Exhibit
10.18 


 


LOAN AND SECURITY AGREEMENT


 


This LOAN AND SECURITY
AGREEMENT (this “Agreement”) dated as of January 27, 2012 (the “Effective Date”) by and
among (a) MIDCAP FINANCIAL SBIC, LP, a Delaware limited partnership (“MidCap”), as administrative agent
(the “Agent”), (b) the Lenders listed on Schedule 1 hereto and otherwise party hereto from time to time, including,
without limitation, MidCap and SILICON VALLEY BANK, a California Corporation (“SVB”), each a “Lender”,
and collectively the “Lenders”, and (c) CHIMERIX, INC., a Delaware corporation (“Borrower”),
provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:


 


1.
            ACCOUNTING AND OTHER TERMS 


 


Accounting terms not
defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP (other
than non-compliance with FAS 123R in monthly reporting). Capitalized terms not otherwise defined in this Agreement shall have the
meanings set forth in Section 14. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning
provided by the Code to the extent such terms are defined therein.


 


2.             LOAN
AND TERMS OF PAYMENT


 


2.1           Promise
to Pay. Borrower hereby unconditionally promises to pay Lenders the outstanding principal amount of all Credit Extensions and
accrued and unpaid interest thereon as and when due in accordance with this Agreement.


 


2.2           Term
Loans.


 


(a)          Availability.
Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, to make one or more term loans
to Borrower in an aggregate amount up to Fifteen Million Dollars ($15,000,000.00) according to each Lender’s Term Loan Commitment
as set forth on Schedule 1 hereto (such term loans are hereinafter referred to singly as a “Term Loan”,
and collectively as the “Term Loans”). After repayment, no Term Loan may be re-borrowed. The Term Loans shall
be available in two tranches. The first tranche (“Tranche One”) shall be in an amount equal to Three Million
Dollars ($3,000,000.00) (the Terms Loans made severally by each Lender in respect of Tranche One, collectively, the “Tranche
One Term Loan Advance”) and shall be advanced on the Effective Date. The second tranche (“Tranche Two”)
shall be in an amount equal to Twelve Million Dollars ($12,000,000.00) and shall be available to be advanced in no more than three
(3) advances (each of the Term Loans made severally by each Lender in respect of each advance under Tranche Two, collectively,
a “Tranche Two Term Loan Advance” and, all such Term Loans and all such Tranche Two Term Loan Advances, collectively,
the “Tranche Two Term Loan Advances”) during the Tranche Two Draw Period. In addition to and without limiting
the foregoing, no single Tranche Two Term Loan Advance shall be in an amount of less than One Million Dollars ($1,000,000.00).
The Tranche One Term Loan Advance and any and all Tranche Two Term Loan Advances are referred to herein collectively as the “Term
Loan Advances” (and each individually as a “Term Loan Advance”).


 


(b)          Interest
Payments and Repayment. Commencing on the first (1st) Payment Date following the Funding Date of each Term Loan Advance, respectively,
and continuing on the Payment Date of each successive month thereafter, through and including the Maturity Date with respect to
such Term Loan Advance, Borrower shall make monthly payments of interest to each Lender of all interest accrued and owing to such
Lender in respect of such Lender’s Term Loan under such Term Loan Advance, in arrears, and calculated with respect to each
Lender and the Term Loans owing to such Lender as set forth in Section 2.3. Commencing on the Amortization Date of each Term Loan
Advance, and continuing on the Payment Date of each successive month thereafter through and including the Maturity Date of such
Term Loan Advance, Borrower shall make consecutive monthly payments of principal for such Term Loan to each Lender in respect of
such Lender’s Term Loan under such Term Loan Advance, with the amount of each principal payment being calculated as of the
first such Payment Date as follows: (a) (i) the aggregate outstanding principal amount of such Term Loan owing to such Lender,
and divided by (ii) the number of payments in a straight-line amortization schedule for such Term Loan beginning on the Amortization
Date of such Term Loan and ending on the Maturity Date of such Term Loan. All unpaid principal and accrued interest (calculated
with respect to each Lender and the Term Loans owing to such Lender as set forth in Section 2.3) with respect to each Term Loan
is due and payable in full on its Maturity Date. The Term Loans may be prepaid only in accordance with Sections 2.2(c) and 2.2(d).


 




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(c)          Mandatory
Prepayments. If the Term Loans are accelerated following the occurrence and during the continuance of an Event of Default,
Borrower shall immediately pay to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of:
(i) all outstanding principal of the Term Loans and all other Obligations owed by Borrower to such Lender, and all accrued and
unpaid interest thereon (calculated with respect to each Lender and the Term Loans owing to such Lender as set forth in Section
2.3), plus (ii) the Final Payment with respect to the Term Loans owing to such Lender, plus (iii) the Prepayment Premium with respect
to the Term Loans owing to such Lender, plus (iv) all other sums and Obligations owing to such Lender that shall have become due
and payable, including Lenders’ Expenses.


 


(d)          Permitted
Prepayment of Loans. Borrower shall have the option to prepay all or a portion of the Term Loans advanced by the Lenders under
this Agreement; provided, however, that Borrower (i) provides written notice to Agent of its election to prepay the Term Loans
or a portion thereof at least five (5) Business Days prior to such prepayment, and (ii) (x) in the case of prepayment of the aggregate
outstanding principal amount of any or all Term Loans, pays each Lender, on the date of such prepayment, an amount equal to the
sum of: (A) all outstanding principal of such Term Loans and all other Obligations owed by Borrower to such Lender, and all accrued
and unpaid interest thereon (calculated with respect to each Lender and the Term Loans owing to such Lender as set forth in Section
2.3), plus (B) the Final Payment with respect to the Term Loans owing to such Lender, plus (C) the Prepayment Premium with respect
to the Term Loans owing to such Lender, plus (D) all other sums that shall have become due and payable to such Lender, including
Lenders’ Expenses, and (y) in the case of prepayment of a portion of any Term Loan, pays to each Lender, on the date of such
prepayment, an amount equal to the sum of: (A) the outstanding principal of such Term Loan prepaid to such Lender, and all accrued
and unpaid interest thereon, plus (B) the Partial Final Payment with respect to the amount of such Term Loan prepaid, plus (C)
the Prepayment Premium with respect to the amount of such Term Loan prepaid, plus (D) all other sums that shall have become due
and payable to such Lender, including Lenders’ Expenses.


 


2.3           Payment
of Interest on the Credit Extensions.


 


(a)          Interest
Rate. Subject to Section 2.3(b), (i) the aggregate outstanding principal amount of each Term Loan made by MidCap to Borrower
shall accrue interest at a fixed per annum rate equal to eight and nine-tenths of one percent (8.90%), and (ii) the aggregate outstanding
principal amount of each Term Loan made by SVB to Borrower shall accrue interest at a fixed per annum rate equal to seven and fifteen
hundredths of one percent (7.15%).


 


(b)          Default
Rate. Immediately upon the occurrence and during the continuance of an Event of Default, the outstanding principal amount of
the respective Term Loans made by each Lender shall bear interest at a rate per annum which is five percentage points (5.0%) above
the rate that is otherwise applicable thereto (the “Default Rate”), unless Agent and Lenders otherwise elect
from time to time in the sole discretion of each to impose a smaller increase. Fees, expenses and all other Obligations (including,
without limitation, Lenders’ Expenses) which are required to be paid by Borrower to Agent or the Lenders pursuant to the
Loan Documents but are not paid when due (if a due date is specified under the Loan Documents with respect to such Obligations)
or otherwise within ten (10) days after the date of any invoice provided by Agent or Lenders to the Borrower therefor, shall bear
interest until paid at a rate equal to 13.25%. Payment or acceptance of the increased interest rate provided in this Section 2.3(b)
is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice
or limit any rights or remedies of Agent or Lenders.


 


(c)          Computation;
360-Day Year. In computing interest, the date of the making of any Credit Extension shall be included and the date of payment
shall be excluded; provided, however, that if any Credit Extension is repaid on the same day on which it is made, such day shall
be included in computing interest on such Credit Extension. Interest shall be computed on the basis of a 360-day year for the actual
number of days elapsed.


 




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(d)          Debit
of Accounts. Agent and any Lender may debit the Designated Deposit Account (i) for principal and interest payments when due,
or (ii) upon notice to Borrower for any other amounts Borrower owes Agent or any Lender when due. These debits shall not constitute
a set-off.


 


(e)          Interest
Payment Date. Unless otherwise provided, interest is payable monthly on the Payment Date.


 


2.4           Fees.
Borrower shall pay to each Lender:


 


(a)          Closing
Fee. Its Commitment Percentage of a non-refundable closing fee of (i) on the Effective Date, Fifteen Thousand Dollars ($15,000.00),
and (ii) on the Funding Date of each Tranche Two Term Loan Advance, an amount equal to one-half of one percent (0.50%) of the original
principal amount of such Tranche Two Term Loan Advance;


 


(b)          Final
Payment. The Final Payment with respect to its Term Loans, when due hereunder;


 


(c)          Partial
Final Payment. Any Partial Final Payment with respect to its Term Loans, when due hereunder;


 


(d)          Prepayment
Premium. The Prepayment Premium with respect to its Term Loans, when due hereunder;


 


(e)          Unused
Commitment Fee. Upon the earlier to occur of: (i) December 31, 2012, and (ii) the Funding Date of the third (3rd) Tranche Two
Term Loan Advance, its Commitment Percentage of an unused commitment fee in an amount equal to (x) one percent (1.0%) multiplied
by (y) Twelve Million Dollars ($12,000,000.00), minus the aggregate original principal amount of the Tranche Two Term
Loan Advances (if any); and


 


(f)          Lenders’
Expenses. All Lenders’ Expenses (including reasonable attorneys’ fees and expenses, for documentation and negotiation
of this Agreement) incurred by such Lender, including any such Lenders’ Expenses incurred by such Lender in its capacity
as agent, through and after the Effective Date, when due.


 


2.5           Payments.
All payments (including prepayments) to be made by Borrower under any Loan Document shall be made in immediately available funds
in Dollars, without setoff or counterclaim, before 12:00 noon Eastern time on the date when due. Payments of principal and/or interest
received after 12:00 noon Eastern time are considered received at the opening of business on the next Business Day. When a payment
is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as
applicable, shall continue to accrue until paid.


 


2.6           Secured
Promissory Notes. Each Term Loan made by each Lender in connection with any Term Loan Advance shall be evidenced by a Secured
Promissory Note in favor of each Lender for its Commitment Percentage of such Term Loan Advance in the form attached as Exhibit
D hereto (each a “Secured Promissory Note”), and shall be repayable as set forth herein. Borrower irrevocably
authorizes each Lender to make or cause to be made, on or about the Funding Date of any Term Loan or at the time of receipt of
any payment of principal on such Lender’s Secured Promissory Note, an appropriate notation on such Lender’s Secured
Promissory Note Record reflecting the making of such Term Loan or (as the case may be) the receipt of such payment. The failure
to record, or any error in so recording, any such amount on such Lender’s Secured Promissory Note Record shall not limit
or otherwise affect the obligations of Borrower hereunder or under any Secured Promissory Note to make payments of principal of
or interest on any Secured Promissory Note when due. Upon receipt of an affidavit of an officer of a Lender as to the loss, theft,
destruction, or mutilation of its Secured Promissory Note, Borrower shall issue, in lieu thereof, a replacement Secured Promissory
Note in the same principal amount thereof and of like tenor.



 


2.7           SBIC
Acknowledgement. Borrower acknowledges that Agent is a Federal licensee under the Small Business Investment Act of 1958, as
amended.
 

 



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3.            CONDITIONS
OF LOANS


 


3.1          Conditions
Precedent to Initial Credit Extension. Lenders’ obligation to make the initial Credit Extension is subject to the condition
precedent that Agent shall have received, in form and substance satisfactory to Agent and Lenders, such documents, and completion
of such other matters, as Agent may reasonably deem necessary or appropriate, including, without limitation:


 


(a)          duly
executed original signatures to the Loan Documents;


 


(b)          duly
executed original signatures to the Control Agreement(s);


 


(c)          Borrower’s
Operating Documents and a long form good standing certificate of Borrower certified by the Secretary of State of the State of Delaware
as of a date no earlier than thirty (30) days prior to the Effective Date;


 


(d)          certificates
of foreign qualification for Borrower (as appropriate), certified by the applicable Secretary of State as of a date no earlier
than thirty (30) days prior to the Effective Date;


 


(e)          Secretary’s
Certificate with completed Borrowing Resolutions for Borrower and certifying Borrower’s Operating Documents as of the Effective
Date;


 


(f)          certified
copies, dated as of a recent date, of financing statement searches and other lien, judgment and/or litigations with such jurisdictions
and/or courts, as Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens
indicated in any such searches either constitute Permitted Liens or have been or, in connection with the initial Credit Extension,
will be terminated or released;


 


(g)          duly
executed original signatures to a payoff letter from SVB;


 


(h)          evidence
that (i) the Liens securing Indebtedness owed by Borrower to SVB (other than Indebtedness hereunder and Bank Services permitted
under clause (b) of the definition of “Permitted Indebtedness”) will be terminated and (ii) the documents and/or filings
evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have
or will, concurrently with the initial Credit Extension, be terminated.


 


(i)           a
landlord’s consent executed by the applicable landlord in favor of Agent, for the ratable benefit of the Lenders, for each
of Borrower’s leased locations, together with the duly executed original signatures thereto;


 


(j)           a
copy of Borrower’s Investor Rights Agreement, as currently amended and in effect;


 


(k)          completed
SBA Forms 480, 652 and 1031 by Borrower;


 


(l)           evidence
satisfactory to Agent that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect,
together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Agent;
and


 


(m)          payment
of the fees and Lenders’ Expenses then due as specified in Section 2.3 hereof.


 


3.2           Conditions
Precedent to all Credit Extensions. Lenders’ obligations to make each Credit Extension, including the initial Credit
Extension, are subject to the following conditions precedent:


 


(a)          timely
receipt of an executed Payment/Advance Form;


 




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(b)          the
representations and warranties in this Agreement and in any other Loan Documents delivered in connection herewith, specifically
including the Perfection Certificate (as such Perfection Certificate may be updated from time to time in accordance herewith) shall
be true, accurate, and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each
Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties
that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and
warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date.
Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this
Agreement and in any other Loan Documents delivered in connection herewith, specifically including the Perfection Certificate (as
such Perfection Certificate may be updated from time to time in accordance herewith) remain true, accurate, and complete in all
material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties
that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and
warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date;


 


(c)          no
Event of Default shall have occurred and be continuing or result from the Credit Extension; and


 


(d)          in
each Lender’s sole discretion, there has not been any material impairment in the general affairs, management, results of
operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from
the most recent business plan of Borrower presented to and accepted by Agent and Lenders.


 


3.3           Covenant
to Deliver. Borrower agrees to deliver to Agent each item required to be delivered to Agent under this Agreement as a condition
precedent to any Credit Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by Agent of any
such item shall not constitute a waiver by Agent or Lenders of Borrower’s obligation to deliver such item, and the making
of any Credit Extension in the absence of a required item shall be in each Lender’s sole discretion.


 


3.4           Procedures
for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making a Term Loan, Borrower shall
notify Agent and Lenders (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 p.m. Eastern
time fifteen (15) Business Days prior to the Funding Date of such Term Loan. Together with any such electronic or facsimile notification,
Borrower shall deliver to Agent and Lenders by electronic mail or facsimile a completed Payment/Advance Form executed by a Responsible
Officer or his or her designee. Agent and Lenders may rely on any telephone notice given by a person whom Agent or Lenders believe
is a Responsible Officer or designee. Each Lender shall credit its portion of such Term Loan to the Designated Deposit Account.


 


4.             CREATION
OF SECURITY INTEREST.


 


4.1           Grant
of Security Interest. Borrower hereby grants to Agent, for the benefit of Agent and the ratable benefit of Lenders, to secure
the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Agent, for the
benefit of Agent and the ratable benefit of Lenders, the Collateral, wherever located, whether now owned or hereafter acquired
or arising, and all proceeds and products thereof.


 


4.2           Priority
of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at
all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that may
have superior priority to Agent’s Lien under this Agreement). If Borrower shall acquire a commercial tort claim, Borrower
shall promptly notify Agent in a writing signed by Borrower of the general details thereof and grant to Agent, for the benefit
of Agent and the ratable benefit of Lenders, in such writing a security interest therein and in the proceeds thereof, all upon
the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Agent. If this Agreement
is terminated, Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations)
are satisfied, and at such time as Agent’s and Lenders’ obligation to make Credit Extensions under this Agreement has
terminated, Agent shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights
therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), are satisfied in
full, and (b) this Agreement is terminated, Agent shall terminate the security interest granted herein.


 




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4.3           Authorization
to File Financing Statements. Borrower hereby authorizes Agent to file financing statements, without notice to Borrower, with
all appropriate jurisdictions to perfect or protect Agent’s Liens granted hereunder and under any other Loan Documents, including
a notice that any disposition of the Collateral, by either Borrower or any other Person, shall be deemed to violate the rights
of Agent and Lenders under the Code.


 


5.             REPRESENTATIONS
AND WARRANTIES 


 


Borrower represents
and warrants as follows:


 


5.1           Due
Organization, Authorization; Power and Authority. Borrower and each of its Subsidiaries, if any, are duly existing and in good
standing as Registered Organizations in their respective jurisdictions of formation and are qualified and licensed to do business
and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that
they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s
business. In connection with this Agreement, Borrower has delivered to Agent and Lenders a completed certificate signed by Borrower
entitled “Perfection Certificate” in form and substance acceptable to Agent and Lenders (the “Perfection Certificate”).
Borrower represents and warrants to Agent and each Lender that (a) Borrower’s exact legal name is that indicated on the Perfection
Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction
set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification
number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place
of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its
chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction
of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information
set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being
understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective
Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization
but later becomes one, Borrower shall promptly notify Agent of such occurrence and provide Agent with Borrower’s organizational
identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been
duly authorized, and do not (i) conflict with any of Borrower’s Operating Documents, (ii) contravene, conflict with, constitute
a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment,
injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of
their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or
Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and
are in full force and effect), or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower
is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected
to have a material adverse effect on Borrower’s business.


 


5.2           Borrower
Assets.


 


5.2.1       Collateral.
Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to grant
a Lien hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit
accounts, if any, described in the Perfection Certificate delivered to Agent and Lenders in connection herewith, or of which Borrower
has given Agent notice and taken such actions as are necessary to give Agent and Lenders a perfected security interest therein.
To Borrower’s knowledge, the Accounts are bona fide, existing obligations of the Account Debtors. No Collateral in excess
of Twenty-Five Thousand Dollars ($25,000.00) per location is in the possession of any third party bailee (such as a warehouse),
except as otherwise provided in the Perfection Certificate. None of the components of the Collateral in excess of Twenty-Five Thousand
Dollars ($25,000.00) per location shall be maintained at locations other than as provided in the Perfection Certificate or as permitted
pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects.


 




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5.2.2        Intellectual
Property. Borrower is the sole owner of the Intellectual Property which it owns or purports to own and/or has the right to
use or purports to have the right to use except for (a) non-exclusive licenses granted to its customers in the ordinary course
of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property
licensed to Borrower and noted on the Perfection Certificate. To the best knowledge of the Borrower, (i) each Patent which it owns
or purports to own and/or has the right to use or purports to have the right to use and which is material to Borrower’s business
is valid and enforceable, and (ii) no part of the Intellectual Property which Borrower owns or purports to own and/or has the right
to use or purports to have the right to use and which is material to Borrower’s business has been judged invalid or unenforceable,
in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property
violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse
effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound
by, any Restricted License.


 


5.3           Litigation.
There are no actions or proceedings pending or, to the knowledge of the Responsible Officers, threatened in writing by or against
Borrower or any of its Subsidiaries involving more than, individually or in the aggregate, Two Hundred Thousand Dollars ($200,000.00).


 


5.4           Financial
Statements; Financial Condition. All consolidated financial statements for Borrower and any of its Subsidiaries delivered to
Agent fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated
results of operations. There has not been any material deterioration in Borrower’s consolidated financial condition since
the date of the most recent financial statements submitted to Agent.


 


5.5           Solvency.
The fair salable value of Borrower’s assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities;
Borrower is not left with unreasonably small capital after the transactions in this Agreement; and Borrower is able to pay its
debts (including trade debts) as they mature.


 


5.6           Regulatory
Compliance. Borrower is not an “investment company” or a company “controlled” by an “investment
company” under the Investment Company Act of 1940, as amended. Borrower is not engaged as one of its important activities
in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Borrower has complied
in all material respects with the Federal Fair Labor Standards Act. Neither Borrower nor any of its Subsidiaries is a “holding
company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding
company” as each term is defined and used in the Public Utility Holding Company Act of 2005. Borrower has not violated any
laws, ordinances or rules, the violation of which could reasonably be expected to have a material adverse effect on its business.
None of Borrower’s or any of its Subsidiaries’ properties or assets has been used by Borrower or any Subsidiary or,
to the best of Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any
hazardous substance other than legally. Borrower and each of its Subsidiaries have obtained all consents, approvals and authorizations
of, made all declarations or filings with, and given all notices to, all Government Authorities that are necessary to continue
their respective businesses as currently conducted.


 


5.7           Subsidiaries;
Investments. Borrower does not own any stock, partnership interest or other equity securities except for Permitted Investments.


 


5.8           Tax
Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns
and reports, and Borrower and each of its Subsidiaries has timely paid all foreign, federal, state and local taxes, assessments,
deposits and contributions owed by Borrower and each of its Subsidiaries, provided that Borrower and its Subsidiaries may defer
payment of any contested taxes, provided that Borrower and/or the applicable Subsidiary (a) in good faith contests its obligation
to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Agent in writing of
the commencement of, and any material development in, the proceedings, (c) posts bonds or takes any other steps required to prevent
the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted
Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s or any of its Subsidiaries’
prior tax years which could result in additional taxes becoming due and payable by Borrower and/or any of its Subsidiaries. Borrower
and each of its Subsidiaries has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation
plans in accordance with their terms, and Borrower has not , nor has any of its Subsidiaries, withdrawn from participation in,
and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such
plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to
the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.


 




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5.9           Use
of Proceeds. Borrower shall use the proceeds of the Credit Extensions solely as working capital and to fund its general business
requirements and not for personal, family, household or agricultural purposes. A portion of the proceeds of the initial Credit
Extension shall be used on the Effective Date to repay in full the indebtedness of Borrower to SVB.


 


5.10         Full
Disclosure. No written representation, warranty or other statement of Borrower in any certificate or written statement given
to Agent or any Lender, as of the date such representation, warranty, or other statement was made, taken together with all such
written certificates and written statements given to Agent or any Lender, contains any untrue statement of a material fact or omits
to state a material fact necessary to make the statements contained in the certificates or statements not misleading (it being
recognized by Agent that the projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions
are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ
from the projected or forecasted results).


 


5.11         Definition
of “Knowledge.” For purposes of the Loan Documents, whenever a representation or warranty is made to Borrower’s
knowledge or awareness, to the “best of Borrower’s knowledge, or with a similar qualification, knowledge or awareness
means the actual knowledge, after reasonable investigation, of the Responsible Officers.


 


6.             AFFIRMATIVE
COVENANTS 


 


Borrower shall do all
of the following:


 


6.1           Government
Compliance.


 


(a)          Maintain
its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of formation and maintain
qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect
on Borrower’s business or operations. Borrower shall comply, and have each Subsidiary comply, with all laws, ordinances and
regulations to which it is subject, noncompliance with which could reasonably be expected to have a material adverse effect on
Borrower’s business.


 


(b)          Obtain
all of the Governmental Approvals necessary for the performance by Borrower of its obligations under the Loan Documents to which
it is a party and the grant of a security interest to Agent, for the ratable benefit of the Lenders, in the Collateral. Borrower
shall promptly provide copies of any such obtained Governmental Approvals to Agent.


 


6.2           Financial
Statements, Reports, Certificates. Deliver to Agent and Lenders:


 


(a)          Monthly
Financial Statements. As soon as available, but no later than thirty (30) days after the last day of each month, a company
prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified
by a Responsible Officer and in a form acceptable to Agent in its reasonable discretion (the “Monthly Financial Statements”);


 


(b)          Monthly
Compliance Certificate. Within thirty (30) days after the last day of each month and together with the Monthly Financial Statements,
a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower
was in full compliance with all of the terms and conditions of this Agreement and such other financial information as Agent shall
reasonably request;


 


(c)          Annual
Audited Financial Statements. As soon as available, but no later than one hundred fifty (150) days after the last day of each
of Borrower’s fiscal years, audited consolidated financial statements prepared under GAAP, consistently applied, together
with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent
in its reasonable discretion (the “Annual Financial Statements”);


 




    	8.



    	 



    

 


(d)          Annual
Compliance Certificate. Within one hundred fifty (150) days after the last day of each of Borrower’s fiscal years and
together with the Annual Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying
that as of the end of such fiscal year, Borrower was in full compliance with all of the terms and conditions of this Agreement
and such other financial information as Agent shall reasonably request;


 


(e)          Annual
Operating Budgets and Projections. Within thirty (30) days after the end of each fiscal year of Borrower, and as promptly as
practical after any material revisions thereto: (A) annual operating budgets (including, without limitation income statements and
other annual operating budget materials provided to the Borrower’s board of directors) for the current fiscal year of Borrower,
and (B) annual financial projections for the current fiscal year of Borrower as approved by Borrower’s Board of Directors,
together with any related business forecasts used in the preparation of such annual financial projections, all prepared in a form
satisfactory to Agent in its sole and absolute discretion, exercised in good faith;


 


(f)          Other
Statements. Within five (5) days of delivery, copies of all statements, reports and notices made generally available to Borrower's
security holders or to any holders of Subordinated Debt;


 


(g)          SEC
Filings. In the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days
of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental
Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its
shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents
are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to
have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website
on the internet at Borrower’s website address;


 


(h)          Legal
Action Notice. A prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries
that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred
Thousand Dollars ($200,000.00) or more;


 


(i)          SBA
Requirements. Within ninety (90) days after the end of each fiscal year of Borrower, and at such other times as Agent may reasonably
request to the extent related to SBA regulations, Borrower shall provide to Agent such forms and financial and other information
with respect to any business or financial condition of Borrower or any of its Subsidiaries required by the SBA, including, but
not limited to (i) forms and information with respect to Agent’s or any Lender’s reporting requirements under SBA Form
468 (attached hereto as Exhibit F) and (ii) information regarding the full-time equivalent jobs created or retained in connection
with any Lender’s investment in Borrower, the impact of the financing on Borrower’s business in terms of revenues and
profits and on taxes paid by Borrower and its employees.


 


(j)          Regulatory
Compliance. Upon request of Agent, the Borrower shall use commercially reasonable efforts to promptly (and in any event within
twenty (20) days of such request) furnish to Agent all information reasonably requested, to the extent reasonably available to
the Borrower in order for Agent or any Lender to comply with the requirements of 13 C.F.R. Section 107.620 or to prepare or file
SBA Form 468 and any other information requested or required by the SBA.


 


(k)          Other
Financial Information. Other financial information reasonably requested by Agent.


 


6.3           Inventory;
Returns. Keep all Inventory in good and marketable condition, free from material defects. Returns and allowances between Borrower
and its Account Debtors shall follow Borrower’s customary practices as they exist at the Effective Date. Borrower must promptly
notify Agent of all returns, recoveries, disputes and claims that involve more than One Hundred Thousand Dollars ($100,000.00).


 




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6.4           Taxes;
Pensions. Timely file, and require each of its Subsidiaries to timely file, all required tax returns and reports and timely
pay, and require each of its Subsidiaries to timely pay, all foreign, federal, state and local taxes, assessments, deposits and
contributions owed by Borrower and each of its Subsidiaries, except for deferred payment of any taxes contested pursuant to the
terms of Section 5.8 hereof, and shall deliver to Agent or any Lender, on demand, appropriate certificates attesting to such payments,
and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their
terms.


 


6.5           Insurance.
Keep its business and the Collateral, and the businesses and assets of its Subsidiaries, insured for risks and in amounts standard
for companies in Borrower’s industry and location and as Agent may reasonably request. Insurance policies shall be in a form,
with companies, and in amounts that are reasonably satisfactory to Agent. All property policies shall have a lender’s loss
payable endorsement showing Agent as lender loss payee and waive subrogation against Agent and shall provide that the insurer must
give Agent at least ten (10) days notice before canceling its policy due to Borrower’s failure to pay the premium therefor,
and thirty (30) days notice before canceling its policy for any other reason, and all such liability policies shall show, or have
endorsements showing, Agent as an additional insured. All policies (or the lender’s loss payable and additional insured endorsements)
shall provide that the insurer shall give Agent on behalf of Lenders at least ten (10) days notice before canceling its policy
due to Borrower’s failure to pay the premium therefor, and thirty (30) days notice before canceling its policy for any other
reason. At Agent’s reasonable request, Borrower shall deliver certified copies of policies and evidence of all premium payments.
Proceeds payable under any policy shall, at Agent’s option, be payable to Agent for the ratable benefit of Lenders on account
of the. Obligations. If Borrower fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any
required proof of payment to third persons and Agent, Agent may make all or part of such payment or obtain such insurance policies
required in this Section 6.5, and take any action under the policies Agent deems prudent.


 


6.6           Operating
Accounts.


 


(a)          Maintain
its, its Subsidiaries’, and its Parent’s operating, depository and securities accounts with SVB and SVB’s Affiliates,
which accounts shall represent at least ninety percent (90.0%) of the dollar value of Borrower’s and such Subsidiaries’
and Parent’s accounts at all financial institutions.


 


(b)          Provide
Agent five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution
(including SVB). For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial
institution at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate
instrument with respect to such Collateral Account to perfect Agent’s Lien in such Collateral Account in accordance with
the terms hereunder which Control Agreement may not be terminated without the prior written consent of Agent. The provisions of
the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and
benefit payments to or for the benefit of Borrower’s employees and identified to Agent by Borrower as such.


 


6.7           Protection
of Intellectual Property Rights.


 


(a)          (i)
Use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property;
(ii) promptly advise Agent in writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual
Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Agent’s written
consent.


 


(b)          Provide
written notice to Agent within ten (10) days of entering or becoming bound by any Restricted License (other than over-the-counter
software that is commercially available to the public). Borrower shall take such steps as Agent requests to obtain the consent
of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral”
and for Agent, acting for the ratable benefit of Lenders, to have a security interest in it that might otherwise be restricted
or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii)
Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Agent’s
and Lenders’ rights and remedies under this Agreement and the other Loan Documents.


 




    	10.



    	 



    

 


6.8           Litigation
Cooperation. From the date hereof and continuing through the termination of this Agreement, make available to Agent, without
expense to Agent, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Agent
may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent and/or
any Lender with respect to any Collateral or relating to Borrower.


 


6.9           Formation
or Acquisition of Subsidiaries. At the time that Borrower forms any direct or indirect Subsidiary or acquires any direct or
indirect Subsidiary after the Effective Date, Borrower shall (a) cause such new Subsidiary to become a Borrower hereunder, and
to execute such joinder agreements, security agreements, authorizations for filing financing statements and/or Control Agreements,
all in form and substance satisfactory to Agent and Lenders (including being sufficient to grant Agent a first priority Lien (subject
to Permitted Liens that may expressly have superiority to Agent’s Lien hereunder) in and to the assets of such newly formed
or acquired Subsidiary), (b) provide to Agent appropriate certificates and powers and financing statements, pledging all of the
direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Agent and Lenders, and (c)
provide to Agent all other documentation in form and substance satisfactory to Agent and Lenders, including one or more opinions
of counsel satisfactory to Agent and Lenders, which in the opinion of Agent and Lenders is appropriate with respect to the execution
and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant
to this Section 6.9 shall be a Loan Document.


 


6.10         Further
Assurances. Execute any further instruments and take further action as Agent reasonably requests to perfect or continue Agent’s
and Lenders’ Lien in the Collateral or to effect the purposes of this Agreement.


 


6.11         Post-Closing.
Within five (5) days following the Effective Date, deliver to Agent a lenders’ loss payable endorsement to Borrower’s
property insurance policy, and an additional insured endorsement to Borrower’s liability insurance policy, in each case in
form and substance satisfactory to Agent.


 


7.             NEGATIVE
COVENANTS 


 


Borrower shall not
do any of the following without Agent’s prior written consent and the prior written consent of the Required Lenders:


 


7.1           Dispositions.
Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any of
its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary
course of business; (b) of worn-out or obsolete Equipment; (c) in connection with Permitted Liens and Permitted Investments; (d)
of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of business; and (e)
in the ordinary course of business, of exclusive licenses that could not result in a legal transfer of title of the licensed property,
provided that at any time on or after the date that any portion of the Tranche Two Term Loan Advances have been made, without the
prior written consent of Agent and Lenders, Borrower shall not enter into any exclusive license pertaining to CMX001 that is exclusive
as to the territory of the United States and that results in a non-refundable cash upfront payment of less than $17,500,000 to
Borrower upon entering into such license; provided further that any such cash upfront payment received and any and all royalties,
milestone payments or other proceeds arising from such licensing agreement shall be paid to a deposit account that is subject to
a Control Agreement.


 




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7.2           Changes
in Business, Management, Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any
business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto;
(b) liquidate or dissolve; or (c) (i) have a change in senior management such that a Key Person resigns, is terminated, or is no
longer actively involved in the management of the Borrower in his/her current position and is not replaced with a person reasonably
acceptable to Agent within ninety (90) days after departure from Borrower; or (ii) enter into any transaction or series of related
transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own
more than forty percent (40.0%) of the voting stock of Borrower immediately after giving effect to such transaction or related
series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital
investors so long as Borrower identifies to Agent the venture capital investors prior to the closing of the transaction and provides
to Agent a description of the material terms of the transaction). Borrower shall not, without at least thirty (30) days prior written
notice to Agent: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations
contain less than Twenty-Five Thousand Dollars ($25,000.00) in Borrower’s assets or property) or deliver any portion of the
Collateral valued, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars. ($25,000.00) to a bailee at a location
other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization,
(3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned
by its jurisdiction of organization. If Borrower intends to deliver any portion of the Collateral valued, individually or in the
aggregate, in excess of Twenty-Five Thousand Dollars ($25,000.00) per location to a bailee, and Agent, for the benefit of Lenders,
and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower
intends to deliver the Collateral, then Borrower will first receive the written consent of Agent, and such bailee shall execute
and deliver a bailee agreement in form and substance reasonably satisfactory to Agent.


 


7.3           Mergers
or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or
acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person.
A Subsidiary may merge or consolidate into another Subsidiary or into Borrower.


 


7.4           Indebtedness.
Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.


 


7.5           Encumbrance.
Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the
sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be
subject to the first priority security interest granted herein (which Collateral may be subject to Permitted Liens), or enter into
any agreement, document, instrument or other arrangement (except with or in favor of Agent for the benefit of Lenders) with any
Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging,
pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual
Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.


 


7.6           Maintenance
of Collateral Accounts. Maintain any Collateral Account except pursuant to the terms of Section 6.6(b) hereof.


 


7.7           Distributions;
Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock, except
for repurchases of the stock of terminated employees or consultants in accordance with the repurchase agreements and/or equity
incentive plan and/or repurchases of stock pursuant to a right of first refusal in an aggregate amount not to exceed One Hundred
Thousand Dollars ($100,000.00) per fiscal year, or (b) directly or indirectly make any Investment other than Permitted Investments,
or permit any of its Subsidiaries to do so.


 


7.8           Transactions
with Affiliates. Directly or indirectly enter into or permit to exist , or permit any Subsidiary of Borrower to directly or
indirectly enter into or permit to exist, any material transaction with any Affiliate of Borrower or any Subsidiary of any Borrower,
except as permitted in Section 7.2(c)(ii) and Section 7.7(a) and except for other transactions that are in the ordinary course
of Borrower’s or such Subsidiary’s business, upon fair and reasonable terms that are no less favorable to Borrower
or such Subsidiary than would be obtained in an arm’s length transaction with a non-affiliated Person.


 


7.9           Subordinated
Debt. (a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor,
or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the
Subordinated Debt which would increase the amount thereof or adversely affect the subordination thereof to Obligations owed to
Agent and/or Lenders.


 




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7.10         Compliance.
Become an “investment company” or a company controlled by an “investment company”, under the Investment
Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock
(as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Credit Extension
for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction,
as defined in ERISA, to occur; fail to comply with the Federal Fair Labor Standards Act or violate any other law or regulation,
if the violation could reasonably be expected to have a material adverse effect on Borrower’s business, or permit any of
its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination
of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation
plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit
Guaranty Corporation or its successors or any other governmental agency.


 


8.             EVENTS
OF DEFAULT 


 


Any one of the following
shall constitute an event of default (an “Event of Default”) under this Agreement:


 


8.1           Payment
Default. Borrower fails to (a) make any payment of principal or interest on any Credit Extension on its due date, or (b) pay
any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day cure
period shall not apply to payments due on the Maturity Date). During the cure period, the failure to make or pay any payment specified
under clause (a) or (b) hereunder is not an Event of Default (but no Credit Extension will be made during the cure period);


 


8.2           Covenant
Default.


 


(a)          Borrower
fails or neglects to perform any obligation in Sections 6.1(a) (with respect to Borrower’s maintenance of legal existence
set forth in first sentence only), 6.2, 6.4, 6.5, 6.6, or 6.9, or violates any covenant in Section 7; or


 


(b)          Borrower
fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement
or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition,
covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided,
however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by
Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower
shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within
such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall
be made during such cure period). Cure periods provided under this section shall not apply, among other things, to financial covenants
or any other covenants set forth in clause (a) above;


 


8.3           Material
Adverse Change. A Material Adverse Change occurs;


 


8.4           Attachment;
Levy; Restraint on Business.


 


(a)          (i)
The service of process seeking to attach, by trustee or similar process, any funds of Borrower or of any entity under the control
of Borrower (including a Subsidiary) on deposit or otherwise maintained with Agent or any Lender or any Affiliate of Agent or any
Lender, or (ii) a notice of lien or levy is filed against any of Borrower’s assets by any government agency, and the same
under subclauses (i) and (ii) hereof are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether
through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure
period; or


 


(b)          (i)
any material portion of Borrower’s assets is attached, seized, levied on, or comes into possession of a trustee or receiver,
or (ii) any court order enjoins, restrains, or prevents Borrower from conducting any material part of its business;


 


8.5           Insolvency.
(a) Borrower is unable to pay its debts (including trade debts) as they become due or otherwise becomes insolvent or Borrower fails
to be solvent as described under Section 5.5 hereof; (b) Borrower begins an Insolvency Proceeding; or (c) an Insolvency Proceeding
is begun against Borrower and not dismissed or stayed within forty-five (45) days (but no Credit Extensions shall be made while
of any of the conditions described in clause (a) exist and/or until any Insolvency Proceeding is dismissed);


 




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8.6           Other
Agreements. There is, under any agreement to which Borrower is a party with a third party or parties, (a) any default resulting
in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount
individually or in the aggregate in excess of Two Hundred Thousand Dollars ($200,000.00); or (b) any default by Borrower, the result
of which could have a material adverse effect on Borrower’s business;


 


8.7           Judgments.
One or more final judgments, orders, or decrees for the payment of money in an amount, individually or in the aggregate, of at
least Two Hundred Thousand Dollars ($200,000.00) (not covered by independent third-party insurance as to which liability has been
accepted by such insurance carrier) shall be rendered against Borrower and the same are not, within ten (10) days after the entry
thereof, discharged or execution thereof stayed or bonded pending appeal, or such judgments are not discharged prior to the expiration
of any such stay (provided that no Credit Extensions will be made prior to the discharge, stay, or bonding of such judgment, order,
or decree);


 


8.8           Misrepresentations.
Borrower or any Person acting for Borrower makes any representation, warranty, or other statement now or later in this Agreement,
any Loan Document or in any writing delivered to Agent and/or Lenders or to induce Agent and/or Lenders to enter this Agreement
or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect when made; or


 


8.9           Subordinated
Debt. Any document, instrument, or agreement evidencing, or any subordination agreement relating to, any Subordinated Debt
shall for any reason be revoked or invalidated or otherwise cease to be in full force and effect, any Person shall be in breach
thereof or contest in any manner the validity or enforceability thereof or deny that it has any further liability or obligation
thereunder, or the Lien created hereunder shall at any time fail to constitute a valid and perfected Lien on the Collateral purported
to be secured thereby, subject to no prior or equal Lien other than Permitted Liens having priority by operation of applicable
law.


 


9.             RIGHTS
AND REMEDIES


 


9.1           Rights
and Remedies. While an Event of Default occurs and continues Agent may, and at the written direction of any Lender shall, without
notice or demand, do any or all of the following:


 


(a)          declare
all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligations are immediately
due and payable without any action by Agent and/or Lenders);


 


(b)          stop
advancing money or extending credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower
and Agent and/or Lenders (but if an Event of Default described in Section 8.5 occurs all commitments and obligations to advance
money or extend credit to Borrower on the part of Agent or any Lender shall cease and terminate immediately without any action
by Agent and/or Lenders);


 


(c)          settle
or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Agent considers advisable,
notify any Person owing Borrower money of Agent’s and Lenders’ security interest in such funds, and verify the amount
of such account;


 


(d)          make
any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the
Collateral. Borrower shall assemble the Collateral if Agent requests and make it available as Agent designates. Agent may enter
premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest,
or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Borrower grants
Agent for the benefit of Lenders a license to enter and occupy any of its premises, without charge, to exercise any of Agent’s
rights or remedies;


 




    	14.



    	 



    

 


(e)          apply
to the Obligations any (i) balances and deposits of Borrower it holds, or (ii) any amount held by Agent or Lenders owing to or
for the credit or the account of Borrower;


 


(f)          ship,
reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Agent is hereby
granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s labels, Patents, Copyrights,
mask works, rights of use of any name, trade secrets, trade names, Trademarks, and advertising matter, or any similar property
as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection
with Agent’s exercise of its rights under this Section, Borrower’s rights under all licenses and all franchise agreements
inure to Agent for its benefit and for the ratable benefit of Lenders;


 


(g)          place
a “hold” on any account maintained with Agent or Lenders and/or deliver a notice of exclusive control, any entitlement
order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral;


 


(h)          demand
and receive possession of Borrower’s Books; and


 


(i)          exercise
all rights and remedies available to Agent and/or Lenders under the Loan Documents or at law or equity, including all remedies
provided under the Code (including disposal of the Collateral pursuant to the terms thereof).


 


All costs and expenses
(including reasonable attorneys’ fees and expenses) incurred by Agent in the course of the exercise by Agent of any or all
of its rights or remedies under this Section 9.1 shall be considered Lenders’ Expenses owing to Agent and immediately due
and payable, bearing interest at the applicable rate specified in Section 2.3(b), and secured by the Collateral.


 


9.2           Power
of Attorney. Borrower hereby irrevocably appoints Agent as its lawful attorney-in-fact, exercisable upon the occurrence and
during the continuance of an Event of Default, to: (a) endorse Borrower’s name on any checks or other forms of payment or
security; (b) sign Borrower’s name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c)
settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Agent determines
reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien,
charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise
take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Agent for the ratable benefit
of Lenders or a third party as the Code permits. Borrower hereby appoints Agent as its lawful attorney-in-fact to sign Borrower’s
name on any documents necessary to perfect or continue the perfection of Agent’s and Lenders’ security interests in
the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations)
have been satisfied in full and Agent and Lenders are under no further obligation to make Credit Extensions hereunder. Agent’s
foregoing appointment as Borrower’s attorney in fact, and all of Agent’s rights and powers, coupled with an interest,
are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Agent’s
and Lenders’ obligation to provide Credit Extensions terminates. All costs and expenses (including reasonable attorneys’
fees and expenses) incurred by Agent in the course of the exercise by Agent of any or all of its rights or remedies as attorney-in-fact
of Borrower under this Section 9.2 shall be considered Lenders’ Expenses owing to Agent and immediately due and payable,
bearing interest at the applicable rate specified in Section 2.3(b), and secured by the Collateral.


 


9.3           Protective
Payments. If, at any time after the occurrence and during the continuance of an Event of Default, Borrower fails to obtain
the insurance called for by Section 6.5, or fails to pay any premium thereon, or fails to pay any other amount which Borrower is
obligated to pay under this Agreement or any other Loan Document or fails to pay any maintenance fees, extension fee or other fees
or payments payable to any Governmental Authority necessary to continue, maintain, preserve or protect any Intellectual Property
of Borrower and its Subsidiaries and/or any rights and remedies of Borrower and its Subsidiaries with respect to such Intellectual
Property, Agent may obtain such insurance or make such payment, and all amounts so paid by Agent are Lenders’ Expenses owing
to Agent and immediately due and payable, bearing interest at the applicable rate specified in Section 2.3(b), and secured by the
Collateral. Agent will make reasonable efforts to provide Borrower with notice of Agent obtaining such insurance at the time it
is obtained or within a reasonable time thereafter. No payments by Agent are deemed an agreement to make similar payments in the
future or Agent’s or any Lender’s waiver of any Event of Default.


 




    	15.



    	 



    

 


9.4           Application
of Payments and Proceeds Upon Default. If an Event of Default has occurred and is continuing, Agent and Lenders may apply any
funds in their possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection
of Accounts or other disposition of the Collateral, or otherwise, to the Obligations in such order as Agent shall determine in
its sole discretion, subject (as among Agent and Lenders only, without creating any rights or remedies in favor of Borrower) to
any separate agreement regarding the application of such payments, proceeds or other funds entered into among Agent and Lenders.
Any surplus shall be paid to Borrower or other Persons legally entitled thereto; Borrower shall remain liable to Agent and Lenders
for any deficiency. If Agent and/or Lenders, in their its good faith business judgment, directly or indirectly enter into a deferred
payment or other credit transaction with any purchaser at any sale of Collateral, Agent and each Lender shall have the option,
exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction
of the Obligations until the actual receipt by Agent of cash therefor.


 


9.5           Agent’s
and Lenders’ Liability for Collateral. So long as Agent and Lenders comply with reasonable banking practices regarding
the safekeeping of the Collateral in the possession or under the control of Agent and Lenders, Agent and Lenders shall not be liable
or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the
value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk
of loss, damage or destruction of the Collateral.


 


9.6           No
Waiver; Remedies Cumulative. Agent’s and/or any Lender’s failure, at any time or times, to require strict performance
by Borrower of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Agent
and/or Lenders thereafter to demand strict performance and compliance herewith or therewith. No waiver hereunder shall be effective
unless signed by the party granting the waiver and then is only effective for the specific instance and purpose for which it is
given. Agent’s and Lenders’ rights and remedies under this Agreement and the other Loan Documents are cumulative. Agent
and Lenders have all rights and remedies provided under the Code, by law, or in equity. Agent’s or any Lender’s exercise
of one right or remedy is not an election and shall not preclude any Agent and/or any Lender from exercising any other remedy under
this Agreement or other remedy available at law or in equity, and Agent’s and/or such Lender’s waiver of any Event
of Default is not a continuing waiver. Agent’s and/or any Lender’s delay in exercising any remedy is not a waiver,
election, or acquiescence.


 


9.7           Demand
Waiver. Borrower waives demand, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment
at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees
held by Agent on which Borrower is liable.


 


10.           NOTICES



 


All notices, consents,
requests, approvals, demands, or other communication by any party to this Agreement or any other Loan Document must be in writing
and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business
Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid;
(b) upon transmission, when sent by electronic mail or facsimile transmission; (c) one (1) Business Day after deposit with a reputable
overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed
to the party to be notified and sent to the address, facsimile number, or email address indicated below. Each Lender, Agent or
Borrower may change its mailing or electronic mail address or facsimile number by giving the other party written notice thereof
in accordance with the terms of this Section 10.


 


If to Borrower:


 


Chimerix, Inc.


2505 Meridian
Parkway, Suite 340


Durham, North
Carolina 27713


Attention: Tim
Trost


Fax: (919) 806-1146


Email: ttrost@chimerix.com


 




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If to MidCap (as Agent
or Lender):


 


MidCap Financial
SBIC, LP


7255 Woodmont
Avenue, Suite 200


Bethesda, Maryland
20814


Attention: Portfolio
Management- Life Sciences


Fax: (301) 941-1450


Email: Iviera@midcapfinancial.com


 


with a copy to:


 


Midcap Financial,
LLC


7255 Woodmont
Avenue, Suite 200


Bethesda, Maryland
20814


Attention: General
Counsel


Fax: (301) 941-1450


Email: rgoodridge@midcapfinancial.com


 


If to SVB:


 


Silicon Valley
Bank Perimeter One


3005 Carrington
Mill Boulevard, Suite 530


Morisville, North
Carolina 27560


Attention: Mr.
Chris Stoecker


Fax: (919) 442-2155


Email: cstoecker@svb.com


 


with a copy to:


 


Riemer &
Braunstein, LLP


Three Center
Plaza


Boston, Massachusetts
02108


Attn: David A.
Ephraim, Esquire


Fax: (617) 880-3456


Email: dephraim@riemerlaw.com


 


11.          CHOICE
OF LAW, VENUE AND JURY TRIAL WAIVER 


 


Massachusetts law governs
the Loan Documents without regard to principles of conflicts of law. Borrower, Agent and each Lender each submit to the exclusive
jurisdiction of the State and Federal courts in Boston, Massachusetts; provided, however, that nothing in this Agreement shall
be deemed to operate to preclude Agent or Lenders from bringing suit or taking other legal action in any other jurisdiction to
realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of
Agent or Lenders. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any
such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue,
or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such
court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and
agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower
at the address set forth in Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to
occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid.


 




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TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, BORROWER, LENDERS AND AGENT EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH
OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS
REVIEWED THIS WAIVER WITH ITS COUNSEL.


 


12.           GENERAL
PROVISIONS 


 


12.1         Successors
and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Borrower may
not assign this Agreement or any rights or obligations under it without Agent’s and each Lender’s prior written consent
(which may be granted or withheld in Agent’s and each Lender’s discretion). Lenders and Agent have the right, without
the consent of or notice to Borrower, to sell, transfer, assign, negotiate, or grant participation in all or any part of, or any
interest in, Agent’s and Lenders’ obligations, rights, and benefits under this Agreement and the other Loan Documents
(other than the Warrant, as to which assignment, transfer and other such actions are governed by the terms of the Warrant).


 


12.2         Indemnification.
Borrower agrees to indemnify, defend and hold Agent and Lenders and their respective directors, officers, employees, agents, attorneys,
or any other Person affiliated with or representing Agent or any Lender (each, an “Indemnified Person”) harmless
against: (a) all obligations, demands, claims, and liabilities (collectively, “Claims”) claimed or asserted
by any other party in connection with the transactions contemplated by the Loan Documents; and (b) all losses or expenses (including
Lenders Expenses) in any way suffered, incurred, or paid by such Indemnified Person as a result of, following from, consequential
to, or arising from transactions between Lenders and Borrower contemplated by the Loan Documents (including reasonable attorneys’
fees and expenses), except for Claims, Lenders’ Expenses and/or losses directly caused by such Indemnified Person’s
gross negligence or willful misconduct (collectively, the “Indemnified Liabilities”).


 


12.3         Time
of Essence. Time is of the essence for the performance of all Obligations in this Agreement.


 


12.4         Severability
of Provisions. Each provision of this Agreement is severable from every other provision in determining the enforceability of
any provision.


 


12.5         Amendments
in Writing; Waiver; Integration. No purported amendment or modification of any Loan Document, or waiver, discharge or termination
of any obligation under any Loan Document, shall be enforceable or admissible unless, and only to the extent, expressly set forth
in a writing signed by the party against which enforcement or admission is sought. Without limiting the generality of the foregoing,
no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate
as, or evidence, an amendment, supplement or waiver or have any other effect on any Loan Document. Any waiver granted shall be
limited to the specific circumstance expressly described in it, and shall not apply to any subsequent or other circumstance, whether
similar or dissimilar, or give rise to, or evidence, any obligation or commitment to grant any further waiver. The Loan Documents
represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements,
understandings, representations, warranties, and negotiations between the parties about the subject matter of the Loan Documents
merge into the Loan Documents.


 


12.6         Counterparts.
This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which,
when executed and delivered, is an original, and all taken together, constitute one Agreement.


 


12.7         Survival.
All covenants, representations and warranties made in this Agreement continue in full force until this Agreement has terminated
pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their
terms, are to survive the termination of this Agreement) have been paid in full and satisfied. The obligation of Borrower in Section
12.2 to indemnify each Lender and Agent shall survive until the statute of limitations with respect to such claim or cause of action
shall have run.


 




    	18.



    	 



    

 


12.8        Confidentiality.
In handling any confidential information of Borrower, Agent and Lenders shall exercise the same degree of care that they exercise
for their own proprietary information, but disclosure of information may be made: (a) to Agent’s and Lenders’ Subsidiaries
or Affiliates (such Subsidiaries and Affiliates, together with Agent and Lenders are, collectively, “Lender Entities”);
(b) to prospective transferees or purchasers of any interest in the Credit Extensions (provided, however, Agent and Lenders shall
use its best efforts to obtain any prospective transferee’s or purchaser’s agreement to the terms of this provision);
(c) as required by law, regulation, subpoena, or other order; (d) to Agent’s and Lenders’ regulators or as otherwise
required in connection with Agent’s and Lenders’ examination or audit; (e) as Agent and Lenders consider appropriate
in exercising their respective remedies under the Loan Documents; and (f) to third-party service providers of Agent or any Lender
so long as such service providers have executed a confidentiality agreement with such Agent or Lender with terms no less restrictive
than those contained herein. Confidential information does not include information that is either: (i) in the public domain or
in Agent’s and/or Lenders’ possession when disclosed to Agent and/or Lenders, or becomes part of the public domain
after disclosure to Agent and/or Lenders through no fault of Agent and Lenders; or (ii) disclosed to Agent and/or Lenders by a
third party, if Agent and/or Lenders does not know that the third party is prohibited from disclosing the information. Lender Entities
may use confidential information for reporting purposes and the development and distribution of databases and market analyses so
long as such confidential information is aggregated and anonymized prior to distribution unless otherwise expressly permitted by
Borrower. The provisions of the immediately preceding sentence shall survive the termination of this Agreement.


 


12.9         Right
of Set Off. Borrower hereby grants to Agent, for its benefit and for the ratable benefit of Lenders, and to each Lender, a
lien, security interest and right of set off as security for all Obligations to Agent and each Lender, whether now existing or
hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody,
safekeeping or control of Agent or any entity under the control of Agent (including an Agent subsidiary) or in transit to any of
them. At any time after the occurrence and during the continuance of an Event of Default, without demand or notice, Agent or Lenders,
as appropriate, may set off the same or any part thereof and apply the same to any liability or obligation of Borrower even though
unmatured and regardless of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE AGENT
OR ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING
ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND
IRREVOCABLY WAIVED.


 


12.10      Electronic
Execution of Documents. The words “execution,” “signed,” “signature” and words of like
import in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each
of which shall be of the same legal effect, validity and enforceability as a manually executed signature or the use of a paper-based
recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation,
any state law based on the Uniform Electronic Transactions Act.


 


12.11      Captions.
The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.


 


12.12      Construction
of Agreement. The parties mutually acknowledge that they and their attorneys have participated in the preparation and negotiation
of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the
uncertainty to exist.


 


12.13      Relationship.
The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement. The parties do not
intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different
from those of parties to an arm’s-length contract.


 


12.14      Third
Parties. Nothing in this Agreement, whether express or implied, is intended to: (a) confer any benefits, rights or remedies
under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors
and assigns; (b) relieve or discharge the obligation or liability of any person not an express party to this Agreement; or (c)
give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement.


 




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12.15       Amendments.


 


(a)          No
amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent
thereunder, or any consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in
writing and signed by Borrower, Agent and Required Lenders. Except as set forth in clause (b) below, all such amendments, modifications,
terminations or waivers requiring the consent of the “Lenders” shall require the written consent of Required Lenders.


 


(b)          No
amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document shall, unless in writing
and signed by Agent and each Lender directly affected thereby: (i) increase or decrease the Commitment of any Lender (which shall
be deemed to affect all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the amount of any fees
payable hereunder (other than waiving the imposition of the Default Rate), (iii) postpone the date fixed for or waive any payment
of principal of or interest on any Term Loan, or any fees or reimbursement obligation hereunder, (iv) release any of the Collateral,
or consent to a transfer of any of the Intellectual Property, in each case, except as otherwise expressly permitted in the Loan
Documents (which shall be deemed to affect all Lenders), (v) subordinate the Lien granted in favor of Agent, for its benefit and
for the ratable benefit of Lenders, securing the Obligations (which shall be deemed to affect all Lenders), (vi) release Borrower
from, or consent to Borrower’s assignment or delegation of, Borrower’s obligations hereunder and under the other Loan
Documents (which shall be deemed to affect all Lenders) or (vii) amend, modify, terminate or waive Section 9.4, Section 12.10,
the definitions entitled “Commitment Percentage” and “Pro Rata Share” appearing in Section 14.1, as well
as any provision of this Agreement referencing such defined term, or this Section 12.15(b).


 


(c)          Notwithstanding
any provision in this Section 12.15 to the contrary, no amendment, modification, termination or waiver affecting or modifying the
rights or obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and Required Lenders.


 


Any amendment, modification,
supplement, termination, waiver or consent pursuant to this Section 12.15 shall apply equally to, and shall be binding upon, all
the Lenders and Agent.


 


13.           AGENT


 


13.1         Appointment
and Authorization of Agent. Each Lender hereby irrevocably appoints, designates and authorizes Agent to take such action on
its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties
as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, Agent
shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to have
any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations
or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting
the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference
to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any
applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties.


 


13.2         Delegation
of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through its, or its Affiliates’,
agents, employees or attorneys-in-fact and shall be entitled to obtain and rely upon the advice of counsel and other consultants
or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of
any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.


 




    	20.



    	 



    

 


13.3         Liability
of Agent. Except as otherwise provided herein, no Agent-Related Person shall (a) be liable to any Lender for any action taken
or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth
herein), or (b) be responsible in any manner to any Lender or participant of any Lender for any recital, statement, representation
or warranty made by Borrower or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or
any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other
Loan Document, or for any failure of Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder.
No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance
or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect
the properties, books or records of Borrower or any Affiliate thereof.


 


13.4         Reliance
by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic
mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent
or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrower), independent
accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any action under
any Loan Document unless it shall first receive such advice or concurrence of all Lenders as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action. Agent shall in all cases be fully protected in acting,
or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of all Lenders
and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.


 


13.5         Notice
of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default, unless Agent shall
have received written notice from a Lender or Borrower, expressly stating that such Event of Default exists and describing such
Event of Default. Agent will notify the Lenders of its receipt of any such notice. Agent shall take such action with respect to
an Event of Default as may be directed in writing by the Required Lenders in accordance with Section 9(a); provided, however, that
while an Event of Default has occurred and is continuing, Agent may (but shall not be obligated to) take such action, or refrain
from taking such action, with respect to such Event of Default as Agent shall deem advisable or in the best interest of the Lenders,
including without limitation, satisfaction of other security interests, liens or encumbrances on the Collateral not permitted under
the Loan Documents, payment of taxes on behalf of Borrower, payments to landlords, warehouseman, bailees and other Persons in possession
of the Collateral and other actions to protect and safeguard the Collateral, and actions with respect to insurance claims for casualty
events affecting Borrower and/or the Collateral and payments to landlords, warehouseman, bailees and other Persons in possession
of the Collateral, payments to Governmental Authorities to maintain, continue, preserve and protect the Intellectual Property of
Borrower and its Subsidiaries and/or the rights and remedies of Borrower and its Subsidiaries with respect thereto . All costs
and expenses (including reasonable attorneys’ fees and expenses) incurrent by Agent in taking actions described in this Section
13.5 (including any and all such amounts so paid by Agent) are Lenders’ Expenses owing to Agent and immediately due and payable,
bearing interest at the then highest rate applicable to the Obligations, and secured by the Collateral.


 


13.6        Credit
Decision; Disclosure of Information by Agent. Each Lender acknowledges that no Agent-Related Person has made any representation
or warranty to it, and that no act by Agent hereafter taken, including any consent to and acceptance of any assignment or review
of the affairs of Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related
Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession.
Each Lender represents to Agent that it has, independently and without reliance upon any Agent-Related Person and based on such
documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, prospects,
operations, property, financial and other condition and creditworthiness of Borrower and its respective Subsidiaries, and all applicable
bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement
and to extend credit to Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents,
and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial
and other condition and creditworthiness of Borrower. Except for notices, reports and other documents expressly required to be
furnished to the Lenders by Agent herein, Agent shall not have any duty or responsibility to provide any Lender with any credit
or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness
of Borrower or any of its Affiliates which may come into the possession of any Agent-Related Person.


 




    	21.



    	 



    

 


13.7         Indemnification
of Agent. Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based
on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf
of Borrower and without limiting the obligation of Borrower to do so), and hold harmless each Agent-Related Person from and against
any and all Indemnified Liabilities incurred by it; provided, however, that no Lender shall be liable for the payment to
any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a judgment by a court of competent
jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however,
that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or
willful misconduct for purposes of this Section 13.7. Without limitation of the foregoing, each Lender shall, severally and pro
rata based on its respective Pro Rata Share, reimburse Agent upon demand for its ratable share of any costs or out-of-pocket expenses
(including Lenders’ Expenses incurred after the closing of the transactions contemplated by this Agreement) incurred by Agent
(in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights
or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the
extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section 13.7 shall survive
the payment in full of the Obligations, the termination of this Agreement and the resignation of Agent.


 


13.8         Agent
in its Individual Capacity. With respect to its Credit Extensions, MidCap shall have the same rights and powers under this
Agreement as any other Lender and may exercise such rights and powers as though it were not Agent, and the terms “Lender”
and “Lenders” include MidCap in its individual capacity.


 


13.9         Successor
Agent.


 


(a)          Agent
may at any time assign its rights, powers, privileges and duties hereunder to (i) another Lender, or (ii) any Person to whom Agent,
in its capacity as a Lender, has assigned (or will assign, in conjunction with such assignment of agency rights hereunder) fifty
percent (50.0%) or more of the aggregate outstanding Credit Extensions to Agent, in its capacity as a Lender, in each case without
the consent of the Lenders or Borrower. Following any such assignment, Agent shall give notice to the Lenders and Borrower. An
assignment by Agent pursuant to this subsection (a) shall not be deemed a resignation by Agent for purposes of subsection (b) below.


 


(b)          Without
limiting the rights of Agent to designate an assignee pursuant to subsection (a) above, Agent may at any time give notice of its
resignation to the Lenders and Borrower. Upon receipt of any such notice of resignation, Required Lenders shall have the right
to appoint a successor Agent. If no such successor shall have been so appointed by Required Lenders and shall have accepted such
appointment within ten (10) Business Days after the retiring Agent gives notice of its resignation, then the retiring Agent may,
on behalf of the Lenders, appoint a successor Agent; provided, however, that if Agent shall notify Borrower and the Lenders
that no Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such
notice from Agent that no Person has accepted such appointment and, from and following delivery of such notice, (i) the retiring
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and (ii) all payments,
communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender directly,
until such time as Required Lenders appoint a successor Agent as provided for above in this subsection (b).


 




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(c)          Upon
(i) an assignment permitted by subsection (a) above, or (ii) the acceptance of a successor’s appointment as Agent pursuant
to subsection (b) above, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties
of the Agent, and all the Liens in the Collateral securing the Obligations granted pursuant to this Agreement and the other Loan
Documents to and/or held by, the assigning or retiring (or retired) Agent, and the assigning or retiring Agent shall be discharged
from all of its duties and obligations hereunder and under the other Loan Documents (if not already discharged therefrom as provided
above in this subsection (c)). The fees payable by Borrower to a an assignee or successor Agent shall be the same as those payable
to its predecessor unless otherwise agreed between Borrower and such successor. After the assigning or retiring Agent’s resignation
hereunder and under the other Loan Documents, the provisions of this Section 13 shall continue in effect for the benefit of such
assigning or retiring Agent and its sub-agents in respect of any actions taken or omitted to be taken by any of them while the
assigning or retiring Agent was acting or was continuing to act as Agent.


 


13.10      Agent
May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to Borrower, Agent (irrespective of whether the principal
of any Loan, shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Agent
shall have made any demand on Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:


 


(a)          to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Credit Extensions
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of the Lenders and Agent (including any claim for the reasonable compensation, expenses, disbursements and advances
of the Lenders and Agent and their respective agents and counsel and all other amounts due the Lenders and Agent allowed in such
judicial proceeding); and


 


(b)          to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each
Lender to make such payments to Agent and, in the event that Agent shall consent to the making of such payments directly to the
Lenders, to pay to Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Agent and its
agents and counsel, and any other amounts due Agent under Section 2.4(0. To the extent that Agent fails timely to do so, each Lender
may file a claim relating to such Lender’s claim.


 


13.11      Collateral
and Guaranty Matters. The Lenders irrevocably authorize Agent, at its option and in its discretion, to release any Lien on
any Collateral granted to or held by Agent under any Loan Document (a) upon the date that all Obligations due hereunder have been
fully and indefeasibly paid in full and no Term Loan Commitments or other obligations of any Lender to provide funds to Borrower
under this Agreement remain outstanding, or (b) that is transferred or to be transferred as part of or in connection with any Transfer
permitted hereunder or under any other Loan Document. Upon request by Agent at any time, all Lenders will confirm in writing Agent’s
authority to release its interest in particular types or items of Property, pursuant to this Section 13.11.


 


13.12      Cooperation
of Borrower. If necessary, Borrower agrees to (a) execute any documents (including new Secured Promissory Notes) reasonably
required to effectuate and acknowledge each assignment of a Term Loan Commitment or Loan to an assignee in accordance with Section
12.1, (b) make Borrower’s management available to meet with Agent and prospective participants and assignees of Term Loan
Commitments or Credit Extensions and (c) assist Agent or the Lenders in the preparation of information relating to the financial
affairs of Borrower as any prospective participant or assignee of a Term Loan Commitment or Term Loan reasonably may request. Subject
to the provisions of Section 12.8, Borrower authorizes each Lender to disclose to any prospective participant or assignee of a
Term Loan Commitment, any and all information in such Lender’s possession concerning Borrower and its financial affairs which
has been delivered to such Lender by or on behalf of Borrower pursuant to this Agreement, or which has been delivered to such Lender
by or on behalf of Borrower in connection with such Lender’s credit evaluation of Borrower prior to entering into this Agreement.


 




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14.           DEFINITIONS


 


14.1         Definitions.
As used in the Loan Documents, the word “shall” is mandatory, the word “may” is permissive, the word “or”
is not exclusive, the words “includes” and “including” are not limiting, the singular includes the plural,
and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement, the following capitalized terms
have the following meanings:


 


“Account”
is any “account” as defined in the Code with such additions to such term as may hereafter be made, and includes, without
limitation, all accounts receivable and other sums owing to Borrower.


 


“Account Debtor”
is any “account debtor” as defined in the Code with such additions to such term as may hereafter be made.


 


“Affiliate”
is, with respect to any Person, each other Person that owns or controls directly or indirectly the Person, any Person that controls
or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors,
partners and, for any Person that is a limited liability company, that Person’s managers and members.


 


“Agent”
is defined in the preamble hereof.


 


“Agent-Related
Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors
and attorneys-in-fact of such Persons; provided, however, that no Agent-Related Person shall be an Affiliate of Borrower.


 


“Agreement”
is defined in the preamble hereof.


 


“Amortization
Date” is (a) with respect to the Tranche One Term Loan Advance, the eleventh (11th) Payment Date following the first
(15t) Payment Date following the Funding Date of the Tranche One Term Loan Advance, and (b) with respect to each Tranche Two Term
Loan Advance, the fifth (5th) Payment Date following the first (15) Payment Date following the Funding Date of such Tranche Two
Term Loan Advance.


 


“Annual Financial
Statements” is defined in Section 6.2(c).


 


“Bank Services”
are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of
its Subsidiaries by SVB or any of its Affiliates, including, without limitation, any letters of credit, cash management services
(including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services),
interest rate swap arrangements, and foreign exchange services, as any such products or services may be identified in SVB’s
various agreements related thereto (each, a “Bank Services Agreement”).


 


“Bank Services
Agreement” is defined in the definition of “Bank Services” appearing alphabetically in this Section 14.1.


 


“BARDA Contract”
means the Award/Contract numbered HHS0100201100013C and dated February 16, 2011 issued by Office of Acquisitions Management, Contracts,
and Grants in favor of Borrower for the development of CMX001 for the treatment of smallpox.


 


“BARDA Event”
is the United States government’s exercise of its option to extend the term of the BARDA Contract for at least one (1) year
pursuant to Part 1.3 of the BARDA Contract, as evidenced by documentation or other evidence reasonably satisfactory to Agent.


 


“Borrower”
is defined in the preamble hereof.


 


“Borrower’s
Books” are all Borrower’s books and records including ledgers, federal and state tax returns, records regarding
Borrower’s assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or
storage or any equipment containing such information.


 




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“Borrowing
Resolutions” are, with respect to any Person, those resolutions adopted by such Person’s Board of Directors and
delivered by such Person to Agent approving the Loan Documents to which such Person is a party and the transactions contemplated
thereby, together with a certificate executed by its Secretary on behalf of such Person certifying that (a) such Person has the
authority to execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, (b) that attached
as Exhibit A to such certificate is a true, correct, and complete copy of the resolutions then in full force and effect authorizing
and ratifying the execution, delivery, and performance by such Person of the Loan Documents to which it is a party, (c) the name(s)
of the Person(s) authorized to execute the Loan Documents on behalf of such Person, together with a sample of the true signature(s)
of such Person(s), and (d) that Agent and Lenders may conclusively rely on such certificate unless and until such Person shall
have delivered to Agent a further certificate canceling or amending such prior certificate.


 


“Business
Day” is any day that is not a Saturday, Sunday or a day on which Agent is closed.


 


“Cash Equivalents”
means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof
having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1)
year after its creation and having the highest rating from either Standard & Poor’s Ratings Group or Moody’s Investors
Service, Inc.; (c) SVB’s certificates of deposit issued maturing no more than one (1) year after issue; and (d) money market
funds at least ninety-five percent (95%) of the assets of which constitute Cash Equivalents of the kinds described in clauses (a)
through (c) of this definition.


 


“Claims”
is defined in Section 12.2.


 


“CMX-157 Event”
is completion by Borrower of a biopharmaceutical partnership, collaboration or licensing agreement with a third party in connection
with the development of CMX-157, which partnership, collaboration or licensing agreement results in an unconditional initial upfront
payment to the Borrower of not less than $5,000,000 upon the consummation of such partnership.


 


“Code”
is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the Commonwealth of Massachusetts;
provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined
differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall
govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection,
or priority of, or remedies with respect to, Agent’s and Lenders’ Lien on any Collateral is governed by the Uniform
Commercial Code in effect in a jurisdiction other than the Commonwealth of Massachusetts, the term “Code” shall mean
the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating
to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions.


 


“Collateral”
is any and all properties, rights and assets of Borrower described on Exhibit A.


 


“Collateral
Account” is any Deposit Account, Securities Account, or Commodity Account.


 


“Commitment
Percentage” means, with respect to each Lender, the percentage set forth opposite such Lender’s name on Schedule
1.


 


“Commodity
Account” is any “commodity account” as defined in the Code with such additions to such term as may hereafter
be made.


 


“Compliance
Certificate” is that certain certificate in the form attached hereto as Exhibit C.


 


“Contingent
Obligation” is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness,
lease, dividend, letter of credit or other obligation of another such as an obligation, in each case, directly or indirectly guaranteed,
endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable;
(b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate,
currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect
a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation”
does not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined
amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated
liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any
guarantee or other support arrangement.


 




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“Control Agreement”
is any control agreement entered into among the depository institution at which Borrower maintains a Deposit Account or the securities
intermediary or commodity intermediary at which Borrower maintains a Securities Account or a Commodity Account, Borrower, and Agent
pursuant to which Agent obtains control (within the meaning of the Code) for its benefit and for the benefit of Lenders over such
Deposit Account, Securities Account, or Commodity Account.


 


“Copyrights”
are any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship
and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.


 


“Credit Extension”
is any Term Loan, or any other extension of credit by Lenders for Borrower’s benefit under and pursuant to this Agreement.


 


“Default Rate”
is defined in Section 2.3(b).


 


“Deposit Account”
is any “deposit account” as defined in the Code with such additions to such term as may hereafter be made.


 


“Designated
Deposit Account” is Borrower’s asset management account, account number 173103198383, maintained with SVB.


 


“Dollars,”
“dollars” or use of the sign “$” means only lawful money of the United States and not any other
currency, regardless of whether that currency uses the “$” sign to denote its currency or may be readily converted
into lawful money of the United States.


 


“Dollar Equivalent”
is, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated
in a Foreign Currency, the equivalent amount therefor in Dollars as determined by SVB at such time on the basis of the then-prevailing
rate of exchange in San Francisco, California, for sales of the Foreign Currency for transfer to the country issuing such Foreign
Currency.


 


“Effective
Date” is defined in the preamble hereof.


 


“Equipment”
is all “equipment” as defined in the Code with such additions to such term as may hereafter be made, and includes without
limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing.


 


“Equity Event”
is the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of at least Five Million Dollars ($5,000,000.00),
after the Effective Date but prior to December 31, 2012, from the closing of an equity round or equity rounds by Borrower with
investors that are (a) existing investors in Borrower or their Affiliates or (b) acceptable to each Lender in its reasonable discretion.


 


“ERISA”
is the Employee Retirement Income Security Act of 1974, and its regulations.


 


“Event of
Default” is defined in Section 8.


 


“Exchange
Act” is the Securities Exchange Act of 1934, as amended.


 




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“Final Payment”
is a payment (in addition to and not a substitution for the regular monthly payments of interest or principal and interest, as
applicable) owing to each Lender, with respect to each Term Loan actually funded to or for the account of Borrower by such Lender,
due on the earlier to occur of (a) the Maturity Date of such Term Loan, (b) the acceleration of such Term Loan or any event that
would require the prepayment in full of a Term Loan pursuant to Section 2.2(c), or (c) any voluntary or involuntary prepayment
in full of such Term Loan, equal to (x) (i) the aggregate original principal amount of such Term Loan, minus (ii) the aggregate
principal amount of partial prepayments of such Term Loan made pursuant to Section 2.2(d) (for which Partial Final Payments have
been made), multiplied by (y) the Final Payment Percentage.


 


“Final Payment
Percentage” means two and one-quarter of one percent (2.25%).


 


“Foreign Currency”
means lawful money of a country other than the United States.


 


“Funding Date”
is any date on which a Credit Extension is made to or for the account of Borrower which shall be a Business Day.


 


“FX Forward
Contract” is any foreign exchange contract by and between Borrower and SVB under which Borrower commits to purchase from
or sell to SVB a specific amount of Foreign Currency on a specified date.


 


“GAAP”
is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession,
which are applicable to the circumstances as of the date of determination.


 


“General Intangibles”
is all “general intangibles” as defined in the Code in effect on the date hereof with such additions to such term as
may hereafter be made, and includes without limitation, all Intellectual Property, claims, income and other tax refunds, security
and other deposits, payment intangibles, contract rights, options to purchase or sell real or personal property, rights in all
litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation
key man, property damage, and business interruption insurance), payments of insurance and rights to payment of any kind.


 


“Governmental
Approval” is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration,
filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.


 


“Governmental
Authority” is any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative
functions of or pertaining to government, any securities exchange and any self-regulatory organization.


 


“Indebtedness”
is (a) indebtedness for borrowed money or the deferred price of property or services, such as reimbursement and other obligations
for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital
lease obligations, and (d) Contingent Obligations.


 


“Indemnified
Liabilities” has the meaning given it in Section 12.2.


 


“Indemnified
Person” is defined in Section 12.2.


 


“Insolvency
Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy
or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or
proceedings seeking reorganization, arrangement, or other relief.


 


“Intellectual
Property” means all of Borrower’s right, title, and interest in and to the following:


 


(a)          its
Copyrights, Trademarks and Patents;


 




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(b)          any
and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know-how, operating
manuals;


 


(c)          any
and all source code;


 


(d)          any
and all design rights which may be available to a Borrower;


 


(e)          any
and all claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the
obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified above;
and


 


(f)          all
amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents.


 


“Inventory”
is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter
be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work
in process and finished products, including without limitation such inventory as is temporarily out of Borrower’s custody
or possession or in transit and including any returned goods and any documents of title representing any of the above.


 


“Investment”
is any beneficial ownership interest in any Person (including stock, partnership interest or other securities), and any loan, advance
or capital contribution to any Person.


 


“Key Person”
is the Borrower’s Chief Executive Officer (who is Kenneth Moch as of the Effective Date) and Chief Financial Officer (who
is Tim Trost as of the Effective Date).


 


“Laws”
means any and all federal, state, provincial, territorial, local and foreign statutes, laws, judicial decisions, regulations, guidances,
guidelines, ordinances, rules, judgments, orders, decrees, codes, plans, injunctions, permits, concessions, grants, franchises,
governmental agreements and governmental restrictions, whether now or hereafter in effect, which are applicable to any Borrower
in any particular circumstance.


 


“Lender”
and “Lenders” are defined in the preamble hereof.


 


“Lender Entities”
is defined in Section 12.9.


 


“Lenders’
Expenses” are all costs and expenses (including reasonable attorneys’ fees and expenses) for preparing, amending,
negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection
with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower in connection with the Loan Documents.


 


“Letter of
Credit” is a standby or commercial letter of credit issued by SVB upon request of Borrower based upon an application,
guarantee, indemnity or similar agreement.


 


“Lien”
is a claim, mortgage, deed of trust, levy, charge, pledge, security interest or other encumbrance of any kind, whether voluntarily
incurred or arising by operation of law or otherwise against any property.


 


“Loan Documents”
are, collectively, this Agreement, the Perfection Certificate, any note, or notes, including, without limitation, the Secured Promissory
Notes, security agreements or other collateral documents, and each other agreement, instrument, certificate, report and other document
executed and delivered by Borrower in favor of Agent or any Lender in connection with this Agreement, together with all landlord
waivers, licensor consent or waiver, subordination and intercreditor agreements or similar agreements executed and delivered by
a third party in favor of Agent or any Lender in connection with this Agreement, the Credit Extensions and/or any security therefor
, all as amended, restated, or otherwise modified.


 




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“Material
Adverse Change” is: (a) a material impairment in the perfection or priority of Agent’s and Lenders’ security
interest in the Collateral or in the value of such Collateral; (b) a material adverse change in the business, operations, or condition
(financial or otherwise) of Borrower; or (c) a material impairment of the prospect of repayment of any portion of the Obligations.


 


“Maturity
Date” is (a) with respect to the Tranche One Term Loan Advance, the date that is twenty-nine (29) months following the
Amortization Date of the Tranche One Term Loan Advance, and (b) with respect to each Tranche Two Term Loan Advance, the date that
is thirty-one (31) months following the Amortization Date of such Tranche Two Term Loan Advance.


 


“MidCap”
is defined in the preamble hereof.


 


“Monthly Financial
Statements” is defined in Section 6.2(a).


 


“Obligations”
are Borrower’s obligations to pay when due any debts, principal, interest, Lenders’ Expenses, the Prepayment Premium,
the Final Payment and other amounts Borrower owes Agent and/or Lenders now or later under this Agreement and the other Loan Documents,
including, without limitation, any interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations
of Borrower assigned to Agent and/or Lenders, and the performance of Borrower’s duties under the Loan Documents. Notwithstanding
the foregoing, the term “Obligations” shall not include obligations of Borrower under the Warrant or any equity-related
agreement executed solely in connection therewith.


 


“Operating
Documents” are, for any Person, such Person’s formation documents, as certified with the Secretary of State of
such Person’s state of formation on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a)
if such Person is a corporation, its bylaws in current form, (b) if such Person is a limited liability company, its limited liability
company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement),
each of the foregoing with all current amendments or modifications thereto.


 


“Partial Final
Payment” means a payment (in addition to and not a substitution for the regular monthly payments of principal plus accrued
interest) owing to each Lender, with respect to each Term Loan made by such Lender, due on the voluntary prepayment of a portion
of any such Term Loan pursuant to Section 2.2(d), equal to the principal amount of such Term Loan so prepaid multiplied by the
Final Payment Percentage.


 


“Patents”
means all patents, patent applications and like protections including without limitation improvements, divisions, continuations,
renewals, reissues, extensions and continuations-in-part of the same.


 


“Payment Date”
is the first calendar day of each month.


 


“Payment/Advance
Form” is that certain form attached hereto as Exhibit B.


 


“Perfection
Certificate” is defined in Section 5.1.


 


“Permitted
Indebtedness” is:


 


(a)          Borrower’s
Indebtedness to Lenders under this Agreement and the other Loan Documents with respect to the Obligations;


 


(b)          Borrower’s
Indebtedness to SVB consisting of up to $50,000 of Bank Services which are cash collateralized;


 


(c)          Indebtedness
existing on the Effective Date and shown on the Perfection Certificate;


 


(d)          Subordinated
Debt;


 




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(e)          unsecured
Indebtedness to trade creditors incurred in the ordinary course of business and consistent with past practices;


 


(f)          Indebtedness
incurred as a result of endorsing negotiable instruments received in the ordinary course of business;


 


(g)          Indebtedness
secured by Liens permitted under clauses (a) and (c) of the definition of “Permitted Liens” hereunder; and


 


(h)          extensions,
refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through (g) above, provided
that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower
or its Subsidiary, as the case may be.


 


“Permitted
Investments” are:


 


(a)          Investments
(including, without limitation, Subsidiaries) existing on the Effective Date and shown on the Perfection Certificate; and


 


(b)          (i)
Cash Equivalents, and (ii) any Investments permitted by Borrower’s investment policy as attached Exhibit E, as amended
from time to time, provided such investment policy (and any such amendment thereto) has been provided to Agent and is acceptable
to Agent in its reasonable discretion;


 


(c)          Investments
consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course
of Borrower;


 


(d)          Investments
consisting of deposit accounts in which Agent, for its benefit and the ratable benefit of Lenders, has a perfected security interest;


 


(e)          Investments
accepted in connection with Transfers permitted by Section 7.1;


 


(f)          Investments
of Subsidiaries in or to other Subsidiaries or Borrower and Investments by Borrower in Subsidiaries not to exceed One Hundred Thousand
Dollars ($100,000.00) in the aggregate in any fiscal year;


 


(g)          Investments
consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of
business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries
pursuant to employee stock purchase plans or agreements approved by Borrower’s Board of Directors;


 


(h)          Investments
(including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement
of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business; and


 


(i)          Investments
consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates,
in the ordinary course of business; provided that this paragraph (i) shall not apply to Investments of Borrower in any Subsidiary.


 


“Permitted
Liens” are:


 


(a)          Liens
existing on the Effective Date and shown on the Perfection Certificate or arising under this Agreement and the other Loan Documents;


 


(b)          Liens
for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in good
faith and for which Borrower maintains adequate reserves on its Books, provided that no notice of any such Lien has been
filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder;


 




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(c)          purchase
money Liens or capital leases (i) on Equipment acquired or held by Borrower incurred for financing the acquisition of the Equipment
securing no more than One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate amount outstanding, or (ii) existing on
Equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the Equipment; and


 


(d)          Liens
of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business
so long as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed Fifty Thousand Dollars
($50,000) and which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate
proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;


 


(e)          Liens
to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations
incurred in the ordinary course of business (other than Liens imposed by ERISA);


 


(f)          leases
or subleases of real property granted in the ordinary course of business, and leases, subleases, non-exclusive licenses or sublicenses
of property (other than real property or intellectual property) granted in the ordinary course of Borrower’s business, if
the leases, subleases, licenses and sublicenses do not prohibit granting Agent a security interest;


 


(g)          non-exclusive
license of intellectual property granted to third parties in the ordinary course of business;


 


(h)          Liens
arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event of Default under Sections
8.4 and 8.7;


 


(i)           Liens
in favor of other financial institutions arising in connection with Borrower’s deposit and/or securities accounts held at
such institutions, provided that Agent, for the ratable benefit of Lenders, has a perfected security interest in the amounts held
in such deposit and/or securities accounts;


 


(j)           Liens
incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (i), but any extension,
renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness
may not increase; and


 


(k)          Liens
in cash collateral pledged to SVB to secure Indebtedness and other obligations owing to SVB in an amount not to exceed $50,000,
which Liens in such cash collateral may be senior to the Lien in favor of Agent granted under this Agreement.


 


“Person”
is any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization,
association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.


 


“Prepayment
Premium” shall be an additional fee payable to each Lender in an amount equal to:


 


(a)          for
a prepayment made or required to be made if otherwise due hereunder on or after the Effective Date through and including, but not
after, the date which is twelve (12) months after the Effective Date in respect of any Term Loan owing to such Lender, three percent
(3.0%) multiplied by the aggregate principal amount of such Term Loan so prepaid or required to be prepaid if otherwise
due hereunder;


 


(b)          for
a prepayment made or required to be made if otherwise due hereunder after the date which is twelve (12) months after the Effective
Date through and including, but not after, the date which is twenty-four (24) months after the Effective Date in respect of any
Term Loan owing to such Lender, two percent (2.0%) multiplied by the aggregate principal amount of such Term Loan so prepaid
or required to be prepaid if otherwise due hereunder; or


 




    	31.



    	 



    

 


(c)          for
a prepayment made or required to be made if otherwise due hereunder after the date which is twenty-four (24) months after the Effective
Date and prior to the applicable Maturity Date in respect of any Term Loan owing to such Lender, one percent (1.0%) multiplied
by the aggregate principal amount of such Term Loan so prepaid or required to be prepaid if otherwise due hereunder.


 


“Pro Rata
Share” means, as determined by Agent, with respect to each Lender, a percentage (expressed as a decimal, rounded to the
ninth decimal place) determined by dividing the amount of Term Loans held by such Lender by the aggregate amount of all
outstanding Term Loans.


 


“Required
Lenders” means Lenders having (a) more than 60% of the Term Loan Commitments of all Lenders, or (b) if such Term Loan
Commitments have expired or been terminated, more than 60% of the aggregate outstanding principal amount of the Term Loans; provided,
however, that so long as a party that is a Lender hereunder on the Effective Date does not assign any portion of its Term Loan
Commitment or Term Loan to any Person other than an Affiliate, the term “Required Lenders” shall include such
Lender (and any Affiliate to which it assigns its interests).


 


“Registered
Organization” is any “registered organization” as defined in the Code with such additions to such term as
may hereafter be made “Requirement of Law” is as to any Person, the organizational or governing documents of such Person,
and any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its
property is subject.


 


“Responsible
Officer” is any of the Chief Executive Officer and Chief Financial Officer of Borrower.


 


“Restricted
License” is any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits
or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or
any other property, or (b) for which a default under or termination of could interfere with the Lender’s right to sell any
Collateral.


 


“SBA”
is the United States Small Business Administration or any successor thereto, and any analogous Governmental Authority.


 


“Secured Promissory
Note” is defined in Section 2.6.


 


“Secured Promissory
Note Record” means a record maintained by each Lender with respect to the outstanding Obligations and credits made thereto.


 


“Securities
Account” is any “securities account” as defined in the Code with such additions to such term as may hereafter
be made.


 


“Subordinated
Debt” is indebtedness incurred by Borrower subordinated to all of Borrower’s now or hereafter indebtedness to Agent
and Lenders (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Agent
and Lenders entered into among Agent, Lenders and the other creditor), on terms acceptable to Agent and Lenders.


 


“Subsidiary”
is, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership
interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of
the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership
or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or
more intermediaries, or both, by such Person. Unless the context otherwise requires, each reference to a Subsidiary herein shall
be a reference to a Subsidiary of Borrower.


 




    	32.



    	 



    

 


“SVB”
is defined in the preamble hereof.


 


“Term Loan”
or “Term Loans” has the meaning given it in Section 2.2(a).


 


“Term Loan
Commitment” is, for any Lender, the obligation of such Lender to make a Term Loan, up to the principal amount shown on
Schedule 1.


 


“Term Loan
Commitments” is the aggregate amount of Term Loan Commitments of all Lenders.


 


“Tranche One”
is defined in Section 2.2(a).


 


“Tranche One
Term Loan Advance” is defined in Section 2.2(a).


 


“Tranche Two”
is defined in Section 2.2(a).


 


“Tranche Two
Draw Period” means the period of time commencing upon the Tranche Two Eligibility Date and continuing through the earlier
to occur of (a) December 31, 2012, and (b) an Event of Default.


 


“Tranche Two
Eligibility Date” means the date on which Agent and each Lender determine, in the sole discretion, exercised in good
faith, of Agent and each Lender, that at least one (1) of the following has occurred: (a) the BARDA Event, (b) the CMX-157 Event,
and (c) the Equity Event.


 


“Tranche Two
Term Loan Advance” and “Tranche Two Term Loan Advances” are defined in Section 2.2.


 


“Trademarks”
means any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and
like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks.


 


“Transfer”
is defined in Section 7.1.


 


“Warrant”
is that certain Warrant to Purchase Stock dated as of the Effective Date executed by Borrower in favor of SVB.


 


[Signature page follows.]


 




    	33.



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed as a sealed instrument under the laws of the Commonwealth of Massachusetts
as of the Effective Date.


 


	BORROWER:	 
	 	 	 
	CHIMERIX, INC.	 
	 	 	 
	By:	/s/ Timothy W. Trost	 
	Name:	Timothy W. Trost	 
	Title:	Senior Vice President and Chief Financial Officer	 


 


	AGENT:	 
	 	 
	MIDCAP FINANCIAL SBIC, LP	 
	By: MIDCAP FINANCIAL SBIC GP, LLC, its General Partner
	 	 	 


 


	 	 	 
	By:	/s/ Colleen S. Kovas	 
	Name:	Colleen S. Kovas	 
	Title:	Authorized Signatory	 


 


	LENDERS:
	 
	MIDCAP FINANCIAL SBIC, LP
	 
	By: MIDCAP FINANCIAL SBIC GP, LLC, its General Partner


 


	By:	/s/ Colleen S. Kovas	 
	Name:	Colleen S. Kovas	 
	Title:	Authorized Signatory	 
	 	 	 
	SILICON VALLEY BANK	 
	 	 	 
	By:	/s/ Chris T. Stoecker	 
	Name:	Chris T. Stoecker	 
	Title:	Vice President	 


 




    	 



    	 



    

 


EXHIBIT A


 


The Collateral consists
of all of Borrower’s right, title and interest in and to the following personal property:


 


All goods, Accounts
(including health-care insurance receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license
agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments
(including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit,
fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment
property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s
Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions,
attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or
all of the foregoing.


 


Notwithstanding the
foregoing, the Collateral shall not include any Intellectual Property (except as provided below), whether now owned or hereafter
acquired, except to the extent that it is necessary under applicable law to have a Lien and security interest in any such Intellectual
Property in order to have a perfected Lien and security interest in and to IP Proceeds (defined below), and for the avoidance of
any doubt, the Collateral shall include, and Agent shall have a Lien and security interest in, (i) all IP Proceeds, and (ii) all
payments with respect to IP Proceeds that are received after the commencement of a bankruptcy or insolvency proceeding. The term
“IP Proceeds” means, collectively, all cash, Accounts, license and royalty fees, claims, products, awards, judgments,
insurance claims, and other revenues, proceeds or income, arising out of, derived from or relating to any Intellectual Property
of the Borrower, and any claims for damage by way of any past, present or future infringement of any Intellectual Property of the
Borrower (including, without limitation, all cash, royalty fees, other proceeds, Accounts and General Intangibles that consist
of rights of payment to or on behalf of the Borrower and the proceeds from the sale, licensing or other disposition of all or any
part of, or rights in, any Intellectual Property by or on behalf of the Borrower).


 


Pursuant to the terms
of a certain negative pledge arrangement with Agent and Lenders, Borrower has agreed not to encumber any of its Intellectual Property
without Agent’s prior written consent, except as permitted in the Loan and Security Agreement among Borrower, Agent and Lenders.


 




    	1.



    	 



    

 


EXHIBIT B 


 


Deadline
for same day processing is NOON EASTERN TIME


 


	Fax To:	 	Date:___________________________








 


	Loan Payment:	 	 
	 	 	 
	CHIMERIX, INC.
	 	 	 
	From Account #___________________________________	 	To Account #_____________________________________
	(Deposit Account #)	 	(Loan Account #)
	 	 	 
	Principal $ ______________________________________	 	and/or Interest $_______________________________
	 	 	 
	Authorized Signature: ____________________________	 	Phone Number:_________________________
	Print Name/Title:_________________________________	 	 


 


Loan
Advance:


 


Complete Outgoing
Wire Request section below if all or a portion of the funds this loan advance are for an outgoing wire.


 


	From Account #________________________________	 	To Account #_______________________________
	(Loan Account #)	 	(Deposit Account #)
	 	 	 
	Amount of Advance $____________________________	 	 


 


 


All Borrower's representations
and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request
for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties
that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and
warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date:


 


	Authorized Signature:___________________________	 	Phone Number:___________________________
	Print Name/Title:________________________________	 	 


 


Outgoing
Wire Request:


Complete only if all
or a portion of funds from the loan advance above is to be wired.


 


Deadline for same day
processing is noon, Eastern Time


 


	Beneficiary Name:_________________________________	 	Amount of Wire: $_______________________________
	Beneficiary Bank:_________________________________	 	Account Number:________________________________
	City and State:____________________________________	 	 


 


	Beneficiary Bank Transit (ABA) #:_________________	 	Beneficiary Bank Code (Swift, Sort, Chip, etc.):____________
	 	 	
         (For
International Wire Only)



 


	Intermediary Bank:_______________________________	 	Transit (ABA) #:_________________________________
	For Further
Credit to:___________________________________________________________________________
	 	 	 
	Special Instruction:____________________________________________________________________________


 


By signing below,
I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms
and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received
and executed by me (us).


 


	Authorized Signature:______________________________	 	2nd Signature (if required):__________________________
	Print Name/Title:__________________________________	 	Print Name/Title:_________________________________
	Telephone #:____________________________________	 	Telephone #:____________________________________







 






    	1.



    	 



    
 


EXHIBIT C


 


COMPLIANCE CERTIFICATE


 


	TO:	MIDCAP FINANCIAL SBIC, LP, AS AGENT	Date:__________________________
	FROM:	CHIMERIX, INC.	 


 


The undersigned authorized
officer of Chimerix, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement
among Borrower, Lenders and Agent (the “Agreement”); (1) Borrower is in complete compliance for the period ending ____________________________
with all required covenants except as noted below; (2) there are no Events of Default that have occurred and are continuing; (3)
all representations and warranties in the Agreement and the other Loan Documents, including the Perfection Certificate, as updated
from time to time as permitted by the Agreement, are true and correct in all material respects on this date except as noted below;
provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are
qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly
referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each
of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal,
state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms
of Section 5.8 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating
to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Agent. Attached are
the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP
consistently applied from one period to the next except as explained in an accompanying letter or footnotes, except as otherwise
permitted. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower
is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate
is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.


 


Please indicate compliance
status by circling Yes/No under “Complies” column.


 


	Reporting Covenant	 	Required	 	Complies
	Monthly financial statements with 

Compliance Certificate	 	Monthly within 30 days	 	Yes   No
	 	 	 	 	 
	Annual financial statement (CPA Audited) with Compliance Certificate	 	FYE within 150 days	 	Yes   No
	 	 	 	 	 
	10-Q, 10-K and 8-K	 	Within 5 days after filing with SEC	 	Yes   No
	 	 	 	 	 
	Board Projections	 	Within 30 days after FYE or as materially revised	 	Yes   No
	 	 	 	 	 
	BA Form 468/Other Required Information	 	Annually within 90 days after FYE or as 

requested	 	Yes   No


 


The following are the
exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”)


 





 


 


	CHIMERIX, INC.	 	AGENT USE ONLY
	 	 	 	 
	 	 	 	Received by:__________________________________
	By:	      	 	AUTHORIZED SIGNER
	Name:	 	 	Date:
	Title:	 	 	Verified_____________________________________
	 	 	 	AUTHORIZED SIGNER
	 	 	 	 
	 	 	 	Date:_______________________________________
	 	 	 	Compliance Status:               Yes     No  


 




    	1.



    	 



    

 


EXHIBIT D


 


SECURED PROMISSORY
NOTE


 


	$______________________	
        Dated:___________________,
        2012

         



 


FOR VALUE RECEIVED,
the undersigned, CHIMERIX, INC., a Delaware corporation (“Borrower”) HEREBY PROMISES TO PAY to the order of ____________________
(“Lender”) the principal amount of ___________________________ DOLLARS ($__________) or such lesser amount as shall
equal the outstanding principal balance of the Term Loan made to Borrower by Lender as part of the [Tranche One Term Loan Advance][Tranche
Two Term Loan Advance] funded under the Loan Agreement referenced below on the date hereof, plus interest on the aggregate unpaid
principal amount of the Term Loan, at the rates and in accordance with the terms of the Loan and Security Agreement by and between
Borrower, MIDCAP FINANCIAL SBIC, LP, as Agent, and the Lenders as defined therein (as amended, restated, supplemented or otherwise
modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued
interest hereunder and under the Loan Agreement shall be due and payable on applicable Maturity Date for such [Tranche One Term
Loan Advance][Tranche Two Term Loan Advance] as set forth in the Loan Agreement.


 


Borrower agrees to pay
any initial partial month interest payment from the date of this Secured Promissory Note (this “Note”) to the first
Payment Date (“Interim Interest”) on the first Payment Date.


 


Principal, interest and
all other amounts due with respect to the Term Loan, are payable in lawful money of the United States of America to Lender as set
forth in the Loan Agreement and this Note. The principal amount of this Note and the interest rate applicable thereto, and all
payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached
hereto which is part of this Note.


 


The Loan Agreement, among
other things, (a) provides for the making of a secured Term Loan to Borrower, and (b) contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events.


 


This Note may not be
prepaid except as set forth in Section 2.2(c) and Section 2.2(d) of the Loan Agreement.


 


This Note and the obligation
of Borrower to repay the unpaid principal amount of the Term Loan, interest on the Term Loan and all other amounts due Lender under
the Loan Agreement is secured under the Loan Agreement.


 


Presentment for payment,
demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance
and enforcement of this Note are hereby waived.


 


Borrower shall pay all
reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by Lender in
the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due. This Note shall be
governed by, and construed and interpreted in accordance with, the laws of the Commonwealth of Massachusetts. Terms used herein
but not otherwise defined herein shall have the meaning given such terms in the Loan Agreement.


 


Note Register; Ownership
of Note. The ownership of an interest in this Note shall be registered on a record of ownership maintained by Lender or its
agent. Notwithstanding anything else in this Note to the contrary, the right to the principal of, and stated interest on, this
Note may be transferred only if the transfer is registered on such record of ownership and the transferee is identified as the
owner of an interest in the obligation. Borrower shall be entitled to treat the registered holder of this Note (as recorded on
such record of ownership) as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other
claim to or interest in this Note on the part of any other person or entity.


 




    	1.



    	 



    

 


IN WITNESS WHEREOF,
Borrower has caused this Note to be duly executed as a sealed instrument under the laws of the Commonwealth of Massachusetts by
one of its officers thereunto duly authorized on the date hereof.


 


	 	
        BORROWER: 

	 	 
	 	CHIMERIX, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	2.



    	 



    

  


EXHIBIT E - INVESTMENT
POLICY


 




    	3.



    	 



    

  


Exhibit F - SBA
Form 468


  




    	4.



    	 



    

  


SCHEDULE 1


 


LENDERS AND COMMITMENTS


	Lender	 	Term Loan Commitment	 	 	Commitment Percentage	 
	MidCap Financial SBIC, LP	 	$	9,500,000.00	 	 	 	63.33	%
	Silicon Valley Bank	 	$	5,500,000.00	 	 	 	36.67	%
	TOTAL	 	$	15,000,000.00	 	 	 	100.0	%



 




    	5.