Exhibit 10.10





 


CONSULTING AGREEMENT


 


This
Consulting Agreement (the “Agreement”) is made as of January 1, 2013 (the “Effective
Date”), by and between Chimerix, Inc., a Delaware
corporation (the “Company”), and EPD Pharma Solutions, LLC, (the “Consultant”).


 


The Company desires
to benefit from Consultant’s expertise by retaining Consultant as a consultant, and Consultant wishes to perform consulting services
for the Company, as provided below. In consideration of the mutual covenants set forth below, the parties hereby agree as follows:


 


1.           Consulting
Services. The Company hereby engages Consultant, and Consultant hereby agrees, to provide consulting services to the Company
as described in Exhibit A hereto (the "Services") during the term of this Agreement,
as requested by the Company. Consultant agrees to exercise the highest degree of professionalism and to utilize Consultant’s expertise
and creative talents in performing the Services.


 


2.           Compensation.
As full and complete compensation for performing the Services, the Company shall pay Consultant the compensation specified
in Exhibit A hereto. Company shall reimburse Consultant, in accordance with Company’s reimbursement policy, for any reasonable
expenses incurred in connection with the performance of Services under this Agreement, provided Consultant obtains Company’s prior
written approval thereof and submits verification of such expenses as Company may reasonably require.


 


3.           Independent
Contractor. Consultant’s relationship with Company is that of an independent contractor and nothing in this  Agreement
should be construed to create a partnership, joint venture, or employer-employee relationship. Consultant is not the agent of
Company and is not authorized to make any representation, contract, or commitment on behalf of Company. Consultant will not
be entitled to any of the benefits that Company may make available to its employees, such as group insurance, profit-sharing,
or retirement benefits. Consultant shall be solely responsible for all tax returns and payments required to be filed with or
made to any federal, state, or local tax authority with respect to Consultant’s performance of services and receipt of fees
under this Agreement. The Company will report amounts paid to Consultant by filing Form 1099-MISC with the Internal Revenue
Service as required by law. Because Consultant is an independent contractor, the Company will not withhold or make payments
for social security, make unemployment insurance or disability insurance contributions, or obtain worker’s compensation
insurance on Consultant’s behalf. Consultant agrees to accept exclusive liability for complying with all applicable state and
federal laws governing self-employed individuals, including obligations such as payment of taxes, social security,
disability, and other contributions based on fees paid to Consultant, his agents, or employees under this Agreement.
Consultant hereby agrees to indemnify and defend the Company against any and all such taxes or contributions, including
penalties and interest.


 






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4.           Confidentiality.


 


(a)          Confidential Information. The term “Confidential Information” shall mean any and all trade
secrets, confidential knowledge, know-how, data or other proprietary information or materials, in whatever form, tangible or
intangible, pertaining in any manner to the Company’s business. By way of illustration but not limitation, Confidential
Information may include inventions, ideas, discoveries, developments, designs, tecliniques, tangible and intangible
information, chemical compounds, building blocks, chemical libraries, reaction protocols for chemical libraries, chemical
structures, chemical design and model relationship data, chemical databases, assays, samples, media and other biological
materials, procedures and formulations for producing any such materials, products, processes, drawings, improvements,
formulas, equations, methods, developmental or experimental work, research or clinical data, instruments, devices, computer
software and hardware, and information regarding research, development, current and proposed products and services, marketing
and selling, business plans, business methods, budgets, finances, licensing, collaboration and development arrangements,
prices and costs, buying habits and practices, contact and mailing lists and databases, vendors, customers and clients, and
potential business opportunities.


 


(b)           Exceptions.
Information to which Consultant receives access pursuant to this Agreement will not be considered to be Confidential Information
to the extent that Consultant can demonstrate by competent written evidence that such information: (i) is or becomes publicly known
other than as a result of any breach of this Agreement by Consultant; (ii) is disclosed to Consultant on a non-confidential basis
by a third party who rightfully possesses the information; or (iii) was known to Consultant prior to its first receipt from the
Company (whether such first receipt occurred before or during the term of this Agreement), except in the case of the Company Inventions,
which shall not be subject to the exception in this clause (iii).


 


(c)           Non-Disclosure
and Non-Use. At all times during the term of Consultant’s association with the Company and thereafter, Consultant shall hold
the Confidential Information in trust and confidence and shall not disclose or use any Confidential Information, except to the
extent such disclosure or use is required in direct connection with Consultant’s performance of requested Services for the Company
or is expressly authorized in writing by the Company.


 


(d)           Third
Party Information. Consultant acknowledges that the Company has received and in the future will receive from third parties
confidential or proprietary information (“Third Party Information”) subject to a duty on the
Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the
term of Consultant’s association and thereafter, Consultant shall hold Third Patty Information in the strictest confidence and
shall not disclose or use Third Party Information, except the extent such disclosure or use is required in direct connection with
Consultant’s performance of requested Services for the Company or is expressly authorized in writing by the Company.


 


5.           Intellectual Property Rights.


 


(a)           Ownership
of Company Inventions. Consultant agrees that any and all ideas, inventions, discoveries, improvements, know-how and techniques
that the Consultant conceives, reduces to practice or develops during the term of the Agreement, alone or in conjunction with
others, during the performance of, or as a direct result of performing, the Services for the Company under this Agreement, including,
without limitation, any and all intellectual property rights therein (collectively, “Company Inventions”),
shall be the sole and exclusive property of the Company. Consultant hereby irrevocably assigns to the Company all right,
title and interest in and to all Company Inventions and agrees to execute, verity, and deliver assignments of Company Inventions
to the Company or its designee promptly upon request. In addition, Consultant hereby designates the Company as his or her agent
for, and grants to the Company a power of attorney with full power of substitution, which power of attorney shall be deemed coupled
with an interest, solely for the purpose of effecting the assignment of Company Inventions from the Consultant to the Company.


  



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(b)           Company
Inventions Not Capable of Assignment. If Consultant has any rights to Company Inventions that cannot, under applicable law,
be assigned to the Company, Consultant unconditionally and irrevocably waives the enforcement of such rights and all claims and
causes of action of any kind against the Company with respect to such rights. Consultant agrees, at the Company’s request and expense,
to consent to and join in any action to enforce such rights. If Consultant has any right to Company Inventions that can neither
be assigned to the Company nor waived by Consultant, Consultant unconditionally and irrevocably grants to the Company during the
term of such rights, an exclusive, irrevocable, perpetual, worldwide, fully-paid and royalty-free license, with rights to sublicense
through multiple levels of sublicensees, to develop, make, have made, use, sell, have sold, offer for sale, import, reproduce,
create derivative works of, distribute, publicly perform, and publicly display by all means now known or later developed, Company
Inventions.


 


(c)           Cooperation
and Assistance. Consultant agrees to cooperate with the Company and its designee(s), both during and after the term of this
Agreement, in the procurement and maintenance of the Company’s rights in Company Inventions, and to execute, when requested, any
other documents deemed necessary by the Company to carry out the purpose of this Section 5. Consultant shall assist the Company
in every proper way to obtain, prosecute, maintain and enforce United States and foreign patent rights, copyrights and other intellectual
property rights or protections claiming, covering or relating to Company Inventions in any and all countries. To that end, Consultant
shall execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company
may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such rights and the
assignment thereof. Consultant’s obligations under this Section 5(c) shall continue beyond the expiration or termination of this
Agreement, but after expiration or termination of this Agreement, the Company shall compensate Consultant at a reasonable rate
for the time actually spent by Consultant at the Company’s request on such assistance.


 


6.           No
Conflicts. During the term of this Agreement, Consultant shall not, without the prior written consent of the Company, engage
in any commercial business activity that competes with the Company’s business or enter into any consulting or advisory relationship
with any third party commercial entity that is engaged in any business activity that competes with the Company’s business. If
any restriction set forth above in this Section 6 is found by any court of competent jurisdiction to be unenforceable because
it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be
interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.


 






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7.          Representations
and Warranties. Consultant represents and warrants to the Company that Consultant’s performance of the Services and of its
obligations under this Agreement do not and will not breach or conflict with any agreement between Consultant and any third party
(including, without limitation, Institution).


 


8.          No
Improper Use of Materials. Consultant agrees not to bring to the Company or to use in the performance of Services for the
Company any materials or documents of a present or former employer of Consultant, or any materials or documents obtained by Consultant
from a third party under an obligation of confidentiality, unless such materials or documents are generally available to the public
or Consultant has written authorization from such present or former employer or third party for the possession and unrestricted
use of such materials. Consultant understands that Consultant is not to breach any obligation of confidentiality that Consultant
has to present or former employers or clients, and agrees to fulfill all such obligations during the term of this Agreement.


 


9.          Term;
Termination. The term of this Agreement, and Consultant’s Services hereunder, shall commence on the Effective Date and, unless
earlier terminated as provided below, shall expire 1 year after the Effective Date. The Company may terminate this Agreement in
its sole discretion: (a) upon 15 days prior written notice to Consultant; or (b) immediately upon written notice to Consultant
upon Consultant’s material breach of Section 4, Section 6 and/or Section 10. Consultant may terminate the Agreement at any time
upon 30 days’ prior written notice to the Company. Upon expiration or any termination of this Agreement, or earlier as requested
by the Company, Consultant shall deliver to the Company any and all drawings, notes, memoranda, specifications, devices, formulas,
and documents, together with all copies thereof, and any other material containing or disclosing any Company Inventions, Third
Party Information, or Confidential Information of the Company. Consultant further agrees that any property situated on the Company’s
premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to
inspection by Company personnel at any time with or without notice. The provisions of Sections 4, 5, 9, 10 and 11 shall survive
expiration or termination of this Agreement.


 


10.          Non-interference
with Business. During the term of this Agreement and for a period of two (2) years thereafter, Consultant agrees not to solicit
or induce any employee or independent contractor of the Company to terminate or breach an employment, contractual, or other relationship
with the Company.


 


11.          General
Provisions.


 


(a)           Governing
Law. This Agreement will be governed and construed in accordance with the laws of the State of North Carolina, without regard
to its conflicts of laws principles.


 


(b)           Severability. In
case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the other provisions of
this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been
contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to
be excessively broad as to duration, geographical scope, activity, or subject, it shall be construed by limiting and reducing
it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.


 






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(c)           No
Assignment. Consultant may not assign or delegate Consultant’s obligations under this Agreement either in whole or in part
without the prior written consent of the Company. Any attempted assignment or delegation by Consultant without the Company’s prior
written consent shall be void and of no effect.


 


(d)           Injunctive
Relief. Consultant hereby acknowledges and agrees that in the event of any breach of this Agreement by Consultant, including,
without limitation, the actual or threatened disclosure or unauthorized use of Confidential Information without the prior express
written consent of the Company, the Company would suffer an irreparable injury such that no remedy at law would adequately protect
or appropriately compensate the Company for such injury. Accordingly, Consultant agrees that the Company shall have the right to
enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and
without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement.


 


(e)           Notices.
All notices, requests, and other communications under this Agreement must be in writing and must be mailed by registered or
certified mail, postage prepaid and return receipt requested, sent by overnight courier or delivered by hand to the party to whom
such notice is required or permitted to be given. If mailed, any such notice will be considered to have been given five (5) business
days after it was mailed, as evidenced by the postmark. If sent by overnight courier or delivered by hand, any such notice will
be considered to have been given when received by the party to whom notice is given, as evidenced by written and dated receipt
of such party. The mailing address for notice to either party will be the address shown on the signature page of this Agreement.
Either party may change its mailing address by notice as provided by this section.


 


(f)           Legal
Fees. If any dispute arises between the parties with respect to the matters covered by this Agreement which leads to a proceeding
to resolve such dispute, the prevailing party in such proceeding shall be entitled to receive its reasonable attorneys’ fees, expert
witness fees, and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.


 


(g)           Export.
Consultant agrees not to export, directly or indirectly, any U.S. source technical data acquired from the Company or any products
utilizing such data to countries outside the United States, which export may be in violation of the United States export laws or
regulations.


 


(h)           Waiver. No
waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by the
Company of any right under this Agreement shall be construed as a waiver of any other right. The Company shall not be required
to give notice to enforce strict adherence to all terms of this Agreement.


 






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(i)           
Entire Agreement. This Agreement is the final, complete, and exclusive agreement of the parties with respect to the
subject matter hereof. This Agreement supersedes all prior discussions between the parties. No modification of or amendment
to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the
party to be charged. The terms of this Agreement will govern all Services undertaken by Consultant for the Company.


 


(j)           Headings.
The headings preceding the text of the sections of this Agreement are inserted solely for convenience and ease of reference
only and shall not constitute any part of this Agreement, or have any effect on its interpretation or construction.


 


(k)           Counterparts.
This Agreement may be executed in one or more counterparts each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 






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In
Witness Whereof, the parties have, by duly authorized persons, executed this Agreement as of the Effective Date.


  


	CHIMERIX, INC.



	 	EPD
    PHARMA
    SOLUTIONS, LLC
	 	 	 	 	 
	By:	/s/ Timothy W. Trost	 	By:	/s/ J. Michael
    Grindel, Ph.D.
	 	 	 	 	 
	Name: 	Timothy W. Trost	 	Name: 	J. Michael Grindel, Ph.D.
	 	 	 	 	 
	Title: 	SVP & CFO	 	Title: 	President
	 	 	 	 	 
	Address:	 	Address:
	 	 	 
	2505 Meridian Parkway, Suite 340 	 	2070 Lake Ridge Drive 
	Durham, NC 27713 	 	The Villages, FL 32162 
	USA 	 	USA 
	Attention: Contract Coordinator 	 	Phone: 678-778-4646 
	Email: atoler@chimerix.com	 	Email: mgrindel@epdps.com 


 









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Exhibit
A


 


Services and Compensation 


 


Consultant shall provide one or more of the following services, as requested by the
Company:


 


	-	Provide consultation and expertise regarding:



o  CMC development


o  Non-clinical development


o  Program management


 


Compensation:


 


	-	Chimerix shall pay consultant three hundred dollars ($300.00) per hour up to twenty four hundred dollars ($2,400.00) per day.
	 	 
	-	The total amount due under this Amendment shall not exceed One hundred Thousand dollars ($100,000.00) without the prior written agreement of the parties.
	 	 
	-	Chimerix shall pay consultant’s travel time at half the billable rate.
	-	At the end of each month during the term of this Agreement Consultant agrees to send Chimerix an invoice setting forth the work performed under this Agreement for such month. Within thirty (30 days) of receipt, Chimerix shall pay consulting fees due for such month.
	-	Invoices should be emailed to: accountspayable@chimerix.com 
	 	OR Invoices may be mailed in duplicate to: 
	 	Attn: Accounts Payable 
	 	Chimerix, Inc.
	 	2505 Meridian Pkwy, Suite 340 
	 	Durham, NC 27713