The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our unaudited consolidated
financial statements and related notes included in this Quarterly Report on Form
10-Q and the audited financial statements and notes thereto as of and for the
year ended December 31, 2021 and the related Management's Discussion and
Analysis of Financial Condition and Results of Operations, both of which are
contained in our Annual Report on Form 10-K for the year ended December 31,
2021, filed with the Securities and Exchange Commission (SEC) on March 1, 2022.
Past operating results are not necessarily indicative of results that may occur
in future periods.

Forward-Looking Statements
The information in this discussion contains forward-looking statements and
information within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the
Exchange Act), which are subject to the "safe harbor" created by those sections.
These forward-looking statements include, but are not limited to, statements
concerning our strategy, future operations, future financial position, future
revenues, projected costs, prospects and plans and objectives of management. The
words "anticipates," "believes," "estimates," "expects," "intends," "may,"
"plans," "projects," "will," "would" and similar expressions are intended to
identify forward-looking statements, although not all forward-looking statements
contain these identifying words. We may not actually achieve the plans,
intentions or expectations disclosed in our forward-looking statements and you
should not place undue reliance on our forward-looking statements. Actual
results or events could differ materially from the plans, intentions and
expectations disclosed in the forward-looking statements that we make. These
forward-looking statements involve risks and uncertainties that could cause our
actual results to differ materially from those in the forward-looking
statements, including, without limitation, the risks set forth in Part II, Item
IA, "Risk Factors" in this Quarterly Report on Form 10-Q and in our other
filings with the SEC. The forward-looking statements are applicable only as of
the date on which they are made, and we do not assume any obligation to update
any forward-looking statements.

OVERVIEW

Chimerix ("Chimerix," "we," "our," "us" or "the Company") is a biopharmaceutical
company whose mission it is to develop medicines that meaningfully improve and
extend the lives of patients facing deadly diseases. The Company is focused on
developing imipridones as a potential new class of selective cancer therapies.
The most advanced imipridone is ONC201 which is in clinical-stage development
for H3 K27M-mutant glioma as its lead indication. In addition, imipridone ONC206
is currently in dose escalating clinical trials.

Recent Developments

TEMBEXA (brincidofovir, BCV)



The FDA granted TEMBEXA tablets and oral suspension approval for the treatment
of smallpox. TEMBEXA is approved for adult and pediatric patients and is the
first and only smallpox therapy approved for neonates.

On May 16, 2022, we announced entering into an agreement with Emergent
BioSolutions, Inc. (Emergent) for the sale of TEMBEXA worldwide rights for $225
million upfront and additional milestones of up to $100 million to be paid
contingent upon the execution of additional procurement awards from Biomedical
Advanced Research and Development Authority (BARDA) following the base period.
The closing payment and the milestone payments may be adjusted based on actual
procurement value. The Company is also eligible to receive up to $12.5 million
in regulatory milestones associated with the SymBio Pharmaceuticals Ltd.
brincidofovir partnership to be assumed by Emergent. The Company may also earn a
20% royalty on future gross profit of TEMBEXA in the United States associated
with volumes above 1.7 million treatment courses of therapy during the
exclusivity period of TEMBEXA. Outside of the United States, the agreement also
allows Chimerix to earn a 15% royalty on all gross profit associated with
TEMBEXA sales during the exclusivity period of TEMBEXA on a market-to-market
basis.

Subject to the satisfaction or waiver of the closing conditions, the companies
expect the transaction may close as early as the second quarter of 2022. We are
currently in negotiation with BARDA on the terms of a TEMBEXA procurement
contract. We will continue to lead this negotiation until its conclusion. Entry
into a TEMBEXA procurement contract with BARDA is a closing condition to the
acquisition agreement with Emergent.

Imipridones - ONC201, ONC206 and ONC212



Imipridones are a potential new class of selective cancer therapies. Clinical
trials of ONC201 in glioma patients with the H3 K27M-mutation are underway at
several locations in the U.S. ONC201 is an orally administered small molecule
dopamine
                                       19

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receptor D2 (DRD2) antagonist and caseinolytic protease (ClpP) agonist for the treatment of gliomas that harbor the H3 K27M mutation.



The FDA had previously requested the Company conduct a retrospective Natural
Disease History (NDH) study of recurrent H3 K27M-mutant glioma. More recently,
we were informed that the FDA no longer expects to rely on the outcome of a NDH
study to inform a regulatory decision given the limitations inherent in NDH
studies. Therefore, the Company plans to limit further investment in this study
and will disclose the findings at a later date.

The Company has not yet requested formal feedback on a potential NDA submission
for accelerated approval, however, communication from the FDA has made it clear
that the potential for accelerated approval is more challenging than previously
anticipated.

The Company plans to initiate a Phase 3 study of ONC201 in patients who harbor
the H3 K27M-mutation. This study is designed to serve as the basis for either a
confirmatory approval or first approval. Final study design and protocols are
under review. Once agreement has been reached with the FDA, the Company will
announce the final clinical design and timeline. While acknowledging the new
regulatory sentiment against single-arm data to support accelerated approval,
the Company continues work to complete the safety database, clinical
pharmacology studies and other items to support a possible regulatory filing for
accelerated approval.

ONC201 - Results from 50 Patient Cohort of ONC201 in H3 K27M-mutant Glioma



In November 2021, we reported data from the 50-patient cohort for ONC201 for the
treatment of H3 K27M mutant glioma at the Society for Neuro-Oncology (SNO)
Annual Meetings. The BICR of the 50-patient cohort determined an overall
response rate (ORR) to be 20.0% (95% Confidence Interval (CI): 10.0-33.7%) as
determined by Response Assessment in Neuro-Oncology Criteria for High Grade
Gliomas (RANO-HGG). The median duration of response (mDOR) was 11.2 months (95%
CI: 3.8 - not reached) and the median time to response (mTTR) was 8.3 months.
The proportion of patients achieving either a RANO-HGG and/or RANO-LGG response
was 30% (95% CI: 17.9 - 44.6%). One serious adverse event considered possibly
ONC201-related by investigator was reported; however, the event was considered
unlikely ONC201-related by sponsor assessment.

ONC206 and ONC212

Phase 1 clinical trials for ONC206, our second imipridone product candidate, and IND-enabling work for our third imipridone candidate, ONC212, remain ongoing.

Dociparstat (DSTAT) for First-Line Acute Myeloid Leukemia (AML)



After evaluating a number of options to accelerate the development of DSAT, and
considering the evolving standard of care in first-line AML, Chimerix has
decided to discontinue the DSTAT program in order to allocate resources to
higher-priority oncology programs. On May 13, 2022, the Company provided Cantex
with sixty (60) days advance written notification of its intent to terminate the
License and Development Agreement related to DSTAT.

CMX521

Chimerix presented a Late Breaking Oral presentation of CMX521 at the
International Conference of Antiviral Research (ICAR) on March 23, 2022.
Promising preclinical efficacy data generated using an inhaled version of CMX521
as a potential prophylactic and treatment of SARS-CoV-2 (COVID-19) infection was
generated through a collaboration between Chimerix and the Rapidly Emerging
Antiviral Drug Development Initiative (READDI) at the University of North
Carolina at Chapel Hill (UNC). READDI itself is a global public-private
partnership founded at UNC by the UNC Eshelman School of Pharmacy, UNC School of
Medicine, Gilling School of Global Public Health, Eshelman Institute for
Innovation and the Structural Genomics Consortium. Development remains ongoing
with this collaboration.

Silicon Valley Bank Loan and Security Agreement



On January 31, 2022, we entered into a Loan and Security Agreement (the Loan
Agreement) with Silicon Valley Bank. The Loan Agreement provides for a four-year
secured revolving loan facility (the Credit Facility) in an aggregate principal
amount of up to $50.0 million. Proceeds from the Credit Facility may be used for
working capital and general corporate purposes.

We entered into the Loan Agreement to increase our financial flexibility by,
among other things, providing a non-dilutive source of capital that can be drawn
on to support our future working capital needs in light of the previously
disclosed potential entry into a sole source contract with BARDA. We view the
Credit Facility as a resource that will supplement our financial
                                       20

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position by providing an alternative source of capital that can be utilized on
an as-needed basis, for example, in advance of an anticipated (or future)
shipment of TEMBEXA treatment courses to BARDA into the U.S. Strategic National
Stockpile over the term of the Credit Facility.

Business Development Review



In addition to our transactions with Cantex Pharmaceuticals, Inc. (Cantex),
SymBio Pharmaceuticals Limited (SymBio) and Oncoceutics, Inc. (Oncoceutics),
management is continuing to conduct a review and assessment of potential
transaction opportunities with the goal of building our product candidate
pipeline, including, but not limited to, licensing, merger or acquisition
transactions, issuing or transferring shares of common stock, or the license,
purchase or sale of specific assets, in addition to other potential actions
aimed at maximizing stockholder value. There can be no assurance that this
review will result in the identification or consummation of any additional
transaction.

FINANCIAL OVERVIEW

Revenues

To date, we have not generated any revenue from product sales. All of our revenue to date has been derived from government grants and a contract and the receipt of up-front proceeds under our collaboration and license agreements.



In February 2011, we entered into a contract with BARDA, a U.S. governmental
agency that supports the advanced research and development, manufacturing,
acquisition, and stockpiling of medical countermeasures. The contract originally
consisted of an initial performance period, referred to as the base performance
segment, which ended on May 31, 2013, plus up to four extension periods,
referred to as option segments, which have all been exercised. The contract was
a cost-plus fixed fee development contract. Under the contract we received $72.5
million in expense reimbursement and $4.6 million in fees. The fourth and final
option segment ended on September 1, 2021 and the contract expired in accordance
with its terms. Under the BARDA contract, we recognized revenue of $1.2 million
during the three months ended March 31, 2021.

In September 2019, we entered into a license agreement with SymBio for worldwide
rights to develop, manufacture and commercialize TEMBEXA in all human
indications, excluding the use for treatment of orthopoxviruses, including
smallpox. Under the contract, we received a $5.0 million upfront payment in
October 2019 and could receive up to an additional $180.0 million in potential
regulatory and commercial milestones. Since the license agreement was entered
into in September 2019, we have recognized all of the $5.0 million of revenue
related to the upfront payment. Under the sale of TEMBEXA to Emergent, this
agreement will transfer to Emergent. We could receive up to $12.5 million from
Emergent in brincidofovir regulatory milestones related to the transferred
SymBio license agreement and will recognize revenue upon occurrence of the
triggering events related to those milestones.

In the future, we may generate revenue from a combination of product sales,
license fees, milestone payments and royalties from the sales of products
developed under licenses of our intellectual property. We expect that any
revenue we generate will fluctuate from quarter to quarter as a result of the
timing and amount of license fees, milestone and other payments, and the amount
and timing of payments that we receive upon the sale of our products, to the
extent any are successfully commercialized. If we fail to complete the
development of any product candidates in a timely manner or obtain regulatory
approval for them, our ability to generate future revenue, and our results of
operations and financial position, would be materially adversely affected.

Research and Development Expenses



Since our inception, we have focused our resources on our research and
development activities, including conducting preclinical studies and clinical
trials, manufacturing development efforts and activities related to regulatory
filings for our product candidates. We recognize research and development
expenses as they are incurred. Costs for certain development activities are
recognized based on an evaluation of the progress to completion of specific
tasks using information and data provided to us by our vendors. We cannot
determine with certainty the duration and completion costs of the current or
future clinical studies of any product candidates. Our research and development
expenses consist primarily of:

•fees paid to consultants and contract research organizations (CROs), including
in connection with preclinical and clinical trials, and other related clinical
trial fees, such as for investigator grants, patient screening, laboratory work,
clinical trial database management, clinical trial material management and
statistical compilation and analysis;
                                       21

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•salaries and related overhead expenses, which include stock option, restricted
stock units and employee stock purchase program compensation and benefits, for
personnel in research and development functions;
•payments to third-party manufacturers, which produce, test and package drug
substance and drug product (including continued testing of process validation
and stability);
•costs related to legal and compliance with regulatory requirements; and
•license fees for and milestone payments related to licensed products and
technologies.

The table below summarizes our research and development expenses for the periods
indicated (in thousands). Our direct research and development expenses consist
primarily of external costs, such as fees paid to investigators, consultants,
central laboratories and CROs, in connection with our clinical trials,
preclinical development, and payments to third-party manufacturers of drug
substance and drug product. We typically use our employee and infrastructure
resources across multiple research and development programs.

                                                                            

Three Months Ended March 31,


                                                                                 2022                  2021
Direct research and development expenses                                  $ 

11,344 $ 5,265 Research and development personnel costs - excluding stock-based compensation

                                                                        5,328              4,462

Research and development personnel costs - stock-based compensation

         1,903              1,377
Indirect research and development expenses                                            465                758
Total research and development expenses                                   $ 

19,040 $ 11,862





The successful development of product candidates is highly uncertain. At this
time, we cannot reasonably estimate the nature, timing or costs of the efforts
that will be necessary to complete the development of any product candidates or
the period, if any, in which material net cash inflows from any product
candidates may commence. This is due to the numerous risks and uncertainties
associated with our business, as detailed in Part II, Item IA, "Risk Factors" in
this Quarterly Report on Form 10-Q and in our other filings with the SEC.

TEMBEXA (Brincidofovir, BCV)



We developed TEMBEXA for the treatment of smallpox. FDA marketing approval for
TEMBEXA was received on June 4, 2021. Under our cost-plus-fixed fee BARDA
contract, we incurred expenses in connection with the development of
orthopoxvirus animal models, the demonstration of efficacy and pharmacokinetics
of TEMBEXA in the animal models, the conduct of clinical studies for subjects
with DNA viral infections, the manufacture and process validation of bulk drug
substance and TEMBEXA 100 mg tablets and TEMBEXA 10 mg/mL oral suspension, and
submission of the NDAs to the FDA. In addition, we have incurred additional
supportive costs for the development of TEMBEXA for smallpox that we did not
seek reimbursement for from BARDA. We have incurred costs related to the
manufacturing of TEMBEXA for a possible procurement contract. These costs were
expensed as incurred until the June approval. Following the June approval, costs
related to the manufacturing of TEMBEXA are recorded and shown as inventories on
the Consolidated Balance Sheets.

Imipridones program



In January 2021, we acquired Oncoceutics. In connection with the transaction, we
recorded $82.9 million of acquired in-process research and development expenses
for the three months ended March 31, 2021, which included $25.0 million for an
upfront payment to Oncoceutics, $43.4 million related to the fair value of
8,723,769 shares common stock issued to Oncoceutics, a $14.0 million promissory
note due on the one-year anniversary of the acquisition, and $0.3 million
related to transaction costs consisting primarily of legal and professional
fees. As we continue to develop and prepare Oncoceutics' lead compound, ONC201,
for a U.S. regulatory approval, we expect to incur significant research and
development expense. We also plan to incur development expenses in connection
with the continued development of other Oncoceutics' compounds, including ONC206
and ONC212.

Dociparstat sodium (DSTAT)

With the decision to stop development of DSTAT, we are currently in the process
of closing our Phase 3 DASH AML trial. We expect to incur costs related to this
program thru year end as we continue treatment for enrolled patients on the
trial and begin to close down clinical trial sites.
                                       22

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General and Administrative Expenses

General and administrative expenses consist primarily of salaries and related costs for employees in executive, finance, marketing, investor relations, information technology, legal, human resources and administrative support functions, including share-based compensation expenses and benefits. Other significant general and administrative expenses include costs related to accounting and legal services, costs of various consultants, director and officer liability insurance, occupancy costs and information systems.

Interest Income and Other, Net

Interest income and other, net consists primarily of interest earned on our cash, cash equivalents and short-term and long-term investments.

Share-based Compensation



The Financial Accounting Standards Board authoritative guidance requires that
share-based payment transactions with employees be recognized in the financial
statements based on their fair value and recognized as compensation expense over
the vesting period. Total consolidated share-based compensation expense of $3.7
million and $2.6 million was recognized in the three months ended March 31, 2022
and 2021, respectively. The share-based compensation expense recognized included
expense for stock options, RSUs and employee stock purchase plan purchase
rights.

We estimate the fair value of our share-based awards to employees and directors
using the Black-Scholes pricing model. This estimate is affected by our stock
price as well as assumptions including the expected volatility, expected term,
risk-free interest rate, expected dividend yield, expected rate of forfeiture
and the fair value of the underlying common stock on the date of grant.

For performance-based RSUs, we begin to recognize the expense when it is deemed probable that the performance-based goal will be achieved. We evaluate the probability of achieving performance-based goals on a quarterly basis.

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT JUDGMENTS AND ESTIMATES



Our management's discussion and analysis of financial condition and results of
operations is based on our unaudited consolidated financial statements, which
have been prepared in accordance with generally accepted accounting principles
in the United States of America (GAAP). The preparation of these consolidated
financial statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses. On an ongoing
basis, we evaluate these estimates and judgments. We base our estimates on
historical experience and on various assumptions that we believe to be
reasonable under the circumstances. These estimates and assumptions form the
basis for making judgments about the carrying values of assets and liabilities
and the recording of revenues and expenses that are not readily apparent from
other sources. Actual results and experiences may differ materially from these
estimates. In addition, our reported financial condition and results of
operations could vary if new accounting standards are enacted that are
applicable to our business.

We discussed accounting policies and assumptions that involve a higher degree of
judgment and complexity in Note 1 to our consolidated financial statements in
our Annual Report on Form 10-K for the year ended December 31, 2021 filed with
the SEC on March 1, 2022. There have been no material changes during the three
months ended March 31, 2022 to our critical accounting policies, significant
judgments and estimates disclosed in our Annual Report on Form 10-K for the year
ended December 31, 2021.

                                       23

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RESULTS OF OPERATIONS

Comparison of the Three Months Ended March 31, 2022 and March 31, 2021

The following table summarizes our results of operations for the three months ended March 31, 2022 and March 31, 2021, together with the changes in those items (in thousands, except percentages):




                                                    Three Months Ended March 31,              Dollar Change              % Change
                                                      2022                  2021                        Increase/(Decrease)
Revenues:
Contract and grant revenue                     $             -          $    1,433          $       (1,433)                   (100.0) %
Licensing revenue                                           15                   2                      13                     650.0
Total revenues                                              15               1,435                  (1,420)                    (99.0) %
Cost of goods sold                                         114                   -                     114                            *
Gross Profit                                               (99)              1,435                  (1,534)                   (106.9) %
Operating expenses:
Research and development                                19,040              11,862                   7,178                      60.5  %
General and administrative                               5,632               4,136                   1,496                      36.2  %
Acquired in-process research and
development                                                  -              82,890                 (82,890)                   (100.0) %
Total operating expenses                                24,672              98,888                 (74,216)                    (75.1) %
Loss from operations                                   (24,771)            (97,453)                 72,682                     (74.6) %
Other income:

Interest income and other, net                               4                  38                     (34)                    (89.5) %
Net loss                                       $       (24,767)         $  (97,415)         $       72,648                     (74.6) %


*Not meaningful or not calculable

Contract and Licensing Revenue

For the three months ended March 31, 2022, total contract and licensing revenue decreased to $15,000 compared to $1.4 million for the three months ended March 31, 2021. The decrease of $1.4 million, or 99.0%, is primarily attributable to the conclusion of our development contract with BARDA.

Cost of Goods Sold



For the three months ended March 31, 2022, cost of goods sold was $0.1 million
and for the three months ended March 31, 2021 we did not record any cost of
goods sold. The increase of $0.1 million is attributable to the write-off of
inventory deemed nonsalable.

Research and Development Expenses



For the three months ended March 31, 2022, our research and development expenses
increased to $19.0 million compared to $11.9 million for the three months ended
March 31, 2021. The increase of $7.2 million, or 60.5%, is primarily related to
the following:

•an increase of $7.8 million in research and development expenses primarily
related to ongoing development of ONC201 related to manufacturing of drug
substance, clinical trial and regulatory support;
•an increase of $1.4 million in compensation expenses, of which $0.5 million is
related to non-cash stock compensation, to support development of our current
pipeline; offset by
•a decrease of $1.2 million in brincidofovir development expenses with the
approval of TEMBEXA in June 2021;
•a decrease of $0.7 million in DSTAT development costs.
                                       24

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General and Administrative Expenses

For the three months ended March 31, 2022, our general and administrative expenses increased to $5.6 million compared to $4.1 million for the three months ended March 31, 2021. The increase of $1.5 million, or 36.2%, is primarily related to the following:



•an increase of $0.7 million in legal, professional, and operational expenses;
•an increase of $0.6 million in compensation expenses, primarily related to
non-cash stock compensation expense; and
•an increase of $0.2 million in ongoing stability expenses related to TEMBEXA in
June 2021.

Acquired In-process Research and Development Expenses



In connection with our acquisition of Oncoceutics in January 2021, we recorded a
total of $82.9 million of acquired in-process research and development expenses
for the three months ended March 31, 2021, which included $82.6 million of
in-process research and development assets expensed and $0.3 million of
transaction costs. We paid consideration including an upfront payment of $25.0
million to Oncoceutics, $43.4 million related to the fair value of the 8,723,769
shares of common stock issued to Oncoceutics, and a $14.0 million promissory
note due on the one-year anniversary of the acquisition.

Interest Income and Other, Net



For the three months ended March 31, 2022, our interest income and other, net
decreased to $4,000 compared to $38,000 for the three months ended March 31,
2021. This decrease is primarily attributable to loan fee amortization
offsetting interest earned.

LIQUIDITY AND CAPITAL RESOURCES



As of March 31, 2022, we had capital available to fund operations of
approximately $53.4 million. Cash in excess of immediate requirements is
invested in accordance with our investment policy, primarily with a view to
liquidity and capital preservation. We have incurred losses since our inception
in 2000 and as of March 31, 2022, we had an accumulated deficit of $910.4
million. We may continue to incur losses for the foreseeable future. The size of
our losses will depend, in part, on the rate of future expenditures and our
ability to generate revenues.

On August 10, 2020, we entered into an Open Market Sale AgreementSM (the
Jefferies Sales Agreement) with Jefferies LLC, as agent, pursuant to which we
may offer and sell, from time to time through Jefferies, up to $75 million of
shares of our common stock. Sales of our common stock made pursuant to the
Jefferies Sales Agreement, if any, will be made under our shelf registration
statement on Form S-3 (File No. 333-244146), which was declared effective by the
SEC on August 17, 2020. As of March 31, 2022, we have not sold any shares of our
common stock under the Jefferies Sales Agreement.

On January 20, 2021, we entered into an underwriting agreement (the Underwriting
Agreement) with Jefferies LLC and Cowen and Company, LLC, as representatives of
the several underwriters named therein (collectively, the Underwriters),
relating to the issuance and sale of 11,765,000 shares (the Shares) of our
common stock. The price to the public in this offering was $8.50 per share, and
the Underwriters agreed to purchase the Shares from us pursuant to the
Underwriting Agreement at a price of $7.99 per share. Under the terms of the
Underwriting Agreement, we granted the Underwriters a 30-day option to purchase
up to 1,764,750 additional shares of our common stock at the public offering
price. The net proceeds to us from this offering were approximately $107.8
million, as the Underwriters' option to purchase additional shares was exercised
in full, after deducting underwriting discounts and commissions and estimated
offering expenses payable by us. The offering closed on January 25, 2021.

On May 6, 2021, we filed an automatic shelf registration statement on Form S-3
with the SEC (the 2021 Shelf Registration Statement), which became effective
upon filing, pursuant to which we registered for sale an unlimited amount of any
combination of our common stock, preferred stock, debt securities, warrants,
rights and/or units from time to time and at prices and on terms that we may
determine, so long as we continue to satisfy the requirements of a "well-known
seasoned issuer" under SEC rules. However, since we no longer qualify as a
well-known seasoned issuer, on March 1, 2022, we filed two post-effect
amendments to the 2021 Shelf Registration Statement to convert it to a
non-automatic shelf registration statement that we are eligible to use. The
amendment to the 2021 Shelf Registration Statement to convert to a non-automatic
shelf registration was declared effective by the SEC on May 2, 2022 and enables
us to offer for sale, from time to time, in one or more offerings, $250 million,
in the aggregate, of common stock, preferred stock, debt securities, warrants,
right. The 2021 Shelf Registration Statement will remain in effect for up to
three years from the date it initially became effective. As of March 31, 2022,
no sales have been made under the 2021 Shelf Registration Statement.
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On January 31, 2022, we entered into a Loan and Security Agreement (the Loan
Agreement) with Silicon Valley Bank. The Loan Agreement provides for a four-year
secured revolving loan facility (the Credit Facility) in an aggregate principal
amount of up to $50.0 million. Proceeds from the Credit Facility may be used for
working capital and general corporate purposes. Reference the section headed
"Recent Developments" above for additional information.

On May 15, 2022, we entered into an agreement to sell TEMBEXA to Emergent for
$225 million upfront. Subject to the satisfaction or waiver of the closing
conditions, we expect this transaction may close as early as the second quarter
of 2022. We remain in negotiations with BARDA on the terms of a TEMBEXA
procurement contract, which we also expect to complete in the second quarter of
2022.

We cannot assure that adequate funding will be available on terms acceptable to
us, if at all. Any additional equity financings will be dilutive to our
stockholders and any additional debt may involve operating covenants that may
restrict our business. If adequate funds are not available through these means,
we may be required to curtail significantly one or more of our research or
development programs, and any launch and other commercialization expenses for
any of our products that may receive marketing approval. We cannot assure you
that we will successfully develop or commercialize our products under
development or that our products, if successfully developed, will generate
revenues sufficient to enable us to earn a profit.

We believe that our expected cash flow from sale of TEMBEXA, existing cash, cash
equivalents, and investments will enable us to fund our current operating
expenses and capital requirements for at least the next 12 months. However,
changing circumstances beyond our control may cause us to consume capital more
rapidly than we currently anticipate.

Cash Flows



The following table sets forth the significant sources and uses of cash for the
period (in thousands):
                                                                        Three Months Ended March 31,
                                                                         2022                    2021
Cash sources and uses:
Net cash used in operating activities                             $       (23,447)         $     (37,896)
Net cash provided by (used in) investing activities                        53,467                (88,716)
Net cash (used in) provided by financing activities                       (13,460)               111,703
Net increase (decrease) in cash and cash equivalents              $        

16,560 $ (14,909)





The table above sets forth the net decrease or increase in cash and cash
equivalents alone and not the change in our total capital available to fund
operations, which also includes short-term and long-term investments. Cash and
cash equivalents includes cash on hand and securities with original maturities
of 90 days or less.

Operating Activities

Net cash used in operating activities of $23.4 million for the three months
ended March 31, 2022 was primarily the result of our $24.8 million net loss and
the change in operating assets and liabilities offset by the add-back of
non-cash adjustments. The change in operating assets and liabilities includes an
increase in prepaid expenses and other assets of $1.0 million, a decrease of
$0.9 million in accounts payable and accrued liabilities and an increase in
inventories of $0.6 million. Non-cash expenses included add-backs of $3.7
million for share-based compensation and $0.1 million of amortization of
discount/premium on investments. Net cash used in operating activities of $37.9
million for the three months ended March 31, 2021 was primarily the result of
our $97.4 million net loss and the change in operating assets and liabilities,
partially offset by the add-back of non-cash expenses. The change in operating
assets and liabilities includes an increase in prepaid expenses and other assets
of $0.3 million, an increase in accounts receivable of $0.2 million and a
decrease of $0.3 million in accounts payable and accrued liabilities. Non-cash
expenses included add-backs of $43.4 million for the fair value of common stock
issued in relation to the Oncoceutics acquisition, $14.0 million for the note
payable due on the one-year anniversary of the Oncoceutics acquisition, $2.6
million for share-based compensation, $0.1 million of depreciation of property
and equipment and $0.1 million of amortization of discount/premium on
investments.

Investing Activities



Net cash provided by investing activities of $53.5 million for the three months
ended March 31, 2022 was primarily the result of the maturity of $51.0 million
in short-term investments and the sale of $7.7 million in short-term
investments, offset by the purchase of $5.3 million in short-term investments.
Net cash used in investing activities of $88.7 million for the three months
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ended March 31, 2021 was primarily the result of the purchase of $91.9 million in short-term investments and the purchase of $7.6 million in long-term investments, partially offset by the maturity of $8.9 million in short-term investments and the sale of $2.0 million in short-term investments.

Financing Activities



Net cash used by financing activities of $13.5 million for the three months
ended March 31, 2022 was primarily the result of the $14.0 million payment of
the note payable related to the Oncoceutics acquisition and the payment of $0.1
million of debt issuance costs, partially offset by $0.7 million in proceeds
from the exercise of stock options and stock purchases through our ESPP. Net
cash provided by financing activities of $111.7 million for the three months
ended March 31, 2021 was primarily the result of $107.8 million in proceeds from
the issuance of common stock and $3.9 million in proceeds from the exercise of
stock options and stock purchases through our ESPP.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS



There have been no material changes to our contractual obligations and
commitments outside the ordinary course of business from those disclosed under
the heading "Management's Discussion and Analysis of Financial Condition and
Results of Operations-Contractual Obligations and Commitments" as contained in
our Annual Report on Form 10-K for the year ended December 31, 2021 filed by us
with the SEC on March 1, 2022.

Off-Balance Sheet Arrangements

During the periods presented, we did not have, nor do we currently have, any off-balance sheet arrangements as defined under SEC rules.


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