Thomas J. Riga - 21 Apr 2025 Form 4 Insider Report for CHIMERIX INC

Footnote F1

Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 4, 2025, by and among Chimerix, Inc. ("Chimerix"), Jazz Pharmaceuticals Public Limited Company ("Parent") and Pinetree Acquisition Sub, Inc., an indirect wholly owned subsidiary of Parent ("Purchaser"). Pursuant to the Merger Agreement, Parent and Purchaser launched a tender offer (the "Offer") for all outstanding shares of common stock of Chimerix (each, a "Share") for an offer price of $8.55 per Share in cash (the "Offer Price"), without interest and subject to reduction for any applicable withholding taxes. The Offer expired at the end of the day, one minute after 11:59 p.m. Eastern Time on April 17, 2025. [continues to Footnote 2]

Footnote F2

[continues from Footnote 1] On April 21, 2025, following the filing of the certificate of merger with the Secretary of State of the State of Delaware (the "Effective Time"), Purchaser merged with and into Chimerix, with Chimerix continuing as a surviving corporation and an indirect wholly owned subsidiary of Parent (the "Merger"). At the Effective Time , each issued and outstanding Share (other than any Excluded Shares (as such term is defined in the Merger Agreement)) was cancelled in exchange for the right to receive the Offer Price, without any interest and subject to any withholding of applicable taxes.

Footnote F3

Pursuant to the Merger Agreement, each outstanding restricted stock unit award ("RSU") was cancelled and converted into the right to receive a cash payment equal to the product of (i) the Offer Price and (ii) the total number of Shares subject to such RSU immediately prior to the Effective Time. With respect to any RSUs that are subject to performance-based vesting, acceleration will occur at the greater of (i) 100% target level of performance and (ii) the actual level of performance measured in accordance with the applicable performance goals as of the date of such covered termination (or the closing of the Merger, if later).

Footnote F4

Includes 3,327 shares acquired under the Issuer's Employee Stock Purchase Plan on March 10, 2025.

Footnote F5

Pursuant to the Merger Agreement, each option to purchase Shares (each, an "Option") that was outstanding and unexercised as of immediately prior to the Effective Time, which has a per share exercise price that is less than the Offer Price (an "In the Money Option"), to the extent unvested, was accelerated and became fully vested and exercisable. Each outstanding and unexercised vested option (after giving effect to the acceleration treatment set forth in the preceding sentence) at the Effective Time was cancelled and converted into the right to receive a cash payment equal to (i) the excess of (A) the Offer Price over (B) the exercise price payable per Share of such In the Money Option, multiplied by (ii) the total number of Shares subject to such In the Money Option immediately prior to the Effective Time (without regard to vesting).