First Amendment to Loan and Security Agreement, dated November 21, 2023, by and between the Registrant and Silicon Valley Bank

THIS FIRST AMENDMENT to Loan and Security Agreement (this “Agreement”) is entered into as of November 21, 2023, by and between Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“Bank”) and Chimerix, Inc., a Delaware corporation (“Borrower”).

Now, Therefore, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1.Definitions. Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Loan Agreement.

1.1Section 1.1 (Revolving Line). Subsection 1.1(a) of Section 1.1 of the Loan Agreement hereby is amended and restated in its entirety, to read as follows:

“(a)    Availability. Subject to the terms and conditions of this Agreement (including the terms and conditions of Section 1.7 hereof), Bank shall make Advances not exceeding the Revolving Line. Amounts borrowed under the Revolving Line may be prepaid or repaid as set forth on Schedule I hereto.”

1.2Section 1.7 (Overadvances). Section 1.7 of the Loan Agreement hereby is amended and restated in its entirety, to read as follows:

“1.7    Overadvances. If, at any time, (i) the sum of the aggregate outstanding principal amount of the Advances, exceeds the Revolving Line or (ii) Borrower fails to maintain unrestricted cash at Bank in an amount that is at all times equal to or greater than the greater of (a) one and one-half times (1.5x) the outstanding principal balance under the Revolving Line or (b) the outstanding principal balance under the Revolving Line plus trailing six (6) month Cash Burn for the most recently ended month, each as determined by Bank in its reasonable business discretion, Borrower shall immediately pay to Bank in cash the amount of such excess (such excess, the “Overadvance”). Without limiting Borrower’s obligation to repay Bank any Overadvance, Borrower shall pay Bank interest on the outstanding amount of any Overadvance, on demand, at a rate per annum equal to the rate that is otherwise applicable to Advances plus three percent [*].”

1.3Section 1.9 (Fees). Subsection 1.9(d) of Section 1.9 of the Loan Agreement hereby is amended and restated in its entirety, to read as follows:

“(d)    Unused Revolving Line Facility Fee. Payable quarterly in arrears on the last calendar day of the calendar quarter occurring prior to the Revolving Line Maturity Date, and on the Revolving Line Maturity Date, a fee (the “Unused Revolving Line Facility Fee”) in an amount equal to thirty-five hundredths of one percent (0.35%) per annum of the average unused portion of the Revolving Line, as determined by Bank, computed on the basis of a year with the applicable number of days as set forth in Section 1.8(e), which shall be fully earned and non-refundable as of such date. The unused portion of the Revolving Line, for purposes of this calculation, shall be calculated on a calendar year basis and shall equal the difference between (i) the Revolving Line, and (ii) the average for the period of the daily closing balance of the Revolving Line outstanding. Notwithstanding the foregoing, Borrower shall not be required to pay the Unused Revolving Line Facility for the fiscal quarters ended March 31, 2023, June 30, 2023, and September 30, 2023.”

1.4Section 2.1 (Conditions Precedent to Initial Credit Extension). Subsection 2.1(h) of Section 2.1 of the Loan Agreement hereby is amended and restated in its entirety, to read as follows:

1.5Section 2.2 (Conditions Precedent to all Credit Extensions). Section 2.2 of the Loan Agreement hereby is amended and restated in its entirety, to read as follows:

“2.2    Conditions Precedent to all Credit Extensions. Bank’s obligation to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent:

(a)    receipt of Borrower’s Credit Extension request and the related materials and documents as required by and in accordance with Section 1.13;

(b)    the representations and warranties in this Agreement shall be true and correct in all material respects as of the date of any Credit Extension request and as of 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 and correct in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true and correct 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 and correct in all material respects as of such date;

(c)    a Material Adverse Change shall not have occurred and be continuing; and

(d)    within ten (10) Business Days prior to the date of any Credit Extension, to the extent not delivered in accordance with Sections 5.3(c) and 5.3(d) hereof, receipt of Borrower’s company prepared consolidated and, if applicable, consolidating balance sheet and income statement covering Borrower’s consolidated, and if applicable, Borrower’s and each of its Subsidiary’s, operations for the month ending at least thirty (30) days prior to such date, in a form reasonably acceptable to Bank, together with a duly completed Compliance Statement.”

1.6Section 4.3 (Accounts Receivable; Inventory). Section 4.3 of the Loan Agreement hereby is amended and restated in its entirety, to read as follows:

1.7Section 5.3 (Financial Statements, Reports). Subsections 5.3(a) and 5.3(b) of Section 5.3 of the Loan Agreement hereby are amended and restated in their entirety, to read as follows:

1.8Section 5.4 (Accounts Receivable). Section 5.4 of the Loan Agreement hereby is amended and restated in its entirety, to read as follows:

1.9Section 5.7 (Access to Collateral; Books and Records). Section 5.7 of the Loan Agreement hereby is amended and restated in its entirety, to read as follows:

“5.7    Reserved.”

1.10Section 5.9 (Accounts). Subsection 5.9(a) of Section 5.9 of the Loan Agreement hereby is amended and restated in its entirety, to read as follows:

“(a)    Maintain account balances in Borrower’s, any of its Subsidiaries’, and any Guarantor’s operating accounts and depository accounts at or through Bank representing at least thirty percent (30%) of the Dollar Equivalent value of all deposit account balances of Borrower, its Subsidiaries and any Guarantors, on a consolidated basis, at all financial institutions.”

1.11Section 5.10 (Financial Covenants). Section 5.10 of the Loan Agreement hereby is amended and restated in its entirety, to read as follows:

“5.10    Reserved.”

1.12Section 12.1 (Accounting and Other Terms). Subsection (a) of Section 12.1 of the Loan Agreement hereby is amended and restated in its entirety, to read as follows:

“(a)    Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP (except for with respect to unaudited financial statements for the absence of footnotes and subject to year-end audit adjustments), provided that if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower or Bank shall so request, Borrower and Bank shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) Borrower shall provide Bank financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. ”

1.13Section 12.2 (Definitions). The following terms and their respective definitions set forth in Section 12.2 of the Loan Agreement hereby are amended and restated in their entirety and replaced with the following:

“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.

1.14Section 12.2 (Definitions). The following terms and their respective definitions set forth in Section 12.2 of the Loan Agreement hereby are deleted in their entirety:

“ABPO”; “Availability Amount”; “BARDA Procurement Contract”; “Borrowing Base”; “Borrowing Base Statement”; “Cash Collateral Account”; “CLIN”, “Eligible Accounts”; “Eligible Purchase Orders”; “Liquidity”; “Reserves”; “Streamline Balance”; “Streamline Period”.

1.15Exhibit A (Compliance Statement). Exhibit A of the Loan Agreement hereby is replaced in its entirety by Exhibit A attached hereto.

1.16Schedule I (LSA Provisions). Schedule I of the Loan Agreement hereby is replaced in its entirety with Schedule I attached hereto.

3.Limitation of Agreement.

4.Representations and Warranties. Borrower represents and warrants to Bank as follows:

5.Prior Agreement. Except as set forth in Section 6 below, the Loan Documents are hereby ratified and reaffirmed and shall remain in full force and effect. This Agreement is not a novation and the terms and conditions of this Agreement shall be in addition to and supplemental to all terms and conditions set forth in the Loan Documents. In the event of any conflict or inconsistency between this Agreement and the terms of such documents, the terms of this Agreement shall be controlling, but such document shall not otherwise be affected or the rights therein impaired.

6.Updated Perfection Certificate. In connection with this Agreement, Borrower has delivered an updated Perfection Certificate (the “Updated Perfection Certificate”). Borrower and Bank acknowledge and agree that, from and after the date of this Agreement, each reference in the Loan Documents to the “Perfection Certificate” shall be deemed to be a reference to the Updated Perfection Certificate. Borrower acknowledges, confirms and agrees the disclosures and information Borrower provided to Bank in the Updated Perfection Certificate have not changed as of the date hereof.

7.Integration. This Agreement and 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 this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.

8.Counterparts. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

9.Effectiveness. This Agreement shall be deemed effective upon (a) the due execution and delivery to Bank of (i) this Agreement by each party hereto, (ii) the Updated Perfection Certificate, and (iii) a duly executed Control Agreement with JPMorgan Chase Bank, N.A., and (b) Borrower’s payment of all Bank Expenses due and owing as of the date hereof, which may be debited from any of Borrower’s accounts at Bank.

10.Miscellaneous.

11.Governing Law. This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of California.

In Witness Whereof, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first written above.

Date: ______________________

TO: SILICON VALLEY BANK, a division of First-Citizens Bank & Trust Company    

FROM: CHIMERIX, INC.

Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, modified, supplemented and/or restated from time to time, the “Agreement”), Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.

Accounts:

1.Borrower’s total balance, including cash, in accounts in the name of Borrower, its Subsidiaries and any Guarantors maintained with Bank or Bank’s Affiliates: $________________

2.Total aggregate balance, including cash, of Borrower at all institutions wherever located: $_______________

3.Is Borrower’s , its Subsidiaries and any Guarantor’s aggregate balance, including cash, in accounts in the name of Borrower, its Subsidiaries or any Guarantors maintained with Bank or Bank’s Affiliates greater than or equal to 30% of the total aggregate balance, including cash, of Borrower, its Subsidiaries and any Guarantors at all institutions wherever located?

Yes, in compliance ______________        No, not in compliance ____________

4.Institutions (other than Bank) where Borrower maintains accounts and balances in such accounts:

Yes, in compliance ______________        No, not in compliance ____________

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