ContractChimerix Inc • January 30th, 2013 • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
ContractChimerix Inc • January 30th, 2013 • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
CONSULTING AGREEMENTConsulting Agreement • January 30th, 2013 • Chimerix Inc • Pharmaceutical preparations • North Carolina
THIS Consulting Agreement (the "Agreement") is made as of February 7, 2012 (the "Effective Date"), by and between Chimerix, Inc., a Delaware corporation (the "Company"), and Synergee LLC, a limited liability corporation organized under the laws of New Jersey (the "Consultant").
LEASE AGREEMENTLease Agreement • January 30th, 2013 • Chimerix Inc • Pharmaceutical preparations • North Carolina
THIS LEASE (this “Lease”) is made as of this 1st day of September 2008, between Biopharm Properties, LLC (“Landlord”) and Chimerix, Inc. (“Tenant”). In consideration of the mutual promises and representations in this Lease, the Landlord and Tenant agree as follows:
CONSULTING AGREEMENTConsulting Agreement • January 30th, 2013 • Chimerix Inc • Pharmaceutical preparations • North Carolina
This Consulting Agreement (the “Agreement”) is made as of August 12, 2011 (the “Effective Date”), by and between CHIMERIX, INC., a Delaware corporation (the “Company”), and EPD Pharma Solutions, LLC, Dr. J. Michael Grindel, an individual (the “Consultant”).
COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT by and between MERCK SHARP & DOHME CORP. and CHIMERIX, INC.Collaboration and Exclusive License Agreement • January 30th, 2013 • Chimerix Inc • Pharmaceutical preparations • New York
THIS COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT (“Agreement”), effective as of July 23, 2012 (the “Effective Date”), is made by and between MERCK SHARP & DOHME CORP., a corporation organized and existing under the laws of New Jersey, (“Merck”) and CHIMERIX, INC., a corporation organized and existing under the laws of the State of Delaware (“Chimerix”).
CONSULTING AGREEMENTConsulting Agreement • January 30th, 2013 • Chimerix Inc • Pharmaceutical preparations • North Carolina
This Consulting Agreement (the “Agreement”) is made as of January 1, 2013 (the “Effective Date”), by and between Chimerix, Inc., a Delaware corporation (the “Company”), and EPD Pharma Solutions, LLC, (the “Consultant”).
amended and restated INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 30th, 2013 • Chimerix Inc • Pharmaceutical preparations • Delaware
This Amended and Restated Investor Rights Agreement (the “Agreement”) is entered into as of February 7, 2011, by Chimerix, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A, each of which is herein referred to as an “Investor.”
OFFICE LEASE WITH Chimerix, Inc.Office Lease • January 30th, 2013 • Chimerix Inc • Pharmaceutical preparations • North Carolina
THIS OFFICE LEASE (“Lease”) is made and entered into as of the 1st day of September, 2007, by and between ACP 2505 Meridian LLC (“Landlord”), a Delaware limited liability company, and Chimerix, Inc. (“Tenant”), a Delaware corporation.
LICENSE AGREEMENT BETWEEN CHIMERIX, INC AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR CASE NO [...***...] CASE NO [...***...] CASE NO [...***...]License Agreement • January 30th, 2013 • Chimerix Inc • Pharmaceutical preparations • California
This agreement (“Agreement”) is made by and between Chimerix, Inc. a Delaware corporation having an address at 14024 Rue Saint Raphael, Del Mar, CA 92014 (“LICENSEE”) and The Regents Of The University of California, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 (“UNIVERSITY”), represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer & Intellectual Property Services, Mail-code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 (“UCSD”). LICENSEE and UNIVERSITY may each be referred to herein as a “Party” or collectively as the “Parties.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 30th, 2013 • Chimerix Inc • Pharmaceutical preparations • Massachusetts
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:
Re: Employment AgreementIndemnification Agreement • January 30th, 2013 • Chimerix Inc • Pharmaceutical preparations • North Carolina
This letter is to confirm our understanding with respect to your employment by Chimerix, Inc. (the “Company”). The terms and conditions agreed to in this letter are hereinafter referred to as the “Agreement”. In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, we have agreed as follows:
CHIMERIX, INC. WARRANT TO PURCHASE STOCKChimerix Inc • January 30th, 2013 • Pharmaceutical preparations • Delaware
This Warrant is issued as one of a series of warrants (the “Series F Warrants”) pursuant to the Series F Preferred Stock and Warrant Purchase Agreement dated as of the date hereof among the Company and the Investors listed on Schedule A thereto (the “Purchase Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings given them in the Purchase Agreement.
