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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, 2020 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,
2020, filed with the Securities and Exchange Commission (SEC) on February 25,
2021. 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.

PREVIEW

Chimerix is a biopharmaceutical company whose mission it is to develop medicines
that meaningfully improve and extend the lives of patients facing deadly
diseases. In June 2021, the U.S. Food and Drug Administration (FDA) approved
TEMBEXA (brincidofovir) for the treatment of smallpox as a medical
countermeasure. Our two most advanced clinical-stage development programs are
ONC201 and dociparstat sodium (DSTAT). ONC201 is in development for recurrent H3
K27M-mutant glioma. DSTAT is in Phase 3 development as a potential first-line
therapy in acute myeloid leukemia (AML).

Recent developments

TEMBEXA (brincidofovir, BCV)

On June 4, 2021, the FDA granted TEMBEXA approval for the treatment of smallpox.
TEMBEXA is available in tablets and oral suspension. It is approved for adult
and pediatric patients, including neonates. TEMBEXA was developed as a medical
countermeasure for the treatment of smallpox under an ongoing collaboration with
Biomedical Advanced Research and Development Authority (BARDA). On July 19,
2021, the FDA confirmed that, following the recent approval, TEMBEXA is entitled
to seven years' orphan exclusivity for the treatment of smallpox beginning with
the June 4, 2021 marketing approval. In addition to orphan exclusivity, TEMBEXA
patent coverage is expected to extend to 2034.

TEMBEXA potentially fills an important role as a treatment countermeasure to
smallpox; it has a differentiated mechanism of action, a relatively high barrier
to resistance and available evidence suggests it can be used in patients who
have received the other FDA approved smallpox antiviral treatment. In September,
an article was published in the peer review journal, Antiviral Research,
providing a thorough assessment of TEMBEXA as a medical counter measure for
smallpox.

By year-end, we expect to complete initial TEMBEXA drug product manufacturing in
order to execute first shipments to the strategic national stockpile in response
to a potential procurement contract to support national preparedness in the
United States.

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. Based on discussions with the FDA, we plan to
integrate data from the ongoing ONC201 clinical studies into a registration
cohort, along with a natural history study and other supporting clinical
pharmacological data and CMC with the potential for New Drug Application (NDA)
submission seeking accelerated approval.
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ONC201 – Results of a cohort of 50 patients with ONC201 in recurrent H3 K27M-mutant glioma

On November 4, 2021, we reported top-line results from the blinded independent
central review (BICR) efficacy analysis. The efficacy analysis by BICR of the 50
patient cohort determined the 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 cohort for a potential registration of ONC201 was comprised of the first 50
patients enrolled across five ONC201 clinical studies that met certain criteria.
These patients were two years of age or older, had measurable diffuse midline
glioma, harbored the H3 K27M mutation and had evidence of progression following
prior therapy with at least radiation completed at least 90 days prior to
enrollment, among certain other criteria.

One serious adverse event identified by an investigator was possibly related to
ONC201. Full safety data collection and analysis for this cohort is ongoing.
Prior safety review of ONC201 identified the most commonly reported adverse
events (AEs) as nausea/vomiting, fatigue and decreased lymphocyte counts.

This data along with other supportive clinical data from the ONC201 clinical
studies, a natural history evaluation, other supporting clinical pharmacology
data and chemistry, manufacturing and controls (CMC) support will be compiled
for review with the U.S. FDA in 2022.

In accordance with the terms of the merger agreement between Chimérix and
Oncoceutics, Inc., reaching the ORR of 20% via BICR will result in a milestone payment of $ 20 million to the former shareholders of Oncoceutics, Inc. to be paid before the end of the year.

ONC206 and ONC212

Phase 1 clinical trials for ONC206, our second imipridone product candidate, and work to enable IND for our third imipridone candidate, ONC212, are still ongoing.

Dociparstat for first-line acute myeloid leukemia (AML)

During 2020, we conducted an end of Phase 2 meeting with the FDA related to our
development of DSTAT in AML, which informed the design of the Phase 3 trial. We
are currently enrolling in our 570-subject Phase 3 Dociparstat in AML with
Standard Chemotherapy (DASH AML) study of DSTAT for the treatment of AML. The
multicenter, randomized, double-blind, placebo-controlled, parallel-group study
will evaluate the efficacy and safety of DSTAT in combination with standard
intensive induction and consolidation chemotherapy for the treatment of
newly-diagnosed AML patients. Chimerix expects to unblind data following
enrollment of the first 80 evaluable patients in this study to assess complete
response rates and minimal residual disease rates between the study arm and the
control arm. To date, enrollment of this study has proceeded more slowly than
expected due to hospital staffing shortages related to COVID-19. We expect to
complete enrollment of the first 80 evaluable patients in the second half of
2022.

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 income from product sales. All of our revenue to date has come from government grants and contract and receipt of initial products under our collaboration and licensing agreements.

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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 $0.1 million
and $1.6 million during the three months ended September 30, 2021 and 2020,
respectively, and we recognized revenue of $1.6 million and $4.2 million during
the nine months ended September 30, 2021 and 2020, respectively.

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. The revenue from regulatory and commercial
milestones and royalties from net sales will be recognized upon occurrence of
the triggering events.

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 costs

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;
•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.

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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 

September 30, Nine months ended September 30,

                                                        2021                2020               2021                2020
Direct research and development expenses            $    7,296          $   5,943          $   19,169          $  15,151
Research and development personnel costs -
excluding stock-based compensation                       4,081              2,770              13,171              8,286
Research and development personnel costs -
stock-based compensation                                 1,853                625               4,995              2,090
Indirect research and development expenses                 590                680               2,145              2,018
Total research and development expenses             $   13,820          $  

10,018 $ 39,480 $ 27,545



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 inventory 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)

As we continue to focus on the development of DSTAT for the treatment of patients with AML, we expect research and development spending to increase with ongoing and planned clinical trials. We are currently recruiting our Phase 3 DASH AML trial.

General and administrative expenses

General and administrative expenses mainly include salaries and related costs of employees in executive, finance, marketing, investor relations, information technology, legal resources, human resources and administrative support functions. , including compensation expense and share-based benefits. Other significant general and administrative costs include costs related to accounting and legal services, the costs of various consultants, directors ‘and officers’ liability insurance, occupancy costs and information systems.

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Interest and other income, net

Net interest and other income consists primarily of interest earned on our cash, cash equivalents, and short 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 $3.4
million and $1.3 million was recognized in the three months ended September 30,
2021 and 2020, respectively, and $9.1 million and $4.0 million was recognized in
the nine months ended September 30, 2021 and 2020, 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 PSUs, we begin recording the expense when it is considered probable that the performance-based objective will be achieved. We assess the likelihood of meeting performance targets 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 accounting principles generally accepted
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, 2020 filed with
the SEC on February 25, 2021. There have been no material changes during the
nine months ended September 30, 2021 to our critical accounting policies,
significant judgments and estimates disclosed in our Annual Report on Form 10-K
for the year ended December 31, 2020.

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RESULTS OF OPERATIONS

Comparison of the three completed months September 30, 2021 and September 30, 2020

The following table summarizes our results of operations for the three months
ended September 30, 2021 and September 30, 2020, together with the changes in
those items (in thousands, except percentages):

                                                Three Months Ended September 30,          Dollar Change              % Change
                                                    2021                2020                        Increase/(Decrease)
Revenues:
Contract and grant revenue                     $       105          $    1,591          $       (1,486)                    (93.4) %
Licensing revenue                                        2                  18                     (16)                    (88.9)
Total revenues                                         107               1,609                  (1,502)                    (93.3) %
Operating expenses:
Research and development                            13,820              10,018                   3,802                      38.0  %
General and administrative                           4,887               3,151                   1,736                      55.1  %

Total operating expenses                            18,707              13,169                   5,538                      42.1  %
Loss from operations                               (18,600)            (11,560)                 (7,040)                     60.9  %
Other income:

Interest income and other, net                          40                 149                    (109)                    (73.2) %
Net loss                                       $   (18,560)         $  (11,411)         $       (7,149)                     62.7  %


Revenue from contracts and licenses

For the three months ended September 30, 2021, total contract and licensing
revenue decreased to $0.1 million compared to $1.6 million for the three months
ended September 30, 2020. The decrease of $1.5 million, or 93.3%, is primarily
attributable to a decrease in reimbursable expenses under our contract with
BARDA.

Research and development costs

For the three months ended September 30, 2021, our research and development expenses increased to $ 13.8 million compared to $ 10.0 million for the three months ended September 30, 2020. The raise of $ 3.8 million, or 38.0%, is mainly related to the following:

•an increase of $4.8 million in research and development expenses related to our
ongoing clinical trials in patients, preparation of data for the efficacy
analysis by Blinded Independent Central Review of ONC201 in recurrent H3
K27M-mutant glioma patients, and the development and manufacture of ONC201 and
ONC206 drug substance and drug product; and
•an increase of $2.5 million in compensation expenses, of which $1.2 million is
related to non-cash stock compensation, to support development of our current
pipeline; offset by
•a decrease of $2.4 million in brincidofovir development expenses with the
approval of TEMBEXA in June 2021;
•a decrease of $1.1 million in DSTAT development costs primarily related to
curtailment of the Phase 2 trial to assess DSTAT for acute lung injury in
COVID-19 patients.

General and administrative expenses

For the three months ended September 30, 2021, our general and administrative
expenses increased to $4.9 million compared to $3.2 million for the three months
ended September 30, 2020. The increase of $1.7 million, or 55.1%, is primarily
related to the following:

•an increase of $1.2 million in compensation expenses, of which $0.9 million is
related to non-cash stock compensation expense; and
•an increase of $0.5 million in consulting, legal and operational expenses with
the growth of the company's infrastructure.

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Interest and other income, net

For the three months ended September 30, 2021, our interest income and other,
net decreased to $40,000 compared to $0.1 million for the three months ended
September 30, 2020. This decrease is attributable to amortization of our
investment premium balances offsetting interest earned.

Comparison of the completed nine months September 30, 2021 and September 30, 2020

The following table summarizes our results of operations for the nine months
ended September 30, 2021 and September 30, 2020, together with the changes in
those items (in thousands except percentages):

                                                 Nine Months Ended September 30,           Dollar Change              % Change
                                                     2021                2020                        Increase/(Decrease)
Revenues:
Contract and grant revenue                      $     1,928          $    4,158          $       (2,230)                    (53.6) %
Licensing revenue                                         5                  94                     (89)                    (94.7) %
Total revenues                                  $     1,933          $    4,252                  (2,319)                    (54.5) %
Operating expenses:
Research and development                        $    39,480          $   27,545                  11,935                      43.3  %
General and administrative                           13,431               9,466                   3,965                      41.9  %
Acquired in-process research and
development                                     $    82,890          $        -          $       82,890                            *
Total operating expenses                            135,801              37,011                  98,790                     266.9  %
Loss from operations                               (133,868)            (32,759)               (101,109)                    308.6  %
Other income:

Interest income and other, net                          130                 912                    (782)                    (85.7) %
Net loss                                        $  (133,738)         $  (31,847)         $     (101,891)                    319.9  %

* Not significant or not calculable

Revenue from contracts and licenses

For the nine months ended September 30, 2021, total contract and licensing
revenue decreased to $1.9 million compared to $4.3 million for the nine months
ended September 30, 2020. The decrease of $2.3 million, or 54.5%, is primarily
related to a decrease in reimbursable expenses under our contract with BARDA.

Research and development costs

For the nine months ended September 30, 2021, our research and development costs have increased to $ 39.5 million compared to $ 27.5 million for the nine months ended September 30, 2020. The raise of $ 11.9 million, i.e. 43.3%, is mainly linked to the following elements:

•an increase of $8.8 million related to research and development expenses of our
ongoing clinical trials in patients, preparation of data for the efficacy
analysis by Blinded Independent Central Review ONC201 in recurrent H3
K27M-mutant glioma, toxicology studies and development and the manufacture of
ONC201 and ONC206 drug substance and drug product; and
•an increase of $7.7 million in compensation expenses, of which $2.9 million
relates to non-cash compensation to support development of our current pipeline;
offset by
•a decrease of $3.3 million in brincidofovir development expenses with the
approval of TEMBEXA in June 2021; and
•a decrease of $1.5 million in DSTAT development costs related to curtailment of
the Phase 2 trial to assess DSTAT for acute lung injury in COVID-19 patients.
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General and administrative expenses

For the nine months ended September 30, 2021, our general and administrative
expenses increased to $13.4 million compared to $9.5 million for the nine months
ended September 30, 2020. The increase of $4.0 million, or 41.9%, is primarily
related to the following:

•an increase of $2.8 million in compensation, of which $2.2 million relates to
non-cash stock compensation; and
•an increase of $1.1 million in consulting, legal other operational expense with
the growth of the company's infrastructure.

Current research acquired and development costs

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 nine months ended September 30, 2021, which included $25.0 million for
an upfront payment to Oncoceutics, $43.4 million related to the fair value of
the 8,723,769 shares of 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.

Interest and other income, net

For the nine months ended September 30, 2021, our interest income and other, net
decreased to $0.1 million compared to $0.9 million for the nine months ended
September 30, 2020. This decrease is attributable to amortization of our
investment premium balances offsetting interest earned.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2021, we had capital available to fund operations of
approximately $124.6 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 September 30, 2021, we had an accumulated deficit of $846.1
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 September 30, 2021, 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, 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, This
registration statement will remain in effect for up to three years from the date
it became effective. As of September 30, 2021, no sales have been made under the
automatic shelf registration statement.

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
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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 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 flow

The following table shows the main sources and uses of cash (in thousands):

                                                                       Nine 

Ended months September 30,

                                                                         2021                     2020
Cash sources and uses:
Net cash used in operating activities                             $        (65,907)         $     (26,993)
Net cash (used in) provided by investing activities                        (67,285)                47,155
Net cash provided by financing activities                                  112,377                  1,067
Net (decrease) increase in cash and cash equivalents              $        

(20 815) $ 21,229



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 $65.9 million for the nine months ended
September 30, 2021 was primarily the result of our $133.7 million net loss,
partially offset by the change in operating assets and liabilities and the
add-back of non-cash expenses. The change in operating assets and liabilities
includes an increase of $3.5 million in accounts payable and accrued liabilities
and a decrease in accounts receivable of $0.3 million, partially offset by an
increase in prepaid expenses and other assets of $2.0 million and an increase in
inventories of $1.6 million. 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, $9.1 million for share-based compensation, $0.1
million of depreciation of property and equipment and $0.6 million of
amortization of discount/premium on investments. Net cash used in operating
activities of $27.0 million for the nine months ended September 30, 2020 was
primarily the result of our $31.8 million net loss offset by the change in
operating assets and liabilities and the add-back of non-cash expenses. The
change in operating assets and liabilities includes a decrease in prepaid
expenses and other assets of $1.3 million and a decrease in accounts receivable
of $0.9 million related to work on the BARDA contract, partially offset by a
decrease of $1.3 million in accounts payable and accrued liabilities. Non-cash
expenses included add-backs of $4.0 million for share-based compensation and
$0.3 million of depreciation of property and equipment, offset by $0.3 million
of amortization of discount/premium on investments.

Investment activities

Net cash used in investing activities of $67.3 million for the nine months ended
September 30, 2021 was primarily the result of the purchase of $105.4 million in
short-term investments and the purchase of $9.6 million in long-term
investments, partially offset by the maturity of $45.9 million in short-term
investments and the sale of $2.0 million in short-term investments. Net cash
provided by investing activities of $47.2 million for the nine months ended
September 30, 2020 was primarily the result of the maturity of $104.6 million in
short-term investments and the sale of $1.5 million in short-term investments,
partially offset by the purchase of $58.9 million in short-term investments.

Fundraising activities

Net cash provided by financing activities of $112.4 million for the nine months
ended September 30, 2021 was primarily the result of $107.8 million in proceeds
from the issuance of common stock and $4.5 million in proceeds from the exercise
of stock options and stock purchases through our ESPP. Net cash provided by
financing activities of $1.1 million for the nine months ended September 30,
2020 was primarily the result of $1.1 million in proceeds from the exercise of
stock options and stock purchases through our ESPP.

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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, 2020 filed by us
with the SEC on February 25, 2021.

Off-balance sheet provisions

During the periods presented, we did not have and currently do not have any off-balance sheet agreements within the meaning of SECOND rules.

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