Exhibit 10.7


Chimerix,
Inc.


 


Officer
Change in Control Severance Benefit Plan


 


		Section 1.	Introduction.



 


The Chimerix, Inc.
Officer Change in Control Severance Benefit Plan (the “Plan”) is hereby established effective February
21, 2013 (the “Effective Date”). The purpose of the Plan is to provide for the payment of severance benefits
to eligible officers of Chimerix, Inc. (the “Company”) in the event that such officers
become subject to involuntary or constructive employment terminations in connection with an acquisition of the Company. This Plan
shall supersede any severance benefit plan, policy or practice previously maintained by the Company, except for an individually
negotiated employment contract or agreement between the Company and an officer. This Plan document also is the Summary Plan Description
for the Plan.


 


For purposes of the Plan,
the following terms are defined as follows:


 


(a)          “Affiliate”
means any corporation (other than the Company) in an “unbroken chain of corporations” beginning with the Company, if
each of the corporations other then the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more
of the total combined voting power of all classes of stock in one of the other corporations in such chain


 


(b)          “Base
Salary” means base pay (excluding incentive pay, premium pay, commissions, overtime, bonuses and other forms of variable
compensation) as in effect prior to any reduction that would give rise to an officer’s right to resign for Good Reason.


 


(c)          “Board”
means the Board of Directors of the Company; provided, however, that if the Board has delegated authority to administer the Plan
to the Compensation Committee of the Board, then “Board” shall also mean the Compensation Committee.


 


(d)          “Cause”
means, with respect to a particular officer, the occurrence of any of the following events: (i) such officer’s conviction
of any felony or any crime involving fraud; (ii) such officer’s participation (whether by affirmative act or omission) in
a fraud or felonious act against the Company and/or its Affiliates; (iii) conduct by such officer which, based upon a good faith
and reasonable factual investigation by the Board, demonstrates such officer’s unfitness to serve; (iv) such officer’s
violation of any statutory or fiduciary duty, or duty of loyalty owed to the Company and/or its Affiliates and which has a material
adverse effect on the Company and/or its Affiliates; (v) such officer’s violation of state or federal law in connection with
such officer’s performance of such officer’s job which has a material adverse effect on the Company and/or its Affiliates;
(vi) breach of any material term of any contract between such officer and the Company and/or its Affiliates; or (vii) such officer’s
violation of any material Company policy. The determination whether a termination is for Cause shall be made by the Board in its
sole and exclusive judgment and discretion.


 


(e)          “Change
in Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more
of the following events that also qualifies as a change in the ownership of the Company, a change in the effective control of the
Company, or a change in the ownership of a substantial portion of the assets of the Company (as these events are defined in Treasury
Regulations Section § 1.409A-3(i)(5), or as these definitions may later be modified by other regulatory pronouncements):


 




    	1.



    	 



    

 


(1)         any
Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined
voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.
Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition of securities
of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate
thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions
the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, (C) on account of
the acquisition of securities of the Company by any individual who is, on the Effective Date, either an executive officer or a
Director (either, an “Effective Date Investor”) and/or any entity in which an Effective Date Investor
has a direct or indirect interest (whether in the form of voting rights or participation in profits or capital contributions) of
more than 50% (collectively, the “Effective Date Entities” ) or on account of the Effective Date Entities
continuing to hold shares that come to represent more than 50% of the combined voting power of the Company’s then outstanding
securities as a result of the conversion of any class of the Company’s securities into another class of the Company’s
securities having a different number of votes per share pursuant to the conversion provisions set forth in the Company’s
Amended and Restated Certificate of Incorporation; or (D) solely because the level of Ownership held by any Exchange Act Person
(the “Subject Person”) exceeds the designated percentage threshold of the outstanding voting securities
as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding,
provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting
securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities
that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities
Owned by the Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;


 


(2)         there
is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after
the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto
do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding
voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined
outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in
each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately
prior to such transaction; provided, however, that a merger, consolidation or similar transaction will not constitute a
Change in Control under this prong of the definition if the outstanding voting securities representing more than 50% of the combined
voting power of the surviving Entity or its parent are owned by the Effective Date Entities;


 


(3)         there
is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of
the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated
assets of the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of the voting
securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding
voting securities of the Company immediately prior to such sale, lease, license or other disposition;
provided, however, that a sale, lease, exclusive license or other disposition of all or substantially all of the
consolidated assets of the Company and its Subsidiaries will not constitute a Change in Control under
this prong of the definition if the outstanding voting securities representing more than 50% of the combined voting power of the
acquiring Entity or its parent are owned by the Effective Date Entities; or


 




    	2.



    	 



    

 


(4)         individuals
who, on the date the Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment
or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members
of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be considered as a member of the
Incumbent Board.


 


Notwithstanding the
foregoing or any other provision of this Plan, the term Change in Control shall not include a sale of assets, merger or other transaction
effected exclusively for the purpose of changing the domicile of the Company. Once a Change in Control has occurred, no future
events shall constitute a Change in Control for purposes of the Plan.


 


(f)          “Closing”
means the initial closing of the Change in Control as defined in the definitive agreement executed in connection with the Change
in Control. In the case of a series of transactions constituting a Change in Control, “Closing” means the first closing
that satisfies the threshold of the definition for a Change in Control.


 


(g)          “COBRA”
means the Consolidated Omnibus Budget Reconciliation Act of 1985.


 


(h)          “Code”
means the Internal Revenue Code of 1986, as amended.


 


(i)          “Company”
means Chimerix, Inc. or, following a Change in Control, the surviving entity resulting from such event.


 


(j)          “Covered
Period” means the period commencing thirty (30) days prior to the Closing of a Change in Control and ending thirteen
(13) months following the Closing of a Change in Control.


 


(k)          “Covered
Termination” means an Involuntary Termination that occurs within the Covered Period. For such purposes, if the events
giving rise to an officer’s right to resign for Good Reason arise within the Covered Period, and the officer’s resignation
occurs not later than thirty (30) days after the expiration of the Cure Period (as defined below), such termination shall be a
Covered Termination.


 


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


 


(m)          “Eligible
Officer” means an officer of the Company that meets the requirements to be eligible to receive Plan benefits as set
forth in Section 2.


 


(n)          “Entity”
means a corporation, partnership, limited liability company or other entity.


 


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


 




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(p)          “Exchange
Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d)
of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company,
(ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities
pursuant to a registered public offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity
or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the
Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s
then outstanding securities.


 


(q)          “Good
Reason” for an officer’s resignation means the occurrence of any of the following events, conditions or actions
taken by the Company without Cause and without such officer’s consent: (i) any material reduction of such officer’s
duties, authority and responsibilities, relative to such officer’s duties, authority and responsibilities at the Company
as in effect immediately prior to such reduction, (ii) a material reduction in such officer’s level of base salary other
than in connection with a comparable reduction affecting all officers at the officer’s level, or (iii) a relocation of such
officer’s principal place of employment that increases the officer’s one-way commute by more than fifty (50) miles
from the location at the time of the Change in Control (other than reasonable business travel required as part of the job duties
associated with such officer’s position); provided, however, that in each case above, in order for the officer’s
resignation to be deemed to have been for Good Reason, the officer must first give the Company written notice of the action or
omission giving rise to “Good Reason” within thirty (30) days after the first occurrence thereof; the Company must
fail to reasonably cure such action or omission within thirty (30) days after receipt of such notice (the “Cure Period”),
and the officer’s resignation must be effective not later than thirty (30) days after the expiration of such Cure Period.


 


(r)          “Involuntary
Termination” means a termination of employment that is due to: (1) a termination by the Company without Cause or
(2) an officer’s resignation for Good Reason.


 


(s)          “Own,”
“Owned,” “Owner,” “Ownership” means a person or Entity
will be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership”
of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship
or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.


 


(t)          “Participation
Agreement” means an agreement between an officer and the Company in substantially the form of Appendix A attached
hereto, and which may include such other terms as the Board deems necessary or advisable in the administration of the Plan.


 


(u)          “Plan
Administrator” means the Board prior to the Closing and the Representative upon and following the Closing.


 


(v)         “Representative”
means one or more members of the Board or other persons or entities designated by the Board prior
to or in connection with a Change in Control that will have authority to administer and interpret the Plan upon and following the
Closing as provided in Section 7(a).


 




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(w)          “Subsidiary”
means, with respect to the Company, (i) any corporation of which more than 50% of the outstanding capital stock having ordinary
voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of
any other class or classes of such corporation will have or might have voting power by reason of the happening of any contingency)
is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity
in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution)
of more than 50%.


 


		Section 2.	Eligibility
for Benefits.



 


(a)          Eligible
Officer. An officer of the Company is eligible to participate in the Plan if (i) the Board has designated such officer as eligible
to participate in the Plan by providing such person with a Participation Agreement; (ii) such officer has signed and returned such
Participation Agreement to the Company within the period specified therein; (iii) such officer’s employment with the Company
terminates due to a Covered Termination; and (iv) such officer meets the other Plan eligibility requirements set forth in this
Section 2. The determination of whether an officer is an Eligible Officer shall be made by the Plan Administrator, in its sole
discretion, and such determination shall be binding and conclusive on all persons.


 


(b)          Release
Requirement. In order to be eligible to receive benefits under the Plan, the officer also must execute a general waiver and
release in substantially the form attached hereto as Exhibit A, Exhibit B or Exhibit C, as appropriate (the “Release”),
within the applicable time period set forth therein, but in no event more than fifty (50) days following the date of the applicable
Covered Termination, and such Release must become effective in accordance with its terms. The Company, in its sole discretion,
may modify the form of the Release to comply with applicable law and shall determine the form of the required Release, which may
be incorporated into a termination agreement or other agreement with the officer.


 


(c)          Plan
Benefits Reduced by Individual Agreement Severance Benefits. Unless otherwise determined by the Plan Administrator in its discretion,
an officer who otherwise is an Eligible Officer will receive reduced benefits under the Plan if the officer has executed an individually
negotiated employment contract or agreement with the Company  relating to severance benefits that is in effect on his or
her termination date, in which case such officer’s severance benefit, if any, shall be governed by the terms of such individually
negotiated employment contract or agreement and shall be governed by this Plan only to the extent that the reduction pursuant to
Section 3(c) below does not entirely eliminate benefits under this Plan.


 


(d)          Exceptions
to Benefit Entitlement. An officer who otherwise is an Eligible Officer will not receive benefits under the Plan in the following
circumstances, as determined by the Plan Administrator in its sole discretion:


 


(1)         The
officer voluntarily terminates employment with the Company without Good Reason, or terminates employment due to the officer’s
death or disability. Voluntary terminations include, but are not limited to, resignation, retirement or failure to return from
a leave of absence on the scheduled date.


 


(2)         The
officer voluntarily terminates employment with the Company in order to accept employment with another entity that is wholly or
partly owned (directly or indirectly) by the Company or an Affiliate.


 




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(3)         The
officer is offered an identical or substantially equivalent or comparable position with the Company or an Affiliate. For purposes
of the foregoing, a “substantially equivalent or comparable position” is one that provides the officer substantially
the same level of responsibility and compensation and would not give rise to the officer’s right to resign for Good Reason.


 


(4)         The
officer is offered immediate reemployment by a successor to the Company or an Affiliate or by a purchaser of the Company’s
assets, as the case may be, following a Change in Control and the terms of such reemployment would not give rise to the officer’s
right to resign for Good Reason. For purposes of the foregoing, “immediate reemployment” means that the officer’s
employment with the successor to the Company or an Affiliate or the purchaser of its assets, as the case may be, results
in uninterrupted employment such that the officer does not incur a lapse in pay or benefits as a result of the change in ownership
of the Company or the sale of its assets.


 


(5)         The
officer is rehired by the Company or an Affiliate and recommences employment prior to the date benefits under the Plan are scheduled
to commence.


 


		Section 3.	Amount
of Benefit.



 


(a)          Severance
Benefit. Benefits under the Plan shall be provided to an Eligible Officer as set forth in the Participation Agreement.


 


(b)          Additional
Benefits. Notwithstanding the foregoing, the Company may, in its sole discretion, provide benefits to employees who are not
Eligible Officers (“Non-Eligible Employees”) chosen by the Board, in its sole discretion, and the provision
of any such benefits to a Non-Eligible Employee shall in no way obligate the Company to provide such benefits to any other Non-Eligible
Employee, even if similarly situated. If benefits under the Plan are provided to a Non-Eligible Employee, references in the Plan
to “Eligible Officer” (and similar references) shall be deemed to refer to such Non-Eligible Employee.


 


(c)          Certain
Reductions. The Company, in its sole discretion, shall have the authority to reduce an Eligible Officer’s severance benefits,
in whole or in part, by any other severance benefits, pay and benefits provided during a period following written notice of a plant
closing or mass layoff, pay and benefits in lieu of such notice, or other similar benefits payable to the Eligible Officer by the
Company or an Affiliate that become payable in connection with the Eligible Officer’s termination of employment pursuant
to (i) any applicable legal requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act or
any other similar state law, (ii) any individually negotiated employment contract or agreement or any other written employment
or severance agreement with the Company, or (iii) any Company policy or practice providing for the Eligible Officer to remain on
the payroll for a limited period of time after being given notice of the termination of the Eligible Officer’s employment,
and the Plan Administrator shall so construe and implement the terms of the Plan. Any such reductions
that the Company determines to make pursuant to this Section 3(c) shall be made such that any benefit under the Plan shall be reduced
solely by any similar type of benefit under such legal requirement, agreement, policy or practice (i.e., any cash severance
benefits under the Plan shall be reduced solely by any cash payments or severance benefits under such legal requirement, agreement,
policy or practice, and any continued insurance benefits under the Plan shall be reduced solely by any continued insurance benefits
under such legal requirement, agreement, policy or practice). The Company’s decision to apply such reductions to the
severance benefits of one Eligible Officer and the amount of such reductions shall in no way obligate the Company to apply the
same reductions in the same amounts to the severance benefits of any other Eligible Officer, even if similarly situated. In the
Company’s sole discretion, such reductions may be applied on a retroactive basis, with severance benefits previously paid
being re-characterized as payments pursuant to the Company’s statutory obligation.


 




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(d)          Parachute
Payments.  Any provision of the Plan to the contrary notwithstanding, if any payment or
benefit an Eligible Officer would receive from the Company pursuant to the Plan or otherwise (“Payment”)
would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence,
be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment
will be equal to the Reduced Amount (defined below). The “Reduced Amount” will be either (l) the largest
portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (2)
the entire Payment, whichever amount after taking into account all applicable federal, state and local employment taxes, income
taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income
taxes which could be obtained from a deduction of such state and local taxes), results in such Eligible Officer’s receipt,
on an after-tax basis, of the greatest amount of the Payment. If a reduction in the Payment is to be made so that the Payment equals
the Reduced Amount, (x) the Payment will be paid only to the extent permitted under the Reduced Amount alternative, and the Eligible
Officer will have no rights to any additional payments and/or benefits constituting the Payment, and (y) reduction in payments
and/or benefits will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity
awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits
paid to the Eligible Officer. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration
of vesting will be cancelled in the reverse order of the date of grant of the Eligible Officer’s equity awards. In no event
will the Company or any stockholder be liable to any Eligible Officer for any amounts not paid as a result of the operation of
this Section 3(d). The professional firm engaged by the Company for general tax purposes as of the day prior to the Closing will
perform the foregoing calculations. If the tax firm so engaged by the Company is serving as accountant or auditor for the acquirer,
the Company will appoint a nationally recognized tax firm to make the determinations required hereunder. The Company will bear
all expenses with respect to the determinations by such firm required to be made hereunder. If the tax firm determines that no
Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it will furnish
the Company and each Eligible Officer with documentation that no Excise Tax is reasonably likely to be imposed with respect to
such Payment. Any good faith determinations of the tax firm made hereunder will be final, binding and conclusive upon the Company
and the Eligible Officers.


 


		Section 4.	Return
of Company Property.



 


An Eligible Officer will
not be entitled to any severance benefit under the Plan unless and until the Eligible Officer returns all Company Property. For
this purpose, “Company Property” means all Company documents (and all copies thereof) and other Company property which
the Eligible Officer had in his or her possession at any time, including, but not limited to, Company files, notes, drawings, records,
plans, forecasts, reports, studies, analyses, proposals, agreements, financial information, research and development information,
sales and marketing information, operational and personnel information, specifications, code, software, databases, computer-recorded
information, tangible property and equipment (including, but not limited to, computers, facsimile machines, mobile telephones,
servers), credit cards, entry cards, identification badges and keys; and any materials of any kind which contain or embody any
proprietary or confidential information of the Company (and all reproductions thereof in whole or in part).


 




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		Section 5.	Time
of Payment and Form of Benefit.



 


The Company reserves
the right in the Participation Agreement to specify whether severance payments under the Plan will be paid in a single sum, in
installments, or in any other form and to determine the timing of such payments. All such payments under the Plan will be subject
to applicable withholding for federal, state and local taxes. If an Eligible Officer is indebted to the Company on his or her termination
date, the Company reserves the right to offset any severance payments under the Plan by the amount of such indebtedness. All severance
benefits provided under the Plan are intended to satisfy the requirements for an exemption from application of Section 409A of
the Code to the maximum extent that an exemption is available and any ambiguities herein shall be interpreted accordingly.


 


Notwithstanding anything
to the contrary set forth herein, any payments and benefits provided under the Plan that constitute “deferred compensation”
within the meaning of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect
(collectively “Section 409A”) shall not commence in connection with an Eligible Officer’s termination
of employment unless and until the Eligible Officer has also incurred a “separation from service,” as such term is
defined in Treasury Regulations Section 1.409A-1(h) (“Separation from Service”), unless the Company reasonably
determines that such amounts may be provided to the Eligible Officer without causing the Eligible Officer to incur the adverse
personal tax consequences under Section 409A.


 


It is intended that (i)
each installment of any benefits payable under the Plan to an Eligible Officer be regarded as a separate “payment”
for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i), (ii) all payments of any such benefits under the Plan satisfy,
to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulations Sections
1.409A-1(b)(4) and 1.409A-1(b)(9)(iii), and (iii) any such benefits consisting of COBRA premiums also satisfy, to the greatest
extent possible, the exemption from the application of Section 409A provided under Treasury Regulations Section 1.409A-1(b)(9)(v).
However, if the Company determines that any such benefits payable under the Plan constitute “deferred compensation”
under Section 409A and the Eligible Officer is a “specified employee” of the Company, as such term is defined in Section
409A(a)(2)(B)(i), then, solely to the extent necessary to avoid the imposition of the adverse personal tax consequences under Section
409A, (A) the timing of such benefit payments shall be delayed until the earlier of (1) the date
that is six (6) months and one (1) day after the Eligible Officer’s Separation from Service and (2) the date of the Eligible
Officer’s death (such applicable date, the “Delayed Initial Payment Date”), and (B) the Company
shall (1) pay the Eligible Officer a lump sum amount equal to the sum of the benefit payments that the Eligible Officer would otherwise
have received through the Delayed Initial Payment Date if the commencement of the payment of the benefits had not been delayed
pursuant to this paragraph and (2) commence paying the balance, if any, of the benefits in accordance with the applicable payment
schedule.


 


In no event shall payment
of any benefits under the Plan be made prior to an Eligible Officer’s termination date or prior to the effective date of
the Release. If the Company determines that any payments or benefits provided under the Plan constitute “deferred compensation”
under Section 409A, and the Eligible Officer’s Separation from Service occurs at a time during the calendar year when the
Release could become effective in the calendar year following the calendar year in which the Eligible Officer’s Separation
from Service occurs, then regardless of when the Release is returned to the Company and becomes effective, the Release will not
be deemed effective any earlier than the latest permitted effective date (the “Release Deadline”). If
the Company determines that any payments or benefits provided under the Plan constitute “deferred compensation” under
Section 409A, then except to the extent that payments may be delayed until the Delayed Initial Payment Date pursuant to the preceding
paragraph, on the first regular payroll date following the effective date of an Eligible Officer’s Release, the Company shall
(1) pay the Eligible Officer a lump sum amount equal to the sum of the benefit payments that the Eligible Officer would otherwise
have received through such payroll date but for the delay in payment related to the effectiveness of the Release and (2) commence
paying the balance, if any, of the benefits in accordance with the applicable payment schedule.


 




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All severance payments
under the Plan shall be subject to applicable withholding for federal, state and local taxes. If an Eligible Officer is indebted
to the Company at his or her termination date, the Company reserves the right to offset any severance payments under the Plan by
the amount of such indebtedness.


 


		Section 6.	Reemployment.



 


In the event of an Eligible
Officer’s reemployment by the Company during the period of time in respect of which severance benefits pursuant to the Plan
have been paid, the Company, in its sole and absolute discretion, may require such Eligible Officer to repay to the Company all
or a portion of such severance benefits as a condition of reemployment.


 


		Section 7.	Right
to Interpret and Administer Plan; Amendment and Termination.



 


(a)          Interpretation
and Administration. Prior to the Closing, the Board shall be the Plan Administrator and shall have the exclusive discretion
and authority to establish rules, forms, and procedures for the administration of the Plan and to construe and interpret the Plan
and to decide any and all questions of fact, interpretation, definition, computation or administration arising in connection with
the operation of the Plan, including, but not limited to, the eligibility to participate in the Plan and amount of benefits paid
under the Plan. The rules, interpretations, computations and other actions of the Board shall be binding and conclusive on all
persons. Upon and after the Closing, the Plan will be interpreted and administered in good faith by the Representative who shall
be the Plan Administrator during such period. All actions taken by the Representative in interpreting the terms of the Plan and
administering the Plan upon and after the Closing will be final and binding on all Eligible Officers. Any references in this Plan
to the “Board” or “Plan Administrator” with respect to periods following the Closing shall mean the Representative.


 


(b)          Amendment.
The Plan Administrator reserves the right to amend this Plan at any time; provided, however, that any amendment of the Plan
will not be effective as to a particular officer who is or may be adversely impacted by such amendment or termination and has an
effective Participation Agreement without the written consent of such officer. Any action amending the Plan shall be in writing
and executed by the Company’s Chairman of the Board (prior to the Closing) or the Representative (following the Closing).


 


(c)          Termination.
 The Plan will automatically terminate upon the earliest of: (i) the date five (5) years after the Effective Date, if the Closing
has not occurred on or prior to such date, or (ii) following satisfaction of all the Company’s obligations under the Plan.


 


		Section 8.	No
Implied Employment Contract.



 


The Plan shall not be
deemed (i) to give any officer or other person any right to be retained in the employ of the Company  or (ii) to interfere
with the right of the Company  to discharge any officer or other person at any time, with or without cause, which right
is hereby reserved.


 




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		Section 9.	Legal
Construction.



 


This Plan is intended
to be governed by and shall be construed in accordance with the Employee Retirement Income Security Act of 1974 (“ERISA”)
and, to the extent not preempted by ERISA, the laws of the State of North Carolina.


 


		Section 10.	Claims, Inquiries
and Appeals.



 


(a)          Applications
for Benefits and Inquiries. Any application for benefits, inquiries about the Plan or inquiries about present or future rights
under the Plan must be submitted to the Plan Administrator in writing by an applicant (or his or her authorized representative).
The Plan Administrator is:


 


Chimerix, Inc.


Board of Directors


2505 Meridian Parkway


Suite 340


Durham, NC 27713


 


(b)          Denial
of Claims. In the event that any application for benefits is denied in whole or in part, the Plan Administrator must provide
the applicant with written or electronic notice of the denial of the application, and of the applicant’s right to review
the denial. Any electronic notice will comply with the regulations of the U.S. Department of Labor. The notice of denial will be
set forth in a manner designed to be understood by the applicant and will include the following:


 


(1)         the
specific reason or reasons for the denial;


 


(2)         references
to the specific Plan provisions upon which the denial is based;


 


(3)         a
description of any additional information or material that the Plan Administrator needs to complete the review and an explanation
of why such information or material is necessary; and


 


(4)         an
explanation of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the
applicant’s right to bring a civil action under Section 502(a) of ERISA following a denial on review of the claim, as described
in Section 10(d) below.


 


This notice of denial
will be given to the applicant within ninety (90) days after the Plan Administrator receives the application, unless special circumstances
require an extension of time, in which case, the Plan Administrator has up to an additional ninety (90) days for processing the
application. If an extension of time for processing is required, written notice of the extension will be furnished to the applicant
before the end of the initial ninety (90) day period.


 


This notice of extension
will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to render
its decision on the application.


 




    	10.



    	 



    

 


 


(c)          Request
for a Review. Any person (or that person’s authorized representative) for whom an application for benefits is denied,
in whole or in part, may appeal the denial by submitting a request for a review to the Plan Administrator within sixty (60) days
after the application is denied. A request for a review shall be in writing and shall be addressed to:


 


Chimerix, Inc.


Board of Directors


2505 Meridian Parkway


Suite 340


Durham, NC 27713


 


A request for
review must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the
applicant feels are pertinent. The applicant (or his or her representative) shall have the opportunity to submit (or the
Plan Administrator may require the applicant to submit) written comments, documents, records,
and other information relating to his or her claim. The applicant (or his or her representative) shall be provided, upon request
and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim.
The review shall take into account all comments, documents, records and other information submitted by the applicant (or his or
her representative) relating to the claim, without regard to whether such information was submitted or considered in the initial
benefit determination.


 


(d)          Decision
on Review. The Plan Administrator will act on each request for review within sixty (60) days after receipt of the request,
unless special circumstances require an extension of time (not to exceed an additional sixty (60) days), for processing the request
for a review. If an extension for review is required, written notice of the extension will be furnished to the applicant within
the initial sixty (60) day period. This notice of extension will describe the special circumstances
necessitating the additional time and the date by which the Plan Administrator is to render its decision on the review. The
Plan Administrator will give prompt, written or electronic notice of its decision to the applicant. Any electronic notice will
comply with the regulations of the U.S. Department of Labor. In the event that the Plan Administrator confirms the denial of the
application for benefits in whole or in part, the notice will set forth, in a manner calculated to be understood by the applicant,
the following:


 


(1)         the
specific reason or reasons for the denial;


 


(2)         references
to the specific Plan provisions upon which the denial is based;


 


(3)         a
statement that the applicant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all
documents, records and other information relevant to his or her claim; and


 


(4)         a
statement of the applicant’s right to bring a civil action under Section 502(a) of ERISA.


 


(e)          Rules
and Procedures. The Plan Administrator will establish rules and procedures, consistent with the Plan and with ERISA, as necessary
and appropriate in carrying out its responsibilities in reviewing benefit claims. The Plan Administrator may require an applicant
who wishes to submit additional information in connection with an appeal from the denial of benefits to do so at the applicant’s
own expense.


 




    	11.



    	 



    

 


(f)          Exhaustion
of Remedies. No legal action for benefits under the Plan may be brought until the applicant (i) has submitted a written
application for benefits in accordance with the procedures described by Section 10(a) above, (ii) has been notified by the
Plan Administrator that the application is denied, (iii) has filed a written request for a review of the application in accordance
with the appeal procedure described in Section 10(c) above, and (iv) has been notified that the Plan Administrator has denied
the appeal. Notwithstanding the foregoing, if the Plan Administrator does not respond to an Eligible Officer’s claim or appeal
within the relevant time limits specified in this Section 10, the Eligible Officer may bring legal action for benefits under the
Plan pursuant to Section 502(a) of ERISA.


 


		Section 11.	Basis
of Payments to and from Plan.



 


The Plan shall be unfunded,
and all cash payments under the Plan shall be paid only from the general assets of the Company.


 


		Section 12.	Other
Plan Information.



 


(a)          Employer
and Plan Identification Numbers. The Employer Identification Number assigned to the Company (which is the “Plan Sponsor”
as that term is used in ERISA) by the Internal Revenue Service is 33-0903395. The Plan Number assigned to the Plan by the Plan
Sponsor pursuant to the instructions of the Internal Revenue Service is 510.


 


(b)          Ending
Date for Plan’s Fiscal Year. The date of the end of the fiscal year for the purpose of maintaining the Plan’s records
is December 31.


 


(c)          Agent
for the Service of Legal Process. The agent for the service of legal process with respect to the Plan is:


 


Chimerix, Inc.


2505 Meridian Parkway


Suite 340


Durham, NC 27713


 


In addition, service
of legal process may be made upon the Plan Administrator.


 


(d)          Plan
Sponsor. The “Plan Sponsor” is:


 


Chimerix, Inc.


2505 Meridian Parkway


Suite 340


Durham, NC 27713


(919) 806-1074


 


(e)          Plan
Administrator. The Plan Administrator is the Board prior to the Closing and the Representative upon and following the Closing.
The Plan Administrator’s contact information is:


 


Chimerix, Inc.


Board of Directors or Representative


2505 Meridian Parkway


Suite 340


Durham, NC 27713


(919) 806-1074


 




    	12.



    	 



    

 


The Plan Administrator
is the named fiduciary charged with the responsibility for administering the Plan.


 


		Section 13.	Statement
of ERISA Rights.



 


Participants in this
Plan (which is a welfare benefit plan sponsored by Chimerix, Inc.) are entitled to certain rights and protections under ERISA.
If you are an Eligible Officer, you are considered a participant in the Plan and, under ERISA, you are entitled to:


 


(a)          Receive
Information About Your Plan and Benefits


 


(1)         Examine,
without charge, at the Plan Administrator’s office and at other specified locations, such as worksites, all documents governing
the Plan and a copy of the latest annual report (Form 5500 Series), if applicable, filed by the Plan with the U.S. Department of
Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration;


 


(2)         Obtain,
upon written request to the Plan Administrator, copies of documents governing the operation of the Plan and copies of the latest
annual report (Form 5500 Series), if applicable, and an updated (as necessary) Summary Plan Description. The Administrator may
make a reasonable charge for the copies; and


 


(3)         Receive
a summary of the Plan’s annual financial report, if applicable. The Plan Administrator is required by law to furnish each
Eligible Officer with a copy of this summary annual report.


 


(b)          Prudent
Actions by Plan Fiduciaries. In addition to creating rights for Plan Eligible Officers, ERISA imposes duties upon the people
who are responsible for the operation of the employee benefit plan. The people who operate the Plan, called “fiduciaries”
of the Plan, have a duty to do so prudently and in the interest of you and other Eligible Officers and beneficiaries. No one, including
your employer, your union or any other person, may fire you or otherwise discriminate against you in any way to prevent you from
obtaining a Plan benefit or exercising your rights under ERISA.


 


(c)          Enforce
Your Rights. If your claim for a Plan benefit is denied or ignored, in whole or in part, you have a right to know why this
was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time
schedules.


 


Under ERISA, there
are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual
report from the Plan, if applicable, and do not receive them within thirty (30) days, you may file suit in a Federal court. In
such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive
the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator.


 


If you have a claim
for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court.


 




    	13.



    	 



    

 


If you are discriminated
against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal
court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you
have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds
your claim is frivolous.


 


(d)          Assistance
with Your Questions. If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions
about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator,
you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your
telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department
of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and
responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.


  




    	14.



    	 



    

 


Appendix
A


 


Chimerix,
Inc. 


 


Officer
Change in Control Severance Benefit Plan 


 


Participation
Agreement 


 


Name: ___________________


 


Section 1.          Eligibility.



 


You have been designated
as eligible to participate in the Chimerix, Inc. Officer Change in Control Severance Benefit Plan (the “Plan”),
a copy of which is attached as Exhibit A
to this Participation Agreement (the “Agreement”). Capitalized terms not explicitly defined in this Agreement
but defined in the Plan shall have the same definitions as in the Plan.


 


		Section 2.	Severance Benefits



 


Subject to the terms
of the Plan, if you are terminated in a Covered Termination, and meet all the other eligibility requirements set forth in the Plan,
including, without limitation, executing the required Release within the applicable time period set forth therein and provided
that such Release becomes effective in accordance with its terms, you will receive the severance benefits set forth in this Section
2. Notwithstanding the schedule for provision of severance benefits as set forth below, the provision of any severance benefits
under this Section 2 is subject to any delay in payment that may be required under Section 5 of the Plan.


 


(a)          Cash
Severance Benefit. You will be entitled to receive a single lump sum cash payment equal to [___________] (___)]1
months of Base Salary (the “Cash Severance Benefit”). The Cash Severance Benefit will be payable to
you within ten (10) business days following the later of (i) the effective date of your Release, or (ii) the effective date of
the Closing.


 


(b)          Accelerated
Vesting of Stock Awards.


 


(1)         Effective
as of the later of the effective date of your Release or the effective date of the Closing, to the extent not previously vested:
(i) the vesting and exercisability of all outstanding stock options to purchase the Company’s common stock that are held
by you on such date shall be accelerated in full, (ii) any reacquisition or repurchase rights held by the Company in respect of
common stock issued pursuant to any other stock award granted to you by the Company shall lapse in full, and (iii) the vesting
of any other stock awards granted to you by the Company, and any issuance of shares triggered by the vesting of such stock awards,
shall be accelerated in full. Notwithstanding the foregoing, this Section 2(b) shall not apply to stock awards issued under or
held in any Qualified Plan. For purposes of determining the number of shares that will vest pursuant to the foregoing provision
with respect to any performance based vesting award that has multiple vesting levels depending upon the level of performance, vesting
acceleration shall occur with respect to the number of shares subject to the award as if the applicable performance criteria had
been attained at a 100% level.


 


 


1
Cash Severance Benefit for Chief Executive Officer is twelve (12) months. Cash Severance Benefit for all other (non-CEO)
officers is six (6) months.


 




    	15.



    	 



    

 


(2)         In
order to give effect to the intent of the foregoing provision, notwithstanding anything to the contrary set forth in your stock
award agreements or the applicable equity incentive plan under which such stock award was granted that provides that any then unvested
portion of your award will immediately expire upon your termination of service, no unvested portion of your stock award shall terminate
any earlier than thirty (30) days following any Involuntary Termination of your employment that occurs prior to a Closing. Notwithstanding
anything to the contrary set forth herein, your stock awards shall remain subject to earlier termination in connection with a “Corporate
Transaction” as provided in the Equity Plan or substantially equivalent provisions applicable to your stock award.


 


(c)          Payment
of Continued Group Health Plan Benefits.


 


(1)         If
you timely elect continued group health plan continuation coverage under COBRA the Company shall pay the full amount of your COBRA
premiums, or shall provide coverage under any self-funded plan, on behalf of you for your continued coverage under the Company’s
group health plans, including coverage for your eligible dependents, for [_______ (__)]2 months following your Covered
Termination (the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments
made by the Company, or the provision of coverage under a self-funded group health plan, you will be responsible for the entire
payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of your eligible COBRA coverage
period. For purposes of this Section, (i) references to COBRA shall be deemed to refer also to analogous
provisions of state law and (ii) any applicable insurance premiums that are paid by the Company shall not include any amounts
payable by you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are your sole
responsibility.


 


(2)         Notwithstanding
the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits
without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of
the Public Health Service Act), then in lieu of paying COBRA premiums on the your behalf, the Company will instead pay you on the
last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to the COBRA premium for that month,
subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance
Payment to be made without regard to yours election of COBRA coverage or payment of COBRA premiums and without regard to your continued
eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the
COBRA Payment Period.


 


		Section 3.	Definitions.



 


(a)          “Equity
Plan” means the Company’s 2002 Equity Incentive Plan, 2012 Equity Incentive Plan or any successor or other
equity incentive plan adopted by the Company which govern your stock awards, as applicable.


 


(b)          “Qualified
Plan” means a plan sponsored by the Company or an Affiliate that is intended to be qualified under Section 401(a)
of the Internal Revenue Code.


 


 


2
COBRA benefit for Chief Executive Officer is twelve (12) months. COBRA benefit for all other (non-CEO) officers is six (6)
months.


 




    	16.



    	 



    

 


		Section 4.	Acknowledgements.



 


As a condition to participation
in the Plan, you hereby acknowledge each of the following:


 


(a)          The
severance benefits that may be provided to you under this Agreement are subject to certain reductions under Section 3 of the Plan.


 


(b)          This
Agreement and the Plan supersedes any severance benefit plan, policy or practice previously maintained
by the Company that may have been applicable to you. [Notwithstanding the foregoing, this Agreement and the Plan do not
supersede your individually negotiated employment agreement with the Company dated October 20, 2009, as amended April 14, 2010
and December 24, 2012, and as it may be amended thereafter from time to time.]3


 


To accept the terms of this Agreement and
participate in the Plan, please sign and date this Agreement in the space provided below and return it to _____________________
no later than _________, ___.


 


	Chimerix, Inc.	 	 
	 	 	 
	By:	 	 	 
	 	 	 	 
	Title:  	 	 	 
	 	 	 
	 	 	 
	 	 	 
	[Eligible Officer]	 	Date


 


 


3
Bracketed provision to be included only for Chief Executive Officer.


 




    	17.



    	 



    

 


For Employees Age 40 or Older


Individual Termination


 


Exhibit
A


 


RELEASE AGREEMENT


 


I understand and
agree completely to the terms set forth in the Chimerix, Inc. Officer Change in Control Severance Benefit Plan (the “Plan”).


 


I understand that this
Release Agreement (the “Release”), together with the Plan, constitutes the complete, final and exclusive
embodiment of the entire agreement between the Company, affiliates of the Company and me with regard to the subject matter hereof.
I am not relying on any promise or representation by the Company or an affiliate of the Company that is not expressly stated
therein. Certain capitalized terms used in this Release are defined in the Plan.


 


I hereby confirm my
obligations under my proprietary information and inventions agreement with the Company and/or an affiliate of the Company.


 


In
consideration of the severance benefits and other consideration provided to me under the Plan that I am not otherwise entitled
to receive, I hereby generally and completely release the Company and its affiliates,
and their parents, subsidiaries, successors, predecessors and affiliates, and their current and former partners, members, directors,
officers, employees, stockholders, shareholders, agents, attorneys, predecessors, successors, insurers, affiliates and assigns,
from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events,
acts, conduct, or omissions occurring at any time prior to and including the date I sign this Release (collectively, the “Released
Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my
employment with the Company and its affiliates, or their affiliates, or the termination of that
employment; (b) all claims related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense
reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity, or profits interests in the
Company and its affiliates, or their affiliates; (c) all claims for breach of contract,
wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims
for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory
claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the
federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age
Discrimination in Employment Act (as amended) (“ADEA”), and the federal Employee Retirement Income Security
Act of 1974 (as amended).


 


Notwithstanding the
foregoing, I understand that the following rights or claims are not included in the Released Claims: (a) any rights or claims
for indemnification I may have pursuant to any written indemnification agreement with the Company or its affiliate to which I am
a party; the charter, bylaws, or operating agreements of the Company or its affiliate; or under applicable law; or (b) any
rights that cannot be waived as a matter of law. In addition, I understand that nothing in this Release prevents me from filing,
cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor,
or any other government agency, except that I hereby waive my right to any monetary benefits in connection with any such claim,
charge or proceeding. I hereby represent and warrant that, other than the claims identified in this paragraph, I am not aware of
any claims I have or might have that are not included in the Released Claims.


 




    	1.



    	 



    

 


For Employees Age 40 or Older


Individual Termination


 


I
acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA, and that the consideration
given under the Plan for the waiver and release in this paragraph is in addition to anything of value to which I was already entitled.
I further acknowledge that I have been advised by this writing, as required by the ADEA, that:
(a) my waiver and release do not apply to any rights or claims that may arise after the
date I sign this Release; (b) I
should consult with an attorney prior to signing this Release (although I may choose voluntarily not do so);
(c) I have twenty-one (21) days to consider this Release (although I may choose voluntarily
to sign this Release earlier); (d) I
have seven (7) days following the date I sign this Release to revoke the Release by providing written notice to an officer of the
Company; and (e) this Release
shall not be effective until the date upon which the revocation period has expired, which shall be the eighth day after I sign
this Release provided I have not revoked it.


 


I hereby represent
that I have been paid all compensation owed and for all hours worked; I have received all the leave and leave benefits and protections
for which I am eligible pursuant to the Family and Medical Leave Act or otherwise; and I have not suffered any on-the-job injury
for which I have not already filed a workers’ compensation claim.


 


I acknowledge that
to become effective, I must sign and return this Release to the Company so that it is received not later than twenty-one (21) days
following the date it is provided to me or such other date as specified by the Company.


 


	 	Eligible Officer
	 	 	 
	 	Printed Name:   	 
	 	 	 
	 	Signature:	 
	 	 	 
	 	Date:	 


 


 




    	2.



    	 



    

 


For Employees Age 40 or Older


Group Termination


 


Exhibit
B


 


RELEASE AGREEMENT


 


I
understand and agree completely to the terms set forth in the Chimerix, Inc. Officer Change in Control Severance
Benefit Plan (the “Plan”).


 


I understand that this
Release Agreement (the “Release”), together with the Plan, constitutes the complete, final and exclusive
embodiment of the entire agreement between the Company, affiliates of the Company and me with regard to the subject matter hereof.
I am not relying on any promise or representation by the Company or an affiliate of the Company that is not expressly stated therein.
Certain capitalized terms used in this Release are defined in the Plan.


 


I hereby confirm my
obligations under my proprietary information and inventions agreement with the Company and/or an affiliate of the Company.


 


In consideration of
the severance benefits and other consideration provided to me under the Plan that I am not otherwise entitled to receive, I hereby
generally and completely release the Company and its affiliates, and their parents, subsidiaries, successors, predecessors and
affiliates, and its and their current and former partners, members, directors, officers, employees, stockholders, shareholders,
agents, attorneys, predecessors, successors, insurers, affiliates and assigns, from any and all claims, liabilities and obligations,
both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time
prior to and including the date I sign this Release (collectively, the “Released Claims”). The Released Claims include,
but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company and its affiliates,
or their affiliates, or the termination of that employment; (b) all claims related to my compensation or benefits, including salary,
bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other
ownership, equity, or profits interests in the Company and its affiliates, or their affiliates; (c) all claims for breach of contract,
wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims
for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory
claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the
federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age
Discrimination in Employment Act (as amended) (“ADEA”), and the federal Employee Retirement Income Security
Act of 1974 (as amended).


 


Notwithstanding the
foregoing, I understand that the following rights or claims are not included in the Released Claims: (a) any rights or claims for
indemnification I may have pursuant to any written indemnification agreement with the Company or its affiliate to which I am a
party; the charter, bylaws, or operating agreements of the Company or its affiliate; or under applicable law; or (b) any rights
that cannot be waived as a matter of law. In addition, I understand that nothing in this Release prevents me from filing, cooperating
with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or any other
government agency, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge or proceeding.
I hereby represent and warrant that, other than the claims identified in this paragraph, I am not aware of any claims I have or
might have that are not included in the Released Claims.


 




    	1.



    	 



    

 


I acknowledge that
I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA, and that the consideration given under
the Plan for the waiver and release in this paragraph is in addition to anything of value to which I was already entitled. I further
acknowledge that I have been advised by this writing, as required by the ADEA, that: (a) my waiver and release do not apply to
any rights or claims that may arise after the date I sign this Release; (b) I should consult with an attorney prior to signing
this Release (although I may choose voluntarily not to do so); (c) I have forty-five (45) days to consider this Release (although
I may choose voluntarily to sign this Release earlier); (d) I have seven (7) days following the date I sign this Release to revoke
the Release by providing written notice to an office of the Company; (e) this Release shall not be effective until the date upon
which the revocation period has expired, which shall be the eighth day after I sign this Release provided I have not revoked it;
and (f) I have received with this Release all of the information required by the ADEA, including without limitation a detailed
list of the job titles and ages of all employees who were terminated in this group termination and the ages of all employees of
the Company in the same job classification or organizational unit who were not terminated.


 


I hereby represent
that I have been paid all compensation owed and for all hours worked; I have received all the leave and leave benefits and protections
for which I am eligible pursuant to the Family and Medical Leave Act or otherwise; and I have not suffered any on-the-job injury
for which I have not already filed a workers’ compensation claim.


 


I acknowledge that
to become effective, I must sign and return this Release to the Company so that it is received not later than forty-five (45) days
following the date it is provided to me or such other date as specified by the Company.         


 


	 	Eligible Officer
	 	 	 
	 	Printed Name:   	 
	 	 	 
	 	Signature:	 
	 	 	 
	 	Date:	 


 




    	2.



    	 



    

 


Exhibit
C


 


RELEASE AGREEMENT


 


I understand and
agree completely to the terms set forth in the Chimerix, Inc. Officer Change in Control Severance Benefit Plan (the “Plan”).


 


I understand that this
Release Agreement (the “Release”), together with the Plan, constitutes the complete, final and exclusive
embodiment of the entire agreement between the Company, affiliates of the Company and me with regard to the subject matter hereof.
I am not relying on any promise or representation by the Company or an affiliate of the Company that is not expressly stated
therein. Certain capitalized terms used in this Release are defined in the Plan.


 


I hereby confirm my
obligations under my proprietary information and inventions agreement with the Company and/or an affiliate of the Company.


 


In consideration of
the severance benefits and other consideration provided to me under the Plan that I am not otherwise entitled to receive, I hereby
generally and completely release the Company and its affiliates, and their parents, subsidiaries, successors, predecessors and
affiliates, and its and their current and former partners, members, directors, officers, employees, stockholders, shareholders,
agents, attorneys, predecessors, successors, insurers, affiliates and assigns, from any and all claims, liabilities and obligations,
both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time
prior to and including the date I sign this Release (collectively, the “Released Claims”). The Released Claims include,
but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company and its affiliates,
or their affiliates, or the termination of that employment; (b) all claims related to my compensation or benefits, including
salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any
other ownership, equity, or profits interests in the Company and its affiliates, or their affiliates; (c) all claims for breach
of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims,
including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state,
and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims
arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended),
and the federal Employee Retirement Income Security Act of 1974 (as amended).


 


Notwithstanding the
foregoing, I understand that the following rights or claims are not included in the Released Claims: (a) any rights or claims
for indemnification I may have pursuant to any written indemnification agreement with the Company or its affiliate to which I am
a party; the charter, bylaws, or operating agreements of the Company or its affiliate; or under applicable law; or (b) any
rights that cannot be waived as a matter of law. In addition, I understand that nothing in this Release prevents me from filing,
cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor
or any other government agency, except that I hereby waive my right to any monetary benefits in connection with any such claim,
charge or proceeding. I hereby represent and warrant that, other than the claims identified in this paragraph, I am not aware of
any claims I have or might have that are not included in the Released Claims.


 




    	1.



    	 



    

 


I hereby represent
that I have been paid all compensation owed and for all hours worked; I have received all the leave and leave benefits and protections
for which I am eligible pursuant to the Family and Medical Leave Act or otherwise; and I have not suffered any on-the-job injury
for which I have not already filed a workers’ compensation claim.


 


I acknowledge that
to become effective, I must sign and return this Release to the Company so that it is received not later than fourteen (14) days
following the date it is provided to me or such other date as specified by the Company.


 


	 	Eligible Officer
	 	 	 
	 	Printed Name:   	 
	 	 	 
	 	Signature:	 
	 	 	 
	 	Date:	 


 








    	2.