Chimerix, Inc. (NasdaqGM:CMRX) entered into a definitive agreement to acquire Oncoceutics, Inc. from Spring Mountain Capital, LP and others for approximately $440 million on January 7, 2021. As consideration for the merger, Chimerix paid an upfront cash payment of approximately $25 million, issued an aggregate of 8,723,769 shares of Chimerix’s common stock, issued a promissory note to in the original principal amount of $14 million, to be paid in cash, subject to the terms and conditions of the merger agreement and the Seller Note, upon the one year anniversary of the closing of the merger, and agreed to make contingent payments up to an aggregate of $360 million based on the achievement of certain development, regulatory and commercialization events as set forth in the merger agreement, as well as additional tiered  payments based upon future net sales of ONC-201 and ONC-206 products, subject to certain reductions as set forth in the Merger Agreement, and a contingent payment in the event the Company receives any proceeds from the sale of a rare pediatric disease priority review voucher based on the Oncoceutics products.  Chimerix will also pass through to the Oncoceutics securityholders the upfront payment received from China Resources Sanjiu Medical & Pharmaceutical Co., Ltd. pursuant to a license agreement entered into with Oncoceutics prior to the merger. The closing payment may be adjusted after the closing, pursuant to procedures set forth in the merger agreement, in connection with the finalization of the cash, transaction expenses, debt and working capital amounts at closing. Each “in-the-money” stock option of Oncoceutics that was outstanding and unexercised immediately prior to the effective time of the merger became fully vested and exercisable immediately prior to the Effective Time and such Options were automatically “net exercised” immediately prior to the Effective Time with respect to payment of the applicable exercise price and any applicable tax withholding. Upon completion, Oncoceutics' team will join Chimerix. The transaction is subject to written resignations of all directors and officers of Oncoceutics and third-party approvals. The transaction has been approved by board of directors of Chimerix and Oncoceutics. Jason Kent and Rama Padmanabhan of Cooley LLP acted as legal advisor to Chimerix. Andrew Hamilton and Doug Kingston of Morgan, Lewis & Bockius LLP acted as legal advisor and Evercore acted as financial advisor to Oncoceutics. Chimerix, Inc. (NasdaqGM:CMRX) completed the acquisition of Oncoceutics, Inc. from Spring Mountain Capital, LP and others on January 7, 2021.