.



 


		2.	According to Paragraph 2 of the Fourth Amendment to Lease Agreement executed on February 29, 2012,
the Monthly Base Rent shall be $9,168.65. The Additional Rent during this renewal period shall be $1,832.33.



 


		3.	All other terms and conditions will remain the same.



 


		4.	All capitalized terms used herein, but not otherwise defined, shall have the meaning ascribed to
them in the Lease. Unless otherwise amended, modified, or supplemented herein, all the other terms, covenants, and conditions of
the Lease shall remain in full force and effect.



 


SIGNATURES ON FOLLOWING PAGE


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Fifth Amendment to Lease to be executed as of the date first set forth above.


 


 


 


	 	LANDLORD: BIOPHARM PROPERTIES, LLC
	 	 	 
	 	Granite Investments, LLC, Manager
	 	 	 
	 	By:	/s/ ILLEGIBLE
	 	Its: 	Manager
	 	 	 
	 	 	 
	 	TENANT: CHIMERIX, INC.
	 	 	 
	 	By:	/s/ Timothy W. Trost
	 	Its:	SVP and CFO


 


 






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