BioCryst Pharmaceuticals
Annual Report 2017

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549________________________ Form 10-K/A(Amendment No. 1)________________________ ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission File Number 000-23186 ________________________ BIOCRYST PHARMACEUTICALS, INC.(Exact name of registrant as specified in its charter)________________________ DELAWARE 62-1413174(State of other jurisdiction ofincorporation or organization) (I.R.S. employeridentification no.) 4505 Emperor Blvd., Suite 200, Durham, North Carolina 27703(Address of principal executive offices) (919) 859-1302(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which RegisteredCommon Stock, $.01 Par Value The NASDAQ Global Select Market Securities registered pursuant to Section 12(g) of the Act: Title of classNone________________________ Indicate by a check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by a check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes ☒ No ☐  Indicate by a check mark whether the registrant submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, andwill not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oremerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company”in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by a check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ☐ No ☒ The Registrant estimates that the aggregate market value of the Common Stock on June 30, 2017 (based upon the closing price shown on the NASDAQGlobal Select Market on June 30, 2017) held by non-affiliates was $440,626,219. The number of shares of Common Stock, par value $.01, of the Registrant outstanding as of January 31, 2018 was 98,606,110 shares. DOCUMENTS INCORPORATED BY REFERENCE None.  EXPLANATORY NOTE On January 21, 2018, we entered into an Agreement and Plan of Merger, or the “Merger Agreement,” (the mergers described therein, the “Mergers”)with Idera Pharmaceuticals, Inc., a Delaware corporation (“Idera”). In light of the proposed Mergers, we currently do not anticipate holding an annual meetingof stockholders in 2018 and we are filing this Amendment to file certain information that is typically included in our definitive proxy statement for ourannual meeting. This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends our Annual Report on Form 10-K for the fiscal year ended December 31, 2017,originally filed with the Securities and Exchange Commission (“SEC”) on March 12, 2018 (the “Original Filing”). We are filing this Amendment to amendPart III of the Original Filing to include the information required by and not included in Part III of the Original Filing because we no longer intend to file ourdefinitive proxy statement within 120 days of the end of our fiscal year ended December 31, 2017. Part IV is being amended solely to add as exhibits certainnew certifications in accordance with Rule 13a-14(a) promulgated by the SEC under the Securities Exchange Act of 1934. Because no financial statementshave been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulations S-K,paragraphs 3, 4 and 5 of the certifications have been omitted. Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of theOriginal Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of theOriginal Filing other than as expressly indicated in this Amendment. Accordingly, this Amendment should be read in conjunction with the Original Filingand our other filings made with the SEC on or subsequent to March 12, 2018. Unless the context otherwise indicates, as used in this Amendment, the terms “we,” “our,” “us,” the “Company” and “BioCryst” refer to BioCrystPharmaceuticals, Inc. i  TABLE OF CONTENTS PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE ITEM 11. EXECUTIVE COMPENSATION ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES SIGNATURES ii  PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Board of Directors The table below sets forth the name, age and existing positions with BioCryst of each director: Name Age(1) Position(s) with the Company Served asDirector SinceGeorge B. Abercrombie 63 Director 2011Fred E. Cohen, M.D., D.Phil. 61 Director 2013Stanley C. Erck 69 Director 2008Nancy J. Hutson, Ph.D. 68 Director 2012Robert A. Ingram 75 Director, Chairman of the Board 2015Kenneth B. Lee, Jr. 70 Director 2011Sanj K. Patel 48 Director 2015Jon P. Stonehouse 57 Director, President, Chief Executive Officer 2007_______ (1)Age as of March 26, 2018. Below you can find information, including biographical information, about our current directors as well as a discussion of the specific experiences,qualifications, attributes and skills considered by the Board in concluding that such individuals should serve as directors. George B. Abercrombie was appointed to the Board in October 2011. Mr. Abercrombie has over 30 years of experience as a business leader in thepharmaceutical industry. Mr. Abercrombie currently holds the position of Senior Vice President and Chief Commercial Officer at Innoviva, Inc., a publiclytraded bio-pharmaceutical asset management company. He served from 2001 to 2009 as the President and Chief Executive Officer of Hoffmann-La RocheInc., a pharmaceutical company, where he was responsible leading operations in both the U.S. and Canada. During his tenure, Mr. Abercrombie also served asa member of the Roche Pharmaceutical Executive Committee, which was responsible for developing and implementing global strategy for thePharmaceuticals Division. In 1993, Mr. Abercrombie joined Glaxo Wellcome Inc. as Vice President and General Manager of the Glaxo PharmaceuticalsDivision, and was later promoted to Senior Vice President, U.S. Commercial Operations. Prior to joining Glaxo, he spent over ten years at Merck & Co., Inc.,where he gained experience in sales and marketing, executive sales management and business development. Mr. Abercrombie began his career as apharmacist after receiving a bachelor’s degree in pharmacy from the University of North Carolina at Chapel Hill, and later earned an MBA from HarvardUniversity. Mr. Abercrombie also serves on the Board of Brickell Biotech, a private pharmaceutical company. He formerly served on the Boards of Directorsof Inspire Pharmaceuticals, Inc., Ziopharm Oncology, Inc, Tranzyme Pharma, Aptus Health, Inc. and DemeRX. Additionally, he is an Adjunct Professor atDuke University’s Fuqua School of Business and a board member of the North Carolina GlaxoSmithKline Foundation. He previously served on the ExecutiveCommittee and Board of Directors of the Pharmaceutical Research & Manufacturers of America (PhRMA), as well as on the Board of the Johns HopkinsSchool of Hygiene and Public Health. Mr. Abercrombie’s executive experience in the pharmaceutical industry and management positions with majorpharmaceutical companies provide an excellent background for service on the Board. Fred E. Cohen, M.D., D.Phil. was appointed to the Board in July 2013. In 2001, Dr. Cohen joined TPG Capital, a private investment firm, to initiateand lead TPG’s venture efforts in biotechnology and life sciences. He retired from this role at the end of 2016 and now serves as a Senior Advisor to TPG.Beginning in 1986, and until his retirement in 2016, Dr. Cohen served as a member of the faculty of University of California, San Francisco (UCSF). At UCSF,Dr. Cohen served as an Internist for hospitalized patients, a consulting Endocrinologist and as the Chief of the Division of Endocrinology and Metabolism.His research interests include structure based drug design, prion diseases, computational biology and heteropolymer chemistry. Dr. Cohen received his B.S.degree in Molecular Biophysics and Biochemistry from Yale University, his D.Phil. in Molecular Biophysics from Oxford on a Rhodes Scholarship, his M.D.from Stanford and his postdoctoral training and postgraduate medical training in Internal Medicine and Endocrinology at UCSF. He is a Fellow of theAmerican College of Physicians and the American College of Medical Informatics and a member of the American Society for Clinical Investigation andAssociation of American Physicians. Dr. Cohen was elected to the National Academy of Medicine of the National Academy of Sciences in 2004 and theAmerican Academy of Arts and Sciences in 2008. Currently, Dr. Cohen also serves on the Board of Directors of Genomic Health, Inc., Veracyte, Inc., TandemDiabetes Care, Inc., Five Prime Therapeutics, Inc., UroGen Pharma Ltd., and CareDx, Inc., as well as on the Boards of several privately held companies. Dr.Cohen’s extensive expertise in the pharmaceutical industry, private investment expertise and experience serving on boards of biotechnology companiescontribute valuable insight and experience to the Board. 1  Stanley C. Erck was appointed to the Board in December 2008. Mr. Erck has over 30 years of executive leadership experience in the pharmaceuticalindustry. Mr. Erck has served as President, CEO and Director of Novavax, Inc., a publicly traded biopharmaceutical company since 2011, having previouslyserved as Executive Chairman from 2010 to 2011, and he has served as a director of Novavax since 2009. From 2000 through 2008, Mr. Erck served asPresident and Chief Executive Officer of Iomai Corporation, a biopharmaceutical company, leading the company through an initial public offering and amerger with Intercell AG, an Austrian vaccine company, and through the development of a late-stage infectious disease product candidate. Prior to Iomai, Mr.Erck served as President and Chief Executive Officer of Procept, Inc., a publicly traded immunology company; as Vice President, Corporate Development atIntegrated Genetics Inc. (now Genzyme Corp.), and in management positions within Baxter International Inc. In addition to Novavax, Mr. Erck currently sitson the Board of Directors of MaxCyte, Inc. He received his undergraduate degree from the University of Illinois and his MBA from the University of ChicagoGraduate School of Business. Mr. Erck’s executive experience in the biotech industry and his management positions with major pharmaceutical companies,including his experience with late-stage product candidate development, provide an excellent background for service on the Board. Nancy J. Hutson, Ph.D. was appointed to the Board in January 2012. Dr. Hutson brings over 30 years of experience as a seasoned professional andleader within the pharmaceutical industry. She retired from Pfizer, Inc. in 2006 after spending 25 years in several research and leadership positions, mostrecently serving as Senior Vice President of Global Research & Development (R&D) as well as Director of Pfizer’s pharmaceutical R&D site, Groton/NewLondon Laboratories. Dr. Hutson received a Bachelor of Arts degree from Illinois Wesleyan University and a Ph.D. in physiology from Vanderbilt University.Dr. Hutson currently serves on the Board of Directors for Endo Pharmaceuticals Holdings, Inc. She also previously served on the Board of Directors of InspirePharmaceuticals, Inc. and Cubist Pharmaceuticals, Inc. Dr. Hutson’s extensive experience in research and development in the pharmaceutical industryprovides valuable insight to the Board. Robert A. Ingram was appointed to the Board in August 2015 and was elected Chairman of the Board in May 2017. Mr. Ingram joined HatterasVenture Partners, a venture capital firm formed to invest primarily in early stage companies with a focus on biopharmaceuticals, medical devices, diagnostics,healthcare IT, and related opportunities in human medicine, as a General Partner in January 2007. He began his career in the pharmaceutical industry as aprofessional sales representative and rose through a series of roles with increasing responsibility to ultimately become CEO and Chairman ofGlaxoWellcome, a pharmaceutical company. He co-led the merger and integration that formed GlaxoSmithKline (GSK) in December 2000. He subsequentlyserved as the Chief Operating Officer and President of Pharmaceutical Operations at GSK from January 2001 to January 2003. He served as Vice ChairmanPharmaceuticals of GSK, acting as a special advisor to GSK’s corporate executive team, until January 1, 2010. Mr. Ingram serves as Chairman of the Boards ofNovan, Inc., a pharmaceutical company, and Cree, Inc., a manufacturer of semiconductor light-emitting diode materials and devices, and ViametPharmaceuticals, Inc., a private company focused on anti-infective research. Mr. Ingram also serves as a member of the board of directors of HBM HealthcareInvestments, Ltd., a publicly traded Swiss investment company, and of Malin Corporation plc, a publicly traded life sciences company based in Ireland, andis also a director of PhaseBio Pharmaceuticals, Inc., a private clinical-stage biopharmaceutical company. Mr. Ingram graduated from Eastern IllinoisUniversity with a B.S. degree in Business Administration. In addition to his professional responsibilities, Mr. Ingram formed and chaired the CEO Roundtableon Cancer at the request of former President George H. W. Bush, and he is a member of numerous other civic and professional organizations. Mr. Ingram is amember of the boards for the James B. Hunt Jr. Institute for Educational Leadership and Policy, H. Lee Moffitt Cancer Center, CEO Roundtable on Cancer,Research Triangle Institute, Research Triangle Foundation and Chairman, GlaxoSmithKline Foundation, and is on the Advisory Board of the Leonard D.Schaeffer Center for Health Policy & Economics, University of Southern California. Mr. Ingram’s extensive experience in the pharmaceutical industry as bothan executive and director and his private investment expertise contribute valuable insight and expertise to the Board. Kenneth B. Lee, Jr. was appointed to the Board in June 2011. Mr. Lee has over 40 years of experience counseling management teams, boards ofdirectors and investors of technology-based companies worldwide. He is currently a General Partner with Hatteras Venture Partners, LLC, a venture capitalfund focusing on life science companies, which he joined in 2003. Previously he was President of A.M. Pappas & Associates, LLC, following 29 years withErnst & Young LLP, where he was most recently Managing Director of the firm’s health sciences corporate finance group, and at one time served as theNational Director of the Life Sciences Practice. Mr. Lee received a Bachelor of Arts degree from Lenoir-Rhyne College and an MBA from the University ofNorth Carolina at Chapel Hill. Mr. Lee is currently on the Board of Directors of Aralez, Inc., and previously served on the Boards of private companies,Clinipace, Clinverse and A.M. Pappas & Associates. Previously, Mr. Lee served on the Boards of Abgenix, Inc., CV Therapeutics, Inspire Pharmaceuticals,Maxygen, Inc., and OSI Pharmaceuticals. He has served in various leadership capacities on these Boards, including Chairman of the Board, Independent LeadDirector and Chairman of Audit and Compensation Committees. Mr. Lee’s experience advising biotechnology companies regarding financial and partneringstrategies, his extensive background in finance and his experience serving on the Boards of biotech companies contribute valuable insight and experience tothe Board. 2  Sanj K. Patel was appointed to the Board in September 2015. He brings more than 25 years of experience in the pharmaceutical and biotechindustries and has a combination of scientific, clinical and commercial skills. Mr. Patel is the Chairman and CEO of Kiniksa Pharmaceuticals, which wasformed in 2015 to develop therapies for patients with devastating diseases and unmet medical need. Mr. Patel founded Synageva Biopharma Corp., abiopharmaceutical company, in June 2008 to focus on rare diseases, and designed and initiated its lead program (Kanuma®) for LAL Deficiency in July2008. Synageva completed its initial public offering on the NASDAQ Global Market in November 2011 and raised over $1 billion in capital in less than 5years. In June 2015, Synageva was sold to Alexion Pharmaceuticals for $9.5 billion (including cash), which represented the highest premium ever paid for abiotech company valued over $5 billion. Prior to Synageva, Mr. Patel was at Genzyme Corporation (1999-2008) where most recently he was the head of U.S.Sales, Marketing and Commercial Operations for Genzyme Therapeutics franchise and led the U.S. launch of Myozyme®, in addition to sales and marketingresponsibility for Cerezyme®, Fabrazyme® and Aldurazyme®. Previously, Mr. Patel held several cross-functional senior leadership roles at Genzyme,including Vice President, Clinical Research and Head of the Global Clinical Research Operations Council for all Genzyme divisions, including Therapeutics,Oncology and Transplant. Mr. Patel was responsible for clinical operations and development for all cross-business Genzyme products and was instrumental inthe path to commercialization of several treatments. Notably, Mr. Patel led the Fabrazyme® clinical operations team and development program to FDAapproval in April 2003. Prior to Genzyme, Mr. Patel held roles in clinical research and commercial operations with increasing levels of responsibility atBurroughs Wellcome, Hoechst Marrion Roussel and Fujisawa/Otsuka Pharmaceuticals. Mr. Patel obtained his BSc with Honors in Pure and Applied Biology(Biotechnology) from the University of the South Bank, London. He completed his management and business studies at Ealing College, London and hisPharmacology research program at the Wellcome Foundation. Mr. Patel is a member of the Board of Directors for Syros Pharmaceuticals, a publicly tradedbiotechnology company. He is also the founder and director of the Sanj K. Patel and Family Foundation, a philanthropic organization that supports variouscharities for patients with rare and devastating diseases. Mr. Patel’s scientific, clinical and commercial experience in the pharmaceutical industry as well ashis experience as CEO for a public company provide valuable expertise for the Company’s Board. Jon P. Stonehouse joined BioCryst in January 2007 as Chief Executive Officer and Director. He was also named President in July 2007. Prior tojoining the Company, he served as Senior Vice President of Corporate Development for Merck KGaA, a pharmaceutical company, since July 2002. Hisresponsibilities included corporate mergers and acquisitions, global licensing and business development, corporate strategy and alliance management. Priorto joining Merck KGaA, Mr. Stonehouse held a variety of roles at Astra Merck/AstraZeneca. Mr. Stonehouse began his career in the pharmaceutical industryas a sales representative and held increasing sales leadership positions at Merck &Co., Inc. In 2008 and 2011, respectively, Mr. Stonehouse joined theAdvisory Boards of Precision Biosciences, Inc., a private biotechnology company and Genscript, a private bioservices company. Also in December 2014, hejoined the Board of Directors of Bellicum Pharmaceuticals, Inc., a publicly traded clinical stage biopharmaceutical company focused on novel cellularimmunotherapies. Mr. Stonehouse earned his BS in Microbiology at the University of Minnesota. As Chief Executive Officer and President of BioCryst, Mr.Stonehouse brings to the Board an intimate knowledge of our business, and his executive experience in a variety of capacities at major pharmaceuticalcompanies provides industry-specific operational experience that is beneficial to the Board. Executive Officers Below you can find information, including biographical information, about our executive officers (other than Mr. Stonehouse, whose biographicalinformation appears above). NameAge(1) Position(s) with the CompanyYarlagadda S. Babu, Ph.D.65 Senior Vice President of Drug DiscoveryAlane P. Barnes52 Vice President, General Counsel, and Corporate SecretaryLynne M. Powell51 Senior Vice President and Chief Commercial OfficerWilliam P. Sheridan63 Senior Vice President and Chief Medical OfficerThomas R. Staab II50 Senior Vice President, Chief Financial Officer, Treasurer and PrincipalAccounting Officer(1) Age as of March 26, 2018. Yarlagadda S. Babu, Ph.D. joined BioCryst in 1988 and was BioCryst’s first full-time employee. Dr. Babu has served as the Company’s VicePresident — Drug Discovery since 1992. In October of 2013, Dr. Babu’s title was changed to Senior Vice President of Drug Discovery. Prior to joiningBioCryst, he served five years on the biochemistry faculty at the University of Alabama at Birmingham (“UAB”). Dr. Babu obtained his PhD from the IndianInstitute of Science, Bangalore and spent three years in the Laboratory of Molecular Biophysics at the University of Oxford, UK before joining UAB. He hasover 70 publications in peer-reviewed journals, and a number of issued and pending patents to his credit. 3  Alane P. Barnes joined BioCryst in July 2006 as its General Counsel. She was named Corporate Secretary in 2007, and has served as Vice President,General Counsel & Corporate Secretary since 2011. She was named as an executive officer in 2013. Ms. Barnes is responsible for all legal affairs of thecompany including but not limited to all contract negotiations, SEC compliance, corporate governance, IP strategy and management, licensing transactions,government contract management and dispute resolution. She graduated magna cum laude from Cumberland School of Law in 1997 and is a member of CuriaHonoris, scholar of merit. Ms. Barnes received her B.S. in Natural Science with a concentration in biology and chemistry from UAB. Prior to joining theCompany, Ms. Barnes worked for the UAB Research Foundation where she managed intellectual property, negotiated license transactions and facilitated theemergence of new companies based on university technology. Prior to employment at the UAB Research Foundation Ms. Barnes practiced corporate law witha prominent law firm in Birmingham, Alabama. Currently, she serves on the Board of the Biotechnology Association of Alabama and has served as a mentorfor Alabama Launchpad, a competition created to fuel the development of companies in Alabama. Ms. Barnes regularly speaks at national conferencesregarding the pharmaceutical business and at other women’s success conferences. She is a 2010 graduate of MOMENTUM, an organization geared towardbuilding leadership in women. Lynne M. Powell joined BioCryst in January 2015 as its Senior Vice President and Chief Commercial Officer. In this role, Ms. Powell’s primaryresponsibility will be to formulate BioCryst’s global commercial strategy and to build the global organization that launches our oral kallikrein inhibitors forthe prophylactic treatment of hereditary angioedema. Ms. Powell brings 24 years of industry experience to BioCryst. Most recently she served as Senior VicePresident of North American Commercial Operations from January 2010 to December 2014 at CSL Behring, a biotherapeutics company. In this role, Ms.Powell was accountable for the financial performance and general management of CSL Behring’s commercial activities within the U.S. and Canada.Throughout her 17 year career at CSL Behring, Ms. Powell assumed increasing responsibilities within the R&D and commercial functions of theorganization. She gained significant global experience as Vice President, Global Commercial Development and Head of Business Development & EuropeanMarketing at CSL Behring. Ms. Powell launched five products globally for rare diseases, including hereditary angioedema disease (“HAE”). Prior to CSLBehring, Ms. Powell held positions of increasing responsibility within GlaxoWellcome plc’s commercial strategy and clinical research organizations. William P. Sheridan joined BioCryst in July 2008 as its Senior Vice President and Chief Medical Officer. Dr. Sheridan spent 15 years in drugdevelopment at Amgen Pharmaceuticals, Inc., most recently as Vice President of North American Medical Affairs from March 2007 to November 2007, priorto joining the Company. Dr. Sheridan organized and led Amgen’s U.S. Medical Affairs function, making significant contributions to the successful launch ofmany compounds, including Aranesp®, Enbrel®, Kineret®, Neulasta® and Sensipar®. In addition to his most recent position at Amgen, Dr. Sheridan servedat the Vice President level in International Medical Affairs, from March 2005 to February 2007; Global Health Economics, from January 2004 to January2005; and Outcomes Research, U.S. Medical Affairs and Product Development from January 2002 to December 2003. Prior to joining Amgen, Dr. Sheridanpracticed medicine at the Royal Melbourne Hospital in Victoria, Australia as Head of the Bone Marrow Transplant Service. He earned his MB BS degree(M.D. equivalent) at the University of Melbourne in Victoria. He is a board-certified fellow of the Royal Australasian College of Physicians, with a sub-specialty in hematology and medical oncology. After leaving Amgen in November 2007 and prior to joining the Company, Dr. Sheridan served as anindependent consultant for pharmaceutical companies, including BioCryst. Thomas R. Staab, II joined BioCryst in July 2011 as its Chief Financial Officer and Treasurer. Prior to joining BioCryst, Mr. Staab served asExecutive Vice President, Chief Financial Officer and Treasurer of Inspire Pharmaceuticals from May 2003 through its $430 million acquisition by Merck &Co., Inc. in May 2011. Prior to joining Inspire, he held senior financial positions of acting Chief Financial Officer and Treasurer at Triangle Pharmaceuticals,Inc. through its $480 million acquisition by Gilead Sciences, Inc. in 2003. Before joining Triangle, Mr. Staab spent eight years working forPriceWaterhouseCoopers LLP providing audit and business advisory services to national and multi-national corporations in the biotechnology,pharmaceutical, pulp and paper and communications industries. Mr. Staab currently serves on the Executive Committee of the Board of Directors of the NorthCarolina Biosciences Organization (“NCBIO”) as its Chairman. He is a Certified Public Accountant and received a B.S. in Business Administration and aMasters of Accounting from the University of North Carolina at Chapel Hill. Code of Business Conduct We have a code of business conduct that applies to all our employees as well as to each member of the Board. The code of business conduct isavailable on our website at www.biocryst.com under the Corporate Governance section. The Company intends to post on its website any amendments to, orwaivers from, its code of business conduct. To date, there have not been any waivers by us under the code of business conduct. Audit Committee The Company has an Audit Committee, currently consisting of Mr. Lee, as its Chairman, Mr. Abercrombie and Mr. Erck, which is responsible for thereview of internal accounting controls, financial reporting and related matters. The Audit Committee also recommends to the Board the independentaccountants selected to be the Company’s auditors and reviews the audit plan, financial statements and audit results. The Board has adopted an AuditCommittee Charter, available on the Company’s website, that meets all applicable rules of Nasdaq and the SEC. The Audit Committee members are“independent” directors as defined by Nasdaq and the SEC and meet the heightened independence standards applicable to Audit Committee members underNasdaq and SEC rules and meet Nasdaq’s financial literacy requirements for audit committee members. The Board has determined that Mr. Lee qualifies as an“audit committee financial expert,” as such term is defined by the SEC. The Audit Committee met 4 times during 2017. 4  Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”) requires our officers, directors and persons who beneficially own morethan 10% of a registered class of our equity securities (collectively, “Reporting Persons”), to file reports of ownership with the Securities and ExchangeCommission. Reporting Persons are required by the Act regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by us during 2017, or written representations from certain Reporting Persons that noForms 5 were required for those persons, the Company believes that its Reporting Persons were in compliance with all applicable filing requirements. 5  ITEM 11. EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS Philosophy and Overview of Compensation The Compensation Committee (referred to in this section as the Committee) of the Board of Directors has the responsibility for establishing,implementing and monitoring adherence with the Company’s compensation philosophy. Our goal is to provide a compensation package that attracts,motivates and retains employees’ talent and is designed to align employees’ interests with the Company’s corporate strategies, business objectives and theinterests of the stockholders. We refer to the individuals who served as our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, during2017, as well as the other individuals included in the Summary Compensation Table, as our “Named Executive Officers” or “NEOs.” Those individuals are asfollows: •Jon P. Stonehouse, who joined the Company in January 2007 as Chief Executive Officer and Director. He was also named President in July2007. •Thomas R. Staab, II, who joined the Company in July 2011 as its Chief Financial Officer and Treasurer. He was also named PrincipalAccounting Officer in January 2013. •Yarlagadda S. Babu, Ph.D., who joined the Company in 1988 and was BioCryst’s first full-time employee. Dr. Babu has served as theCompany’s Vice President — Drug Discovery since 1992. In October 2013, Dr. Babu’s title was changed to Senior Vice President of DrugDiscovery. •William P. Sheridan, who joined the Company in July 2008 as its Senior Vice President and Chief Medical Officer. •Lynne M. Powell, who joined the Company in January 2015 as its Senior Vice President and Chief Commercial Officer. The Committee’s primary objectives for our executive compensation program are as follows: •to have a substantial portion of each officer’s compensation contingent upon the Company’s performance as well as upon his or her own levelof performance and contribution towards the Company’s performance and long-term strategic goals; •to align the interests of our executives with the Company’s corporate strategies, business objectives and the long-term interests of ourstockholders; and •to attract, motivate and retain our executive talent. Role of the Compensation Committee and Executive Officers The Committee has the authority to determine the Company’s compensation philosophy, assess overall corporate performance for the year end andits impact on the bonus pool, options pool and base salary adjustment pool, and to establish compensation for the Company’s executive officers. TheCompany does not conduct annual individual performance reviews; rather, compensation decisions for each individual employee, including the CEO and theother Named Executive Officers, have been determined by the Committee based on its assessment of the performance of the Company. Managementrecommended this approach as a mechanism to align the incentives of every employee with those of the Company’s shareholders and to reinforce the highlyfocused corporate strategy of the Company. The CEO makes recommendations to the Committee with respect to employee compensation. Neither the CEOnor any other Named Executive Officer participates in the Committee’s final determination of compensation for officers or directors. Role of Compensation Consultants It is the practice of the Company to use a compensation consultant to perform an annual competitive compensation analysis of the Company’soverall compensation practices. In 2015, the Committee engaged Radford, a division of Aon Hewitt (“Radford”) as the Company’s compensation consultant,to conduct the overall analysis of the Company’s compensation practices and those of comparable companies in the biotechnology industry. 6  Under the direction of the Committee, Radford annually conducts an analysis of overall compensation practices, including benchmark comparisonsof base salary, annual incentive targets and stock option grant levels against a “peer group” of comparable companies discussed in more detail below. Theresults of this analysis are reviewed by the Committee in connection with its annual compensation decisions, including base salary determinations, annualincentive targets and long-term equity grant levels. Peer Group The Committee considers relevant market pay practices when setting executive compensation to increase our ability to recruit and retain highperforming talent. In assessing market competitiveness, the Committee compares the Company’s executive compensation with executive compensation at adesignated set of companies (the “Peer Group”), consisting of 25 other publicly traded biopharmaceutical companies, with market capitalization rangingfrom approximately $100 million to $1.6 billion, companies that generally: •are similar to the Company in terms of one or more of the following: size (i.e., employee headcount, revenue, market capitalization, etc.), stageof development for primary products, cash runway, and research and development (“R&D”) investment; •have named executive officer positions that are comparable to the Company’s in terms of breadth, complexity, and scope of responsibilities;and •compete with the Company for employee talent. Each Peer Group company participated in a Radford survey of executive total compensation for various corporate positions, which survey is widelyused among biotechnology companies. Radford analyzed both survey data and compensation information reported in the public filings of the Peer Groupcompanies for the comparative analysis and adjusted the data to reflect the age of the reported information. The 2017 Peer Group consisted of the followingcompanies: Acceleron PharmaCempraEpizymeOncoMed PharmaceuticalsAcelRx PharmaceuticalsChemoCentryxIdera PharmaceuticalsProgenics PharmaceuticalsAgenusChimerixInovio PharmaceuticalsRegulus TherapeuticsArdelyxCytokineticsKeryx BiopharmaceuticalsRigel PharmaceuticalsArray BioPharmaDynavax TechnologiesMacroGenicsSangamo TherapeuticsBioDelivery Sciences InternationalEnanta PharmaceuticalsNewLink GeneticsZIOPHARM OncologyCelldex Therapeutics Role of the 2017 Advisory Vote on Executive Compensation At our annual meeting in May 2017, our stockholders approved our “say-on-pay” proposal with more than 76% of the votes cast approving ourexecutive compensation policies as described in our 2017 Proxy Statement filed on April 12, 2017. The Committee believes that this vote reflectedstockholder agreement with the Committee’s overall compensation philosophy and actions, and therefore, the Committee continued to apply similarprinciples in determining the amounts and types of executive compensation for fiscal 2017, with specific compensation decisions to be made each year inconsideration of these principles and the Company’s results and performance. In order to align employee incentives to shareholder interests, the performanceof each employee, including that of the CEO and other Named Executive Officers, is evaluated based on the Committee’s assessment of the overallperformance of the Company. The Committee will continue to consider the outcome of stockholder say-on-pay votes in making future executivecompensation decisions. Elements of Executive Compensation The Company’s 2017 compensation program for executive officers was primarily comprised of the following elements: •base salary; •annual incentive compensation; •long-term equity incentive awards; and 7  •other employee benefits. Base Salary The Company provides our employees with base salary to compensate them for services rendered during the fiscal year. In determining the basesalary amount for each Named Executive Officer, the Committee primarily considers: •industry experience, knowledge and qualifications; •salary levels in effect for comparable positions within the Company’s industry obtained from the Radford Biotechnology Survey; and •individual performance of the executive and the general performance of the Company. The Company’s compensation practice is to generally target the competitive 50th percentile for base salary, annual incentive and stock optiongrants. Base salary levels for our Named Executive Officers may fluctuate from the 50th percentile based on each Named Executive Officer’s particularexperience, performance and value to the Company. For example, high-performing, experienced Named Executive Officers may be paid at or above the 75thpercentile, while newer Named Executive Officers may be paid at a lower percentile. Base salary amounts are typically reviewed annually as part of theCompany’s performance review process as well as upon a promotion or other change in responsibility. To assist the Committee in determining appropriatebase salary increases, the Company’s compensation consultant provided competitive base salary levels by analyzing the competitive data described in moredetail above. In setting 2017 salaries, consistent with its philosophy for the last several years and given the small number of employees of the Company and thehighly focused strategy of the Company, the Committee did not consider individual performance reviews but continued the approach of assessing allemployees based on corporate performance. The Committee also considered the market competitiveness of the Company’s current base salaries compared tothe 2016 Peer Group based on the analysis prepared by Radford. For base salary, in consideration of, among other things, the unfavorable results of the“OPuS-2” (Oral ProhyplaxiS 2) clinical trial of orally administered avoralstat in patients with HAE and the ultimate discontinuation of the avoralstatprogram, as well as the delay of the Company’s Phase 2 study of BCX7353 in HAE patients (“APeX-1”), the Committee determined that all employees,including the Named Executive Officers, should not receive a base salary increase at that time. As a result, the 2017 salaries for the Named Executive Officerswere initially unchanged from their 2016 salaries. In February 2017, in consideration of recent developments in 2017, including the positive results of theinterim analysis of APeX-1, advancements in the HAE and broad spectrum antiviral (“BSAV”) programs, and the Company’s progress with respect toRAPIVAB post-marketing commitments, the Committee reevaluated 2017 base salaries, including the market competitiveness of the 2017 base salariescompared to the Company’s 2016 Peer Group based on the analysis prepared by Radford. Beginning in March 2017, the Committee approved a 3% increasein the annualized base salary of all employees for the remainder of 2017, including the Named Executive Officers. The results of the base salary increases for the Named Executive Officers, beginning in March 2017, are as follows: For Mr. Stonehouse, the increase resulted in an annualized base salary of $535,422, between the 25th and 50th percentile compared to the 2016 PeerGroup. For Dr. Babu, the increase resulted in an annualized base salary of $384,346, between the 25th and 50th percentile compared to the 2016 Peer Group. For Dr. Sheridan, the increase resulted in an annualized base salary of $471,431, above the 75th percentile compared to the 2016 Peer Group. For Mr. Staab, the increase resulted in an annualized base salary of $436,119, above the 75th percentile compared to the 2016 Peer Group. For Ms. Powell, the increase resulted in an annualized base salary of $371,315, between the 50th and 75th percentile compared to the 2016 PeerGroup. In setting 2018 salaries, consistent with its philosophy for 2017 salaries and given the small number of employees of the Company and the highlyfocused strategy of the Company, the Committee did not consider individual performance reviews but continued the approach of assessing all employeesbased on corporate performance. The Committee also considered the market competitiveness of the Company’s current base salaries compared to the 2017Peer Group based on the analysis prepared by Radford. For base salary, this resulted in all employees other than the Named Executive Officers receiving anapproximate 3% increase, with larger percentage increases for certain employees whose base salary was deemed by the Committee to be substantially belowmarket compared to the 2017 Peer Group based on analysis prepared by Radford. Similarly, this resulted in all of the Named Executive Officers (other thanDr. Babu) receiving an approximate 3% increase in base salary. 8  The results of the 2018 base salary increases for the Named Executive Officers were as follows: For Mr. Stonehouse, the increase resulted in a base salary of $550,000, between the 25th and 50th percentile compared to the 2017 Peer Group. For Dr. Babu, the committee approved an approximate 9% increase, which resulted in a base salary of $420,000, between the 50th and 75thpercentile compared to the 2017 Peer Group. This increase reflected a determination to move Dr. Babu’s compensation to between the 50th and 75thpercentile compared to the 2017 Peer Group in recognition of the value of his contributions to the Company. For Dr. Sheridan, the increase resulted in a base salary of $485,574, above the 75th percentile compared to the 2017 Peer Group. For Mr. Staab, the increase resulted in a base salary of $449,202, above the 75th percentile compared to the 2017 Peer Group. For Ms. Powell, the increase resulted in a base salary of $382,454, between the 50th and 75th percentile compared to the 2017 Peer Group. Annual Incentive Compensation (AIP) It is the Committee’s objective to have all of each officer’s annual incentive program (“AIP”) compensation contingent upon the Company’sperformance based on the achievement of pre-established corporate performance objectives. In order to reinforce the highly focused strategy of the Company,when determining the 2017 AIP payouts, the Committee did not consider individual performance reviews but rather assessed all officers based solely on itsassessment of corporate performance against established corporate objectives. The AIP provides an incentive target and maximum (each expressed as a percentage of annual base salary) for all employees of the Company, and isstratified by organization level of responsibility. For 2017, the Committee conducted an overall evaluation of Company performance in light of Companyperformance objectives. The target and maximum percentages for all employees, including each Named Executive Officer, were set based on benchmark data describedbelow. Based on performance, the actual payout can range from zero to the maximum percentage of annual base salary and varies by level in the Company.The overall amount of the AIP pool each performance year is determined by the Committee and based on their assessment of Company performance againstthe current year corporate objectives multiplied by the sum of all participants at target performance. The AIP plan allows the Committee to use its discretionin setting the size of the AIP pool. The Committee may decide that the pool is as low as 0 for a year of poor Company performance and may establish a poolthat exceeds target for a year of exceptional Company performance. The AIP provides that if the employment of a participating employee is terminated as a result of death, retirement or permanent disability, theemployee is eligible to receive a pro rata award based on his or her base salary on the date of separation during the plan year in which the employee wasconsidered an active employee and the number of whole months actually worked. In all other circumstances, absent provisions to the contrary in anemployment agreement, all awards are forfeited if an employee voluntarily or involuntarily terminates employment with the Company before the annualincentive awards are paid. In 2015, the Committee engaged Radford as compensation consultant to leverage Radford’s specific expertise in the biotechnology sector. Radfordreassessed comparative company benchmark data based upon the Radford Biotechnology Survey for 2015 and, based on Radford’s reassessment, theCommittee adjusted the targets for the Named Executive Officers in accordance with such data. The Committee maintained the targets and maximums for theNamed Executive Officers in the 2017 plan year as follows: Jon Stonehouse: target 55% and maximum 75%; Dr. Sheridan, Dr. Babu, Mr. Staab and Ms.Powell: target 40% and maximum 48%. At the time these ranges were set, the Committee believed that payout at the target performance level waschallenging but achievable and that payout at the maximum performance level represented a “stretch” performance target, but was nevertheless achievable.In order to further tie individual compensation to Company performance, payout to individuals under the AIP are based on Company performance and awardsunder the plan are typically settled in cash. All awards are reviewed and approved by the Committee. In January 2017, the Committee considered the unfavorable results of the OPuS-2 clinical trial and ultimate discontinuation of the avoralstatprogram, as well as the delay of the APeX-1 clinical trial in 2016, and determined that no AIP awards would be made for 2016 performance. Subsequently, inFebruary 2017, in consideration of the positive results of the interim analysis of APeX-1 and other aspects of the HAE program beyond APeX-1, theadvancement of the BSAV programs, and the Company’s progress with respect to RAPIVAB, the Committee approved an incentive award to the Company’sNamed Executive Officers consisting of a cash payment equal to 85% of each executive’s AIP target from 2016, which was paid in March 2017. 9  The corporate objectives established for 2017 Company performance were: (i) advancing our HAE program (potentially worth up to 60% of target),(ii) advancing HAE backup candidates (potentially worth up to 10% of target), (iii) progressing our BCX4430 program (potentially worth up to 10% oftarget), (iv) making progress with respect to remaining RAPIVAB regulatory filing obligations (potentially worth up to 10% of target), and (v) advancing theCompany’s early discovery programs (potentially worth up to 10% of target). In assessing the Company’s performance against the 2017 objectives, inDecember 2017, the Committee determined that the objectives were fully met with respect to advancing the HAE program as a result of the topline resultsfrom APeX-1, the completion of end of Phase 2 meetings with the FDA and EMA, and the initiation of registration batches of API, fully met with respect toadvancing early stage programs as a result of approving the progression of two compounds into IND-enabling studies, and partially met with respect toRAPIVAB regulatory filings as a result of the U.S. pediatric approval granted in 2017. In consideration of the foregoing, the Committee awarded payoutsunder the AIP at 75% of target for each recipient. In assessing 2017 Company performance in light of the 2017 objectives, the Committee in its discretionattributed the following values to the achievement of Company objectives: 60% of target attributable to the achievement of the objective relating toadvancing the HAE program, 10% of target attributable to the achievement of the objective relating to advancing early stage programs, and 5% of targetattributable to the partial achievement of the objective relating to RAPIVAB regulatory filing obligations. Because the remaining 2017 objectives weredetermined by the Committee not to have been achieved, the Committee attributed none of the AIP award to Company performance in respect of thoseobjectives. Long-Term Equity Incentive Awards All of the Company’s employees, including the executive officers, are eligible to participate in the Company’s periodic awards of stock options andother stock grants under the Company’s Stock Incentive Plan. These awards are designed to: •create a greater sense of employee ownership; •enhance the link between creation of stockholder value and long-term employee compensation; •provide an opportunity for increased equity ownership by employees, which increases the alignment of the financial interests of our employeesand our stockholders; and •maintain competitive levels of total compensation. The Committee has historically granted equity awards to all employees, including the executive officers, on an annual basis. The overall grant poolis established on an annual basis based, in part, on the Committee’s assessment of competitive stock option grant levels by organization level and the numberof employees at each level using competitive data provided by Radford based on its analysis of the Company’s current Peer Group. In determining theamount of each grant, the Committee also considers the Company performance, assessed on an annual basis. In January 2017, in consideration of, among other things, the unfavorable results of OPuS-2 clinical trial and the ultimate discontinuation of theavoralstat program, as well as the delay of the APeX-1 clinical trial in 2016, the Committee determined that no long-term equity grant would be made withrespect to 2016 performance at that time. In February 2017, in light of the positive results of the interim analysis of APeX-1, advancements in the HAE and BSAV programs, and theCompany’s progress with respect to RAPIVAB post-marketing commitments, the Committee authorized an equity incentive grant to ensure competitivecompensation and promote employee retention and recruitment (the “2017 Equity Incentive Grant”). In establishing the size of the 2017 Equity IncentiveGrant, the Committee also reviewed the analysis presented by Radford regarding the Company’s 2016 Peer Group equity compensation practices, the numberof shares of common stock available for grant under the Company’s Stock Incentive Plan, existing levels of stock ownership among executives, the vestingschedules of previously granted long-term equity incentive awards, changes in and the volatility of the Company’s stock price, the financial impact to theCompany of the 2017 Equity Incentive Grant, and the perceived impact of previously issued long-term equity incentive awards in retaining and motivatingemployees. Considering the foregoing, the Committee determined to grant long-term equity incentive awards at a level representing the 50th percentile ofcomparative companies based on the 2016 Peer Group data provided by Radford. The Committee further determined that in keeping with current markettrends and based on the limitations of the available equity pool, the long-term equity incentive awards for 2015 performance should consist 100% of stockoptions and no restricted stock units. Exercising its discretion in consideration of the foregoing factors, in February 2017, the Committee awarded: to Mr.Stonehouse, options to purchase 500,000 shares of common stock; to Mr. Staab, options to purchase 175,000 shares of common stock; to Dr. Babu, options topurchase 175,000 shares of common stock; to Dr. Sheridan, options to purchase 175,000 shares of common stock; and to Ms. Powell, options to purchase150,000 shares of common stock. 10  The stock options granted in February 2017 have a four-year 25% annual vesting schedule. All stock options granted under the Stock Incentive Planexpire ten years after the date of the grant. This provides a reasonable time frame during which the executive officers and other employees who receive grantscan benefit from the appreciation of the Company’s shares. The exercise price of options granted under the Stock Incentive Plan cannot be less than 100% ofthe fair market value of the underlying stock on the date of grant. In December 2017, in consideration of the assessment of the Company’s performance against corporate performance objectives for 2017 as describedunder “Annual Incentive Compensation (AIP)” above and in reviewing the analysis provided by Radford regarding the Company’s 2017 Peer Group equitycompensation practices and the number of shares of common stock available for grant under the Company’s Stock Incentive Plan, the Committee determinedto grant long-term equity incentive awards at a level representing the 50th percentile of comparative companies based on the 2017 Peer Group data providedby Radford. The Committee further determined that in keeping with current market trends and based on the limitations of the available equity pool, the long-term equity incentive awards for 2017 performance should consist 100% of stock options and no restricted stock units. In recognition of the limitations of theavailable equity pool, the Committee determined that 50% of the stock options to be awarded would be issued in December 2017 and the remaining stockoptions would be issued on a second grant date to be determined by the Committee after the Company’s 2018 annual shareholders meeting. In light of theproposed Mergers with Idera, the second tranche of stock options will not be issued. Exercising its discretion in consideration of the foregoing factors, inDecember 2017, the Committee awarded: to Mr. Stonehouse, options to purchase 300,000 shares of common stock; to Mr. Staab, options to purchase 100,000shares of common stock; to Dr. Babu, options to purchase 100,000 shares of common stock; to Dr. Sheridan, options to purchase 100,000 shares of commonstock; and to Ms. Powell, options to purchase 80,000 shares of common stock. The stock options granted in December 2017 have a four-year 25% annual vesting schedule. All stock options granted under the Stock IncentivePlan expire ten years after the date of the grant. This provides a reasonable time frame during which the executive officers and other employees who receivegrants can benefit from the appreciation of the Company’s shares. The exercise price of options granted under the Stock Incentive Plan cannot be less than100% of the fair market value of the underlying stock on the date of grant. Clawback Policy In January 2013, our Board implemented a “clawback” policy. The policy provides that in the event of material noncompliance with financialreporting under the securities laws, we may recover (in whole or in part) any performance based incentive payments and equity-based performance awardsreceived by our named executive officers three years prior to a material financial restatement, if the Board determines that such executive officer waspersonally involved in misconduct with respect to material noncompliance that led to the restatement and that such incentive payment or equity-basedperformance award would have been lower had they been calculated based on the restated results. Other Elements of Compensation In order to attract and retain key talent and pay market levels of compensation, we offer broad-based retirement, health and welfare employeebenefits to our eligible employees, including our Named Executive Officers, subject to the terms and conditions of each benefit program. Our NamedExecutive Officers are eligible to participate in these benefits on the same basis as other full-time employees. Medical Insurance. The Company makes available to eligible employees and their dependents group health, dental and vision insurance coverage. Life and Disability Insurance. The Company makes available disability and life insurance at coverage levels based upon the employee’s level ofcompensation. In addition, as part of Mr. Stonehouse’s employment agreement, he is entitled to have either a $1 million life insurance policy payable to hisbeneficiary upon death, or, if there is no policy in place, we are required to pay his beneficiary $1 million. An insurance policy was in place at December 31,2017. Defined Contribution Plan. The Company offers a retirement plan designed to meet the requirements under Section 401(k) of the Internal RevenueCode. The 401(k) plan permits eligible employees to defer up to 100% of their annual eligible compensation, subject to certain limitations imposed by theInternal Revenue Code. Employee elective deferrals are immediately vested and non-forfeitable. The Company makes matching contributions equal to thefirst 5% of the employee elective deferrals, which vest over a period not to exceed six years. 11  Stock Purchase Plan. The Company sponsors a broad-based employee stock purchase plan (the “ESPP”), designed to meet the requirements underSection 423 of the Internal Revenue Code. The ESPP permits employees to purchase Company stock at a discount through payroll deductions. ESPPparticipants are granted a purchase right to acquire shares of common stock at a price that is 85% of the stock price on either the first day of the stockpurchase period or the last day of the stock purchase period, whichever is lower. The purchase dates occur on the last business days of January and July ofeach year. To pay for the shares, each participant may authorize periodic payroll deductions from 1% to 15% of the employee’s cash compensation, subject tocertain limitations imposed by the Internal Revenue Code. In addition, no employee may purchase more than 3,000 shares in each purchase period and/or$25,000 in each calendar year. All payroll deductions collected from the participant during the purchase period are automatically applied to the purchase ofcommon stock on the dates indicated above provided the participant remains an eligible employee and has not withdrawn from the ESPP prior to thepurchase date. Other. With the exception of the commuting expense reimbursements described below and the relocation expenses described under the caption“Executive Relocation Policy,” the Company makes available certain other fringe benefits to executive officers that are the same as are made available to itsother employees, such as tuition reimbursement and payment of professional dues. The aggregate amount of these other fringe benefits was less than $10,000for each NEO during 2017. In September 2013, the Committee determined, in order to retain the employment of Dr. Sheridan and better accommodate his personal situation, toreimburse Dr. Sheridan’s reasonable commuting expenses for traveling regularly from his home in California to North Carolina to oversee and manage theclinical development operations of the Company. The Committee also determined to grant Dr. Sheridan “gross up” payments to reimburse the taxes on suchcommuting reimbursements, provided that the total amount for such reimbursement and “gross up” payments do not exceed $50,000 in a calendar year. In2017, the Company paid commuting reimbursements and “gross up” payments to Dr. Sheridan in the amounts of $17,210 and $10,361, respectively. In 2017, the Company paid commuting expense reimbursements and “gross up” payments to Ms. Powell in the amounts of $21,166 and $10,400,respectively. Executive Relocation Policy. In November 2007, the Board approved the Committee’s recommended adoption of an Executive Relocation Policy(the “Relocation Policy”) for certain new employees of the Company, including executive officers. The Relocation Policy provides for a house hunting trip,temporary living and trips home for up to 90 days, home selling support or direct reimbursement for some selling expenses, moving costs and temporarystorage of goods, customary closing expenses on the new home, a miscellaneous allowance of one month’s salary, not to exceed $5,000, and gross up of alltaxable expenses. The Relocation Policy requires 100% repayment of benefits if the employee leaves or is terminated for cause within 12 months from thehire date. CEO Pay Ratio The following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO to the medianof the annual total compensation of our other employees. We determined our median employee based on 2017 annual base salary and 2017 AIP awards foreach of our 78 employees (excluding the CEO) as of December 31, 2017. The annual total compensation of our median employee (other than the CEO) for2017 was $205,353. As disclosed in the Summary Compensation Table included in this CD&A, our CEO’s annual total compensation for 2017 was$3,921,189. Based on the foregoing, the ratio of the 2017 annual total compensation of our CEO to the median of the annual total compensation of all otheremployees was 19 to 1. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimatedratio reported above should not be used as a basis for comparison between companies. Employment Agreement of CEO Mr. Stonehouse entered into a one-year employment agreement with the Company on January 5, 2007 that automatically renews for successiveannual terms. Mr. Stonehouse’s minimum annual compensation is $400,000 with the potential to earn a cash bonus of up to $300,000 based on theCompany’s achievement of performance related goals. In addition, Mr. Stonehouse is entitled to receive reasonable vacation, sick leave, medical benefits, $1million of life insurance during the term of his employment, participation in profit sharing or retirement plans, payment of fees for his participation in theadvisory council at Duke University, and reimbursement for reasonable attorneys’ fees incurred in connection with the negotiation of his employmentagreement. His agreement also provided for stock option and restricted stock awards. The termination and change in control provisions of Mr. Stonehouse’sagreement are set forth under the heading “Potential Payments Upon Termination or Change in Control.” Mr. Stonehouse’s current base salary and annualincentive compensation levels are described above under the headings “Elements of Executive Compensation—Base Salary and —Annual IncentiveCompensation (AIP).” 12  Employment Agreements of Other Named Executive Officers Under Mr. Staab’s agreement, effective May 2011, he is entitled to a base salary of $370,000 and is eligible for an annual cash bonus of up to 30% ofhis base salary. The termination and change in control provisions of Mr. Staab’s agreement are set forth under the heading “Potential Payments UponTermination or Change in Control.” Under Dr. Sheridan’s agreement, effective June 2008, he is entitled to a base salary of $375,000 and a bonus based on a target amount equal to atleast 25% of his base compensation. Dr. Sheridan was also provided with relocation assistance under the Relocation Policy consisting of temporary housingfor up to six months and payment of certain moving expenses. The termination and change in control provisions of Dr. Sheridan’s agreement are set forthunder the heading “Potential Payments Upon Termination or Change in Control.” Under Dr. Babu’s agreement, effective April 2012, he is entitled to a base salary of $331,450 and a bonus based on a target amount equal to at least30% of his base compensation. The termination and change in control provisions of Dr. Babu’s agreement are set forth under the heading “PotentialPayments Upon Termination or Change in Control.” Under Ms. Powell’s agreement, effective January 2015, she is entitled to a base salary of $350,000 and a bonus based on a target amount equal to atleast 35% of her base compensation. The termination and change in control provisions of Ms. Powell’s agreement are set forth under the heading “PotentialPayments Upon Termination or Change in Control.” Current base salary and annual incentive compensation levels for each of our Named Executive Officers are described above under the headings“Elements of Executive Compensation—Base Salary and —Annual Incentive Compensation (AIP).” The stock option provisions for the other Named Executive Officers are the same as all other employees. In the event of termination of service otherthan on account of death or disability, each executive has three months to exercise any options exercisable prior to the termination in service. In the event ofpermanent disability, the executive will be able to exercise all outstanding options vested at the time of such disability in their entirety within the earlier of12 months or the expiration of the option. In the event of death, the executor of his estate will be able to exercise all of the outstanding options in theirentirety within the earlier of 12 months or the expiration of the option. If the executive has completed five years of service, all outstanding options vest intheir entirety at death, but with less than five years of service only the portion of the option that was exercisable at the time of death will be exercisableduring the 12-month period. As with all employees, if the executive is no longer an employee of the Company, but prior to the last date of employmentcontinues service with the Company in another capacity, such as service as a consultant or service as a member of the Board of Directors, his outstandingoptions continue to vest and be exercisable until three months after separation from such service or expiration of the option. Upon termination, each Named Executive Officer is entitled to receive amounts earned during the term of employment. These items are: accruedvacation pay, vested amounts payable under the Company’s 401(k) plan, and the ability to exercise any outstanding vested stock options for a period ofthree months following the final date of employment. In addition, upon death or disability, the executive, or beneficiary in the event of death, will receive benefits under the Company’s disability benefitprogram or payments under a life insurance policy, as applicable. The standard stock option terms for all optionees, including the Named Executive Officers, provides for full acceleration of vesting upon certainevents. Full acceleration is automatic upon a change in control not approved by stockholders, such as: (i) acquisition of over 50% of the combined votingpower of the Company, and (ii) change in composition of the Board over a period of 24 consecutive months or less such that a majority of the Board membersceases as a result of one or more contested elections. In the event of an acquisition such as: (i) a merger or consolidation, (ii) the sale, transfer or otherdisposition of all or substantially all of the assets of the Company in liquidation or dissolution of the Company, or (iii) any reverse merger in which theCompany is the surviving entity but in which securities possessing more than 50% of the total combined voting power of the Company’s outstandingsecurities are transferred to a person or persons different from the persons holding those securities immediately prior to such merger, then the unvestedoptions of the optionees are accelerated unless the options are assumed by the acquiring company. These provisions are superseded by the provisions of theemployment agreements of the Named Executive Officers, if applicable, as described under the heading “Potential Payments Upon Termination or Change inControl.” 13  Policy Regarding Tax Deductibility of Compensation Section 162(m) of the Internal Revenue Code limits our ability to deduct compensation paid to certain of our Named Executive Officers (the coveredemployees) for tax purposes to $1 million annually. Covered employees include our CEO and our next three highest paid executive officers, other than ourprincipal financial officer. This limitation does not apply to performance-based compensation, provided certain conditions are satisfied. As part of its role, theCommittee reviews and considers the deductibility of compensation with respect to Section 162(m) of the Internal Revenue Code. Options granted under theStock Incentive Plan are expected to be fully deductible for federal income tax purposes. Compensation attributable to stock issuances or restricted stockunits under the Stock Incentive Plan may or may not qualify for the performance-based compensation exception, depending upon the specific terms of eachgrant. The application of Section 162(m) is complex and may change with time (with potentially retroactive effect). For 2017, the compensation paid in cashto the Company’s executive officers did not exceed the $1 million limit per officer. While the Committee considers the deductibility of awards as one factorin determining executive compensation, the Committee also looks at many other factors in making its decisions, and retains the flexibility to grant awards itdetermines to be consistent with the Company’s overall compensation philosophy even if the award is not deductible by the Company for tax purposes. Policy with Respect to Equity Compensation Awards The Company grants all equity incentive awards based on the fair market value as of the date of grant. The exercise price for stock option grants andsimilar awards is determined by reference to the last quoted price per share on the Nasdaq Global Select Market at the close of business on the date of grant. Risk Assessment of Compensation Programs Management of the Company, together with the Company’s compensation consultant and outside counsel and Compensation Committee, hasexamined the Company’s compensation program and discussed whether any elements of the program created risks that were reasonably likely to have amaterial adverse effect on the Company. Following this analysis, management concluded that the elements of the Company’s compensation program did notcreate risks that are reasonably likely to have a material adverse effect on the Company. In its analysis, management considered a number of factors,including primarily: (1) the total value of the payments made under the Company’s compensation program for the prior year and (2) that any corporateactions that would potentially lead to achievement of corporate performance objectives would require approval by the Company’s Board of Directors, whichprovides a check on the ability of any individual to take risks that could have a material adverse effect on the Company in an effort to achieve a certainperformance objective. 14  SUMMARY COMPENSATION TABLE The following table sets forth the total compensation awarded, paid to or earned by the individuals who served as our CEO and CFO during 2017,along with the next three most highly compensated executive officers during 2017. Name and Principal Salary Bonus Stock Awards Option Awards Non-Equity Incentive Plan Compensation All Other Compensation TotalPosition Year ($) ($)(1) ($)(2) ($)(2) ($)(3) ($)(4) ($)Jon P. Stonehouse 2017 532,823 243,019 - 2,910,080 220,862 14,405(5) 3,921,189 President, Chief Executive 2016 519,828 - - 736,454 - 14,155(5) 1,270,437 Officer and Director 2015 504,687 - 345,344 2,284,992 - 14,155(5) 3,149,178 Thomas R. Staab II 2017 434,002 143,962 - 1,001,288 130,836 13,500 1,723,588 Senior Vice President and 2016 423,417 - - 282,798 - 13,250 719,465 Chief Financial Officer 2015 411,084 - 108,224 796,417 - 13,250 1,328,975 Yarlagadda S. Babu, Ph.D. 2017 382,480 126,872 - 1,001,288 115,304 13,500 1,639,444 Senior Vice President of 2016 373,152 - - 282,798 - 13,250 669,200 Drug Discovery 2015 362,283 - 108,224 796,417 - 13,250 1,280,174 William P. Sheridan 2017 469,143 155,618 - 1,001,288 141,429 41,072(6) 1,808,550 Senior Vice President and 2016 457,700 - - 324,040 - 36,409(6) 818,149 Chief Medical Officer 2015 444,369 - 132,554 941,072 - 50,585(6) 1,568,570 Lynne M. Powell (7) 2017 369,513 122,570 - 838,543 111,395 45,066(8) 1,487,087 Senior Vice President and 2016 360,500 - - 282,798 - 29,641(8) 672,939 Chief Commercial Officer 2015 327,564 - 113,300 2,690,143 - 61,923(8) 3,192,930 (1)Represents incentive cash awards paid in March 2017 as described above under the caption “Elements of Executive Compensation.” (2)These amounts reflect the aggregate grant date fair value for the fiscal years ended December 31, 2017, December 31, 2016 and December 31, 2015computed in accordance with FASB ASC Topic 718 of awards pursuant to the Stock Incentive Plan. Assumptions used in the calculation of theseamounts are included in Note 7 to the Company’s audited financial statements for the year ended December 31, 2017 and December 31, 2016, andNote 6 to the Company’s audited financial statements for the year ended December 31, 2015, which are included in the Company’s Annual Reportson Form 10-K filed with the SEC on March 12, 2018, February 27, 2017 and February 26, 2016, respectively.(3)Represents payments earned under the AIP for 2017 performance as described above under the caption “Elements of ExecutiveCompensation.” Values shown reflect the full calculated payout of the incentive awards under the AIP. (4)Except as otherwise noted, the amounts shown reflect the Company contribution for the executive to the 401(k) plan. (5)Consists of Company contributions to the 401(k) plan and life insurance premiums described above under the caption “Other Elements ofCompensation-Life and Disability Insurance.” For 2017, such amounts were $13,500 and $905, respectively. (6)Consists of Company contributions to the 401(k) plan, commuting expense reimbursements and tax “gross up” payments related to such commutingexpenses, each as described above under the caption “Other Elements of Compensation-Other.” For 2017, such amounts were $13,500, $17,210 and$10,362, respectively. (7)Ms. Powell was hired as our Senior Vice President and Chief Commercial Officer effective January 26, 2015. 15  (8)Consists of Company contributions to the 401(k) plan, commuting expense reimbursements and tax “gross-up” payments related to such commutingexpenses, each as described above under the caption “Other Elements of Compensation - Other.” For 2017, such amounts were $13,500, $21,166 and$10,400, respectively. GRANTS OF PLAN-BASED AWARDS IN 2017 The following table provides information about plan-based awards granted during 2017 to our Named Executive Officers. Estimated Future Payments UnderNon-Equity Incentive Plan Awards Estimated Future Payments Under Equity Incentive Plan Awards All Other Stock Awards: Numberof Shares ofStock or Units Other Option Awards: Number of Securities Underlying Options Exercise or Base Price of Option Awards Grant Fair Value of Stock and Option Awards Compensation Threshold Target Maximum Threshold Target Maximum Name Grant Date Committee Action ($)(1) ($)(1) ($)(1) (#) (#) (#) (#)(2) (#)(3) ($/Sh)(4) ($)(5) Jon P. Stonehouse 2/27/17 2/26/17 - - - - - - - 500,000 5.51 1,875,650 12/20/17 12/19/17 - - - - - - - 300,000 5.04 1,034,430 - - 294,482 441,723 - - - - Thomas R. Staab II 2/27/17 2/26/17 - - - - - - - 175,000 5.51 656,478 12/20/17 12/19/17 - - - - - - - 100,000 5.04 344,810 - - 174,448 209,337 - - - - Yarlagadda S. Babu, Ph.D. 2/27/17 2/26/17 - - - - - - - 175,000 5.51 656,478 12/20/17 12/19/17 - - - - - - - 100,000 5.04 344,810 - - 153,738 184,486 - - - - William P. Sheridan 2/27/17 2/26/17 - - - - - - - 175,000 5.51 656,478 12/20/17 12/19/17 - - - - - - - 100,000 5.04 344,810 - - 188,572 226,287 - - - - Lynne M. Powell 2/27/17 2/26/17 - - - - - - - 150,000 5.51 562,695 12/20/17 12/19/17 - - - - - - - 80,000 5.04 275,848 - - 148,526 178,231 - - - - (1)Represents possible payouts under our 2017 AIP. The amount shown in the “target” column represents the incentive payment that will be earned ifperformance is assessed at target. The amount shown in the “maximum” column represents the maximum amount payable under the AIP. There is nospecific “threshold” amount payable for minimal performance under the AIP. Payout could be zero if corporate objectives are not met. (2)Unless otherwise indicated, restricted stock units vest 25% each year until fully vested after four years. (3)Options vest 25% each year until fully vested after four years and have a term of ten years. (4)The exercise price is the closing market price of our common stock on the grant date. (5)See the Summary Compensation Table above for more information about the assumptions used to determine these amounts. 16  OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2017 The following table summarizes the equity awards we have made to our Named Executive Officers which are outstanding as of December 31, 2017. Option Awards Stock AwardsName Number of Securities underlying Unexercised Options (#) Exercisable Number of Securities underlying Unexercised Options (#) Unexercisable Equity Incentive PlanAwards: Number of Securities Underlying Unexercised Options (#) Exercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Exercise Date Number of Shares of Stock that have not Vested (#) Market Value of Shares of Stock that have not Vested ($)(1)Jon P. Stonehouse 56,949 - 3.26 3/14/2018 80,000 - 1.20 3/2/2019 116,809 - 6.68 3/1/2020 134,279 - 4.15 3/1/2021 184,000 - 4.73 3/1/2022 368,000 - 1.42 1/1/2023 - - 75,000(4) 25,000(4) 5.45 8/8/2023 63,000 21,000(2) 10.80 1/20/2024 40,710(5) 94,990(5) 12.16 1/1/2025 81,475 81,475(2) 10.82 12/29/2025 84,262 252,788(2) 3.22 5/23/2026 - 500,000(2) 5.51 2/27/2027 - 300,000(2) 5.04 12/20/2027 32,000(3) 157,120 14,200(3) 69,722 Thomas R. Staab II 55,805 - 3.78 7/1/2021 4,000 - 4.73 3/1/2022 25,000 - 1.42 1/1/2023 50,000 - 1.42 1/1/2023 41,000(4) 17,000(4) 5.45 8/8/2023 26,250 8,750(2) 10.80 1/20/2024 27,000(5) 63,000(5) 11.13 12/22/2024 21,200 21,200(2) 12.16 1/1/2025 31,286 31,287(2) 10.82 12/29/2025 32,356 97,071(2) 3.22 5/23/2026 - 175,000(2) 5.51 2/27/2027 - 100,000(2) 5.04 12/20/2027 13,500(3) 66,285 4,450(3) 21,850 Yarlagadda S. Babu, Ph.D. 30,000 - 3.26 3/14/2018 31,874 - 1.20 3/2/2019 55,000 - 6.68 3/1/2020 50,000 - 4.15 3/1/2021 62,000 - 4.73 3/1/2022 50,000 - 1.42 1/1/2023 50,000 - 1.42 1/1/2023 51,000(4) 17,000(4) 5.45 8/8/2023 26,250 8,750(2) 10.80 1/20/2024 27,000(5) 63,000(5) 11.13 12/22/2024 21,200 21,200(2) 12.16 1/1/2025 31,286 31,287(2) 10.82 12/29/2025 32,356 97,071(2) 3.22 5/23/2026 - 175,000(2) 5.51 2/27/2027 - 100,000(2) 5.04 12/20/2027 13,500(3) 66,285 4,450(3) 21,850 17  William P. Sheridan 42,112 - 2.58 7/1/2018 59,949 - 6.68 3/1/2020 41,250 - 4.15 3/1/2021 46,573 - 4.73 3/1/2022 100,000 - 5.59 3/9/2022 37,500 - 1.42 1/1/2023 25,000 - 1.42 1/1/2023 17,000(4) 17,000(4) 5.45 8/8/2023 26,250 8,750(2) 10.80 1/20/2024 33,900(5) 79,100(5) 11.13 12/22/2014 26,000 26,000(2) 12.16 1/1/2025 35,849 35,849(2) 10.82 12/29/2025 37,075 111,227(2) 3.22 5/23/2026 - 175,000(2) 5.51 2/27/2027 - 100,000(2) 5.04 12/20/2027 13,500(3) 66,285 5,450(3) 26,760 Lynne M. Powell 95,000 95,000(2) 11.33 1/26/2025 30,000(5) 70,000(5) 11.33 1/26/2025 31,286 31,287(2) 10.82 12/29/2025 32,356 97,071(2) 3.22 5/23/2026 - 150,000(2) 5.51 2/27/2027 - 80,000(2) 5.04 12/20/2027 ____________ (1)Market value is calculated by multiplying the closing market price of our common stock as of December 31, 2017 ($4.91) by the number of shares thathave not vested. (2)Options vest at a rate of 25% per year until fully vested after four years. The term of each option is ten years. (3)Restricted stock units vest 25% each year until fully vested after four years. (4)Special performance stock options that vest upon successful completion of specific performance objectives described under the caption “SpecialPerformance Awards” in the Company’s 2014 proxy statement filed on March 21, 2014. (5)Special performance stock options that vest upon successful completion of specific performance objectives described under the caption “2014 SpecialPerformance Award” in the Company’s 2015 proxy statement filed on April 10, 2015. 18  2017 OPTION EXERCISES AND STOCK VESTED The following table provides information on stock option exercises during 2017 by our Named Executive Officers and restricted stock units held byour Named Executive Officers that vested during 2017. Option Awards Stock AwardsName Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($)(1) Number of Shares Acquired on Vesting(#) Value Realized on Vesting ($)(2)Jon P. Stonehouse - - 54,750(3) 334,408 Thomas R. Staab II 60,455 294,821 17,850(4) 107,861 Yarlagadda S. Babu, Ph.D. - - 17,850(5) 107,861 William P. Sheridan - - 18,350(6) 111,026 ____________ (1)Value is calculated by multiplying (a) the number of shares acquired upon exercise by (b) the difference between the market price of our commonstock at the time of exercise and the exercise price. (2)Value is calculated by multiplying (a) the closing market price of our common stock on the vesting date by (b) the number of shares of stock thatvested. (3)The Company withheld 19,167 of these shares for payment of Mr. Stonehouse’s tax obligations. (4)The Company withheld 6,874 of these shares for payment of Mr. Staab’s tax obligations. (5)The Company withheld 6,722 of these shares for payment of Dr. Babu’s tax obligations. (6)The Company withheld 7,842 of these shares for payment of Dr. Sheridan’s tax obligations. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table sets forth potential payments payable to our Named Executive Officers upon termination of employment. The amounts includecompensation payable upon voluntary or involuntary termination or retirement, termination following a change in control, and in the event of disability ordeath. None of the Named Executive Officers are entitled to any payments upon termination with cause. The Company’s Annual Incentive Plan provides thatif the employment of a participating employee is terminated as a result of death, retirement or permanent disability, the employee is eligible to receive a prorata award based on his or her base salary on the date of separation during the plan year in which the employee was considered an active employee and thenumber of whole months actually worked. In all other circumstances, absent provisions to the contrary in an employment agreement, all awards are forfeited ifan employee voluntarily or involuntarily terminates employment with the Company before the annual incentive awards are paid. The Company’sCompensation Committee may in its discretion revise, amend or add to the benefits if it deems it advisable. The amounts shown assume the options arevalued at their last intrinsic value in fiscal 2017 and that termination is effective December 31, 2017, and thus include amounts earned through such time andare estimates of the amounts which would be paid out to the executives upon their termination. The actual amounts to be paid out can only be determined atthe time of such executive’s separation from the Company. The amounts shown in the table do not include: accrued vacation, vested amounts payable underthe Company’s 401(k) plan, any accrued but unpaid bonus or base salary, or potential compensation recognized upon exercise of vested options as disclosedin the Outstanding Equity Awards table above. A description of the relevant provisions of the employment agreements of Messrs. Stonehouse and Staab, Drs. Sheridan and Babu, and Ms. Powell isset forth below the table. A description of the benefits executive officers are entitled to upon death, retirement or disability under the AIP or under the termsof the Company’s equity grants is included in “Compensation Discussion and Analysis.” 19  Name Benefit Termination Without Cause($) Constructive Termination ($) Disability ($) Death (1)($) Retirement ($) Change in Control with no Change in Employment Status ($) Change in Control and Termination (2)($)Jon P.Stonehouse Base salary 1,070,844 1,070,844 1,070,844 - - - 1,070,844 Target bonus(3) 588,964 588,964 588,964 294,482 294,482 - 588,964 Health care premiums(4) 34,401 34,401 34,401 - - - 34,401 Equity vesting acceleration(5) - - - 654,054 - 654,054 654,054 Total 1,694,209 1,694,209 1,694,209 948,536 294,482 654,054 2,348,262 Thomas R. StaabII Base salary 436,119 436,119 - - - - 436,119 Target bonus(3) 174,448 174,448 174,448 174,448 174,448 - 174,448 Health care premiums(4) 34,401 34,401 - - - - 34,401 Equity vesting acceleration(5) - - - 252,184 - 252,184 252,184 Total 644,968 644,968 174,448 426,632 174,448 252,184 897,152 Yarlagadda S.Babu, Ph.D. Base Salary 384,346 384,346 - - - - 384,346 Target bonus(3) - - 153,738 153,738 153,738 - - Health care premiums(4) 34,401 34,401 - - - - 34,401 Equity vesting acceleration(5) - - - 252,184 - 252,184 252,184 Total 418,747 418,747 153,738 405,922 153,738 252,184 670,931 William P.Sheridan Base salary 471,431 471,431 - - - - 471,431 Target bonus(3) - - 188,572 188,572 188,572 - - Health care premiums(4) 23,733 23,733 - - - - 23,733 Equity vesting acceleration(5) - - - 281,018 - 281,018 281,018 Total 495,164 495,164 188,572 469,590 188,572 281,018 776,182 Lynne M. Powell Base salary 371,315 371,315 - - - - 371,315 Target bonus(3) 148,526 148,526 148,526 148,526 148,526 - 148,526 Health care premiums(4) 34,401 34,401 - - - - 34,401 Equity vesting acceleration(5) - - - - - 164,050 164,050 Total 554,242 554,242 148,526 148,526 148,526 164,050 718,292 ____________ (1)Pursuant to the terms of the Company’s Stock Incentive Plan, acceleration of unvested options occurs only in the event of death after five years ofservice. 20  (2)Benefits for Mr. Stonehouse are triggered if his employment is terminated without Cause or as a result of Disability or Constructive Terminationfollowing a Change of Control. Benefits for Mr. Staab, Drs. Sheridan and Babu, and Ms. Powell are triggered if their employment is terminated withoutCause or if they are Constructively Terminated within six months following a Change of Control. The employment agreement for Mr. Stonehouseprovides that if any benefit would be subject to excise tax imposed by section 4999 of the Internal Revenue Code or any interest or penalties withrespect to such excise tax, the employee shall be entitled to the greater of the employee's net after tax benefit of the entire payment assuming thepayment is subject to section 4999 (which payment would be subject to the excise tax) and the employee's net after tax benefit of the payments afterthe payments are reduced just to the point that there is no section 4999 excise tax. The Company will not pay the excise tax if the payments aresubject to section 4999. (3)Represents Annual Incentive Plan award at the target percentage for each individual (except with respect to Mr. Stonehouse, who, as described below,receives twice the Annual Incentive Plan award at the target percentage in the event of termination without Cause, Constructive Termination, orDisability). (4)Represents twelve months of premiums under COBRA. (5)Based on the closing price of the Company’s stock as of December 31, 2017. Mr. Stonehouse Pursuant to the terms of his employment letter agreement, in the event of termination by the Company without Cause, upon non-renewal of the termof the agreement by the Company, as a result of a Constructive Termination, or by the Company as a result of a Disability, Mr. Stonehouse is entitled toseverance equal to the product of (x) two, and (y) the sum of (i) his annual base salary in effect immediately prior to the effective date of the termination, and(ii) his target bonus in effect for the fiscal year of termination, to be paid in equal installments over the regularly scheduled payroll periods of the Companyfor the two years following the effective date of termination. The Company will also pay the monthly premium for health insurance coverage under COBRAuntil the earlier of 12 months following the effective date of termination or the date upon which COBRA continuation coverage ceases. If there is a Change ofControl, all equity awards granted to Mr. Stonehouse vest in full, and if his employment is terminated without Cause or as a result of Disability orConstructive Termination following the Change of Control, he shall receive the benefits described above. The receipt of such benefits is subject to hissigning and not revoking a release of any and all claims against the Company, its officers, directors and employees, resigning from the Board, and returningto the Company all of its property and confidential information. To the extent required, the payments described in this paragraph may be delayed for theminimum period and the in the minimum manner necessary to avoid the imposition of the tax required by Section 409A of the Internal Revenue Code. For purposes of Mr. Stonehouse’s letter agreement: •“Cause” is defined as: determination by the Board his employment be terminated for any of the following reasons: (i) a violation of a federal orstate law or regulation that materially and adversely impacts the business of the Company, (ii) conviction or plea of no contest to a felonyunder the laws of the United States or any state, (iii) a breach of the terms of any confidentiality, invention assignment or proprietaryinformation agreement with the Company or with a former employer that materially and adversely impacts the Company, (iv) fraud ormisappropriation of property belonging to the Company or its affiliates, or (v) willful misconduct or gross negligence in connection with theperformance of his duties; provided, however, that no act or failure to act shall be considered “willful” unless it is done, or omitted to be donein bad faith or without reasonable belief that his action or omission was in the best interests of the Company. •“Constructive Termination” is defined as resignation of employment within 30 days of the occurrence of any of: (i) a reduction in hisresponsibilities or any change in his status or title with regard to his employment; (ii) a reduction in his base salary, unless such reductionoccurs prior to a Change of Control (as defined below) and is made in connection with a fiscal downturn of the Company pursuant to which thebase salaries of all executive officers of the Company are reduced by a comparable percentage; or (iii) a relocation of his principal office to alocation more than 50 miles from the location of his then-current principal office. •“Change of Control” is defined as (i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction theprincipal purpose of which is to change the State of the Company’s incorporation, (ii) the sale, transfer or other disposition of all orsubstantially all of the assets of the Company in liquidation or dissolution of the Company, (iii) any reverse merger in which the Company isthe surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’soutstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to suchmerger, or (iv) any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by,or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 of theExchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstandingsecurities pursuant to a tender or exchange offer made directly to the Company’s stockholders. 21  •“Disability” means the inability to perform his duties under the agreement by reason of physical or mental incapacity for 90 days, whetherconsecutive or not, during any consecutive 12-month period. Mr. Staab Pursuant to the terms of his employment letter agreement, in the event of termination by the Company without Cause, or if he resigns as a result of amaterial and adverse change in the Company’s business within six months after the four year term of the agreement expires, Mr. Staab is entitled to (i)continuation of his base salary for one year beyond the effective termination date, payable in accordance with the regular payroll practices of the Companyand (ii) payment of his target bonus in effect for the fiscal year of termination, payable in equal installments over the regularly scheduled payroll periods ofthe Company for the one year following the effective date of termination. The Company will also pay the monthly premium for health insurance coverageunder COBRA until the earlier of 12 months following the effective termination date, or the date upon which Mr. Staab commences employment with anentity other than the Company, if he elects to continue health insurance coverage under COBRA. If there is a Change of Control, all equity awards granted toMr. Staab vest in full, and if his employment is terminated without Cause or as a result of Constructive Termination following the Change of Control, he shallreceive the benefits described above. The receipt of such benefits is subject to his (a) signing and not revoking a release of any and all claims, in a formprescribed by the Company, and (b) returning to the Company all of its property and confidential information that is in his possession. To the extent required,the payments described in this paragraph may be delayed for the minimum period and the in the minimum manner necessary to avoid the imposition of thetax required by Section 409A of the Internal Revenue Code. Dr. Babu Pursuant to the terms of his employment letter agreement, in the event of termination by the Company without Cause, or if he resigns as a result of amaterial adverse change in the Company’s business within six months after the term of his agreement expires, Dr. Babu is entitled to (i) continuation of basesalary for one year beyond the effective termination date, payable in accordance with the Company’s regular payroll practices, (ii) if he elects to continuehealth insurance coverage under COBRA, the monthly premium for such coverage until the earlier of 12 months following the effective date of termination orthe date upon which he commences employment with another entity. In the event of a Change of Control, all equity awards shall vest in full, and if hisemployment is terminated without Cause or he is Constructively Terminated within six months of the Change of Control, he is entitled to the benefitsdescribed above. The receipt of such benefits is conditioned on his signing and not revoking a release of any and all claims, in a form prescribed by theCompany and returning to the Company all of its property and confidential information. To the extent required, the payments described in this paragraphmay be delayed for the minimum period and the in the minimum manner necessary to avoid the imposition of the tax required by Section 409A of theInternal Revenue Code. Dr. Sheridan Pursuant to the terms of his employment letter agreement, in the event of termination by the Company without Cause, or if he resigns as a result of amaterial adverse change in the Company’s business within six months after the term of his agreement expires, Dr. Sheridan is entitled to (i) continuation ofbase salary for one year beyond the effective termination date, payable in accordance with the Company’s regular payroll practices, (ii) relocation assistanceto move Dr. Sheridan’s personal belongings back to his California residence and (iii) if he elects to continue health insurance coverage under COBRA, themonthly premium for such coverage until the earlier of 12 months following the effective date of termination or the date upon which he commencesemployment with another entity. In the event of a Change of Control, all equity awards shall vest in full, and if his employment is terminated without Causeor he is Constructively Terminated within six months of the Change of Control, he is entitled to the benefits described above. The receipt of such benefits isconditioned on his signing and not revoking a release of any and all claims, in a form prescribed by the Company and returning to the Company all of itsproperty and confidential information. To the extent required, the payments described in this paragraph may be delayed for the minimum period and the inthe minimum manner necessary to avoid the imposition of the tax required by Section 409A of the Internal Revenue Code. 22  Ms. Powell Ms. Powell joined the Company in January 2015. Pursuant to the terms of her employment letter agreement, in the event of termination by theCompany without Cause, or if she resigns as a result of a material adverse change in the Company’s business within six months after the term of heragreement expires, Ms. Powell is entitled to (i) continuation of base salary for one year beyond the effective termination date, payable in accordance with theCompany’s regular payroll practices, (iii) payment of her target bonus in effect for the fiscal year of termination, payable in equal installments over theregularly scheduled payroll periods of the Company for the one year following the effective date of termination, and (iii) if she elects to continue healthinsurance coverage under COBRA, the monthly premium for such coverage until the earlier of 12 months following the effective date of termination or thedate upon which she commences employment with another entity. In the event of a Change of Control, all equity awards shall vest in full, and if heremployment is terminated without Cause or she is Constructively Terminated within six months of the Change of Control, she is entitled to the benefitsdescribed above. The receipt of such benefits is conditioned on her signing and not revoking a release of any and all claims, in a form prescribed by theCompany and returning to the Company all of its property and confidential information. To the extent required, the payments described in this paragraphmay be delayed for the minimum period and in the minimum manner necessary to avoid the imposition of the tax required by Section 409A of the InternalRevenue Code. For purposes of the agreements of Mr. Staab, Ms. Powell and Drs. Babu and Sheridan: • “Cause” means a determination by the Board that his employment be terminated for any of the following reasons: (i) failure or refusal to comply in anymaterial respect with lawful policies, standards or regulations of Company; (ii) a violation of a federal or state law or regulation applicable to the business ofthe Company; (iii) conviction or plea of no contest to a felony under the laws of the United States or any State; (iv) fraud or misappropriation of propertybelonging to the Company or its affiliates; (v) a breach in any material respect of the terms of any confidentiality, invention assignment or proprietaryinformation agreement with the Company or with a former employer, (vi) failure to satisfactorily perform his duties after having received written notice ofsuch failure and at least thirty (30) days to cure such failure, or (vii) misconduct or gross negligence in connection with the performance of his duties. • “Constructive Termination” means a resignation of employment within 30 days of the occurrence of any of the following events which occurs within 6months following a Change of Control: (i) a material reduction in his responsibilities; (ii) a material reduction in his base salary, unless such reduction iscomparable in percentage to, and is part of, a reduction in the base salary of all executive officers of the Company; or (iii) a relocation of his principal officeto a location more than 50 miles from the location of his principal office immediately preceding a Change of Control. • “Change of Control” means (i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principalpurpose of which is to change the State of the Company’s incorporation; (ii) the sale, transfer or other disposition of all or substantially all of the assets of theCompany in liquidation or dissolution of the Company; (iii) any reverse merger in which the Company is the surviving entity but in which securitiespossessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or personsdifferent from the persons holding those securities immediately prior to such merger; (iv) any person or related group of persons (other than the Company or aperson that directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficialownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting powerof the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s stockholders; or (v) a change in thecomposition of the Board over a period of twenty-four (24) consecutive months or less such that a majority of the Board members (rounded up to the nextwhole number) ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Boardmembers continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by atleast two-thirds of the Board members described in clause (A) who were still in office at the time such election or nomination was approved by the Board. 2017 DIRECTOR COMPENSATION The following table provides information related to the compensation of our non-employee directors during fiscal 2017. Name Fees Earned ($) Option Award ($) (1) (2) Non-Equity Incentive Plan Compensation All Other Compensation Total ($)George B. Abercrombie 69,583 104,664 - - 174,247 Fred E. Cohen, M.D., D.Phil 70,000(3) 104,664 - - 174,664 Stanley C. Erck 65,000 104,664 - - 169,664 Nancy J. Hutson, Ph.D. 65,000(3) 104,664 - - 169,664 Robert A. Ingram 72,917(3) 104,664 - - 177,581 Kenneth B. Lee 75,000 104,664 - - 179,664 Sanj K. Patel 62,500 104,664 - - 167,164 23  ____________ (1)Each non-employee director receives an automatic annual grant of an option to purchase 30,000 shares after the annual meeting. Options are granted tonew directors automatically in accordance with our Stock Incentive Plan at the time they become a director. New directors receive an option topurchase 60,000 shares issued on a prorated basis from the date of appointment until the next scheduled annual meeting. The options vest on amonthly basis until the next annual meeting and are then fully vested. As of December 31, 2017, each director had options outstanding to purchase thefollowing number of shares: Mr. Abercrombie: 132,667; Dr. Cohen: 110,833; Mr. Erck: 173,333; Dr. Hutson 128,333; Mr. Ingram: 78,750; Mr. Lee:120,000; and Mr. Patel: 76,667. (2)The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of awards pursuant to theStock Incentive Plan granted in 2017. Assumptions used in the calculation of these amounts are included in Note 6 to the Company’s auditedconsolidated financial statements for the year ended December 31, 2017, which are included in the Company’s Annual Report on Form 10-K filed withthe SEC on March 12, 2018. (3)Drs. Cohen and Hutson and Mr. Ingram have each elected to receive their respective retainers in the form of shares of our common stock (in lieu ofcash) equivalent in value to the fees earned. Pursuant to such elections, the Company issued the following number of shares: to Dr. Cohen, 3,009shares of common stock in lieu of $16,667 of cash; to Dr. Hutson, 7,608 shares of common stock in lieu of $40,000 of cash; to Mr. Ingram, 11,632shares of common stock in lieu of $60,417 of cash. Narrative to Director Compensation Table Directors who are employees of the Company do not receive any additional compensation for their services as a director. In addition to the equityawards described above, non-employee directors receive an annual retainer fee consisting of four equal installments paid in arrears on a quarterly basis.Annual retainers are also paid to members of Board committees. Directors are also reimbursed for expenses incurred in attending board or committee meetingsand while representing the Company in conducting certain business. The annual retainer fee is $40,000 ($75,000 for the Chairman), consisting of fourquarterly payments of $10,000 each ($18,750 each for the Chairman). Fees are not paid for attending committee meetings. Members of the Audit Committeeother than the Chair are paid an annual retainer of $10,000, members of the Compensation Committee, Finance Committee and Science Committee are paidan annual retainer of $7,500, and members of the Corporate Governance and Nominating Committee are paid an annual retainer of $5,000. The Chair of theAudit Committee is paid an annual retainer of $20,000, the Chairs of the Compensation Committee, Finance Committee and Science Committee are eachpaid an annual retainer of $15,000, and the Chair of the Corporate Governance and Nominating Committee is paid an annual retainer of $10,000. The annualretainers for committee members and committee Chairs are paid in arrears in four equal installments on a quarterly basis. Beginning on May 6, 2014, Directors were given the opportunity to elect to receive, in lieu of cash retainers, a number of shares of our commonstock equivalent in value to the Board retainer earned by such Director. Directors that make such an election receive 100% of their compensation in the formof common stock. These shares are distributed four times a year, in line with previous paid quarterly retainers. The number of shares to be distributed isdetermined using the closing price of our common stock on the last business day of the applicable three-month period. Three Directors, Dr. Cohen, Dr.Hutson, and Mr. Ingram, elected to receive shares of our common stock in lieu of cash retainer in 2017. Subsequent elections to receive Company shares inlieu of cash for future years shall be made on the date of each Annual Meeting, effective until the subsequent Annual Meeting. Compensation Committee Interlocks and Insider Participation During 2017, the following directors served on the Compensation Committee: Dr. Cohen, Mr. Erck, Dr. Hutson and Mr. Ingram. No member of theCommittee was at any time during 2017 an officer or employee of the Company. No executive officer of the Company served on the board of directors orcompensation committee of any entity which has one or more executive officers serving as members of the Company’s Board of Directors or CompensationCommittee. Compensation Committee Report The Compensation Committee reviewed the Compensation Discussion and Analysis and discussed its contents with Company management. Basedon such review and discussions, the Committee has recommended that the Compensation Discussion and Analysis be included in this Form 10-K/A. Fred E. Cohen, M.D., D.Phil, Chair of the CommitteeStanley C. ErckNancy Hutson, Ph.D.Robert A. Ingram 24  ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDERS MATTERS Equity Compensation Plan Information The following table provides information regarding the securities authorized for issuance under our equity compensation plans as of December 31,2017. Plan Category (a)Number ofSecurities to beIssued UponExercise ofOutstandingOptions, Warrantsand Rights (b)Weighted-AverageExercise Price ofOutstandingOptions, Warrantsand Rights($) (c)Number ofSecuritiesRemaining Availablefor Future IssuanceUnder EquityCompensation Plans(ExcludingSecuritiesReflected in Column(a))Equity compensation plans approved by security holders 14,661,521(1) 6.06 795,109(2)Equity compensation plans not approved by security holders - - - Total 14,661,521 6.06 795,109 (1)Represents stock option awards and restricted stock units granted under the Stock Incentive Plan. The number of shares that may be issued pursuantto the Employee Stock Purchase Plan during a given period and the purchase price of such shares cannot be determined in advance of such purchases. (2)Consists of 468,839 shares available for future issuance under the Stock Incentive Plan and 326,270 shares available for future issuance under theEmployee Stock Purchase Plan. 25  Security Ownership of Certain Beneficial Owners and Management The following table sets forth, as of March 9, 2018, certain information regarding the ownership of our common stock by (1) each of our namedexecutive officers and directors; (2) all of our executive officers and directors as a group; and (3) each person known to us to be the beneficial owner of morethan 5% of our common stock. Unless otherwise noted below, the address for each person listed in the table is the principal executive offices of the Company. Name and Address of Beneficial Owner Amount andNature ofBeneficialOwnership(1) Percent ofClass(2) 5% Stockholders Baker Bros. Advisors LP and related persons667 Madison Avenue, 21st FloorNew York, NY 10021 14,080,631(3) 14.27%BlackRock Inc. and related persons55 East 52nd StreetNew York, NY 10055 7,614,280(4) 7.72% Great Point Partners, LLC and related persons165 Mason Street, 3rd FloorGreenwich, CT 06830 7,478,275(5) 7.60% Deerfield Mgmt, L.P. and related persons780 Third Avenue, 37th FloorNew York, NY 10017 7,213,393(6) 7.33% RA Capital Management, LLC20 Park Plaza, Suite 1200Boston, MA 02116 6,984,692(7) 7.10% Janus Capital Management, LLC201 Bishopsgate EC2M 3AE, United Kingdom 6,739,266(8) 6.85% The Vanguard Group, Inc.100 Vanguard Blvd.Malvern, PA 19355 5,777,835(9) 5.87% Named Executive Officers and Directors George B. Abercrombie 140,166(10) * Fred E. Cohen, M.D., D.Phil. 227,742(11) * Stanley C. Erck 210,832(12) * Nancy J. Hutson, Ph.D. 163,979(13) * Robert A. Ingram 95,151(14) * Kenneth B. Lee, Jr. 127,751(15) * Sanj K. Patel 74,166(16) * Jon P. Stonehouse 2,021,527(17) 2.02% Thomas R. Staab II 512,155(18) * Yarlagadda S. Babu, Ph.D. 657,712(19) * William P. Sheridan, M.D. 612,291(20) * Lynne M. Powell 283,891(21) * All executive officers and directors as a group(12 persons) 5,127,363(22) 5.00%_________________________*Denotes less than 1% beneficial owner.(1)Gives effect to the shares of Common Stock issuable within 60 days after March 9, 2018 upon the exercise of all options and other rights beneficiallyheld by the indicated stockholder on that date.(2)Ownership percentage is reported based on 98,658,466 shares of common stock issued and outstanding on March 9, 2018, plus, as to the holder thereofonly and no other person, the number of shares (if any) that the person has the right to acquire as of March 9, 2018 or within 60 days from that datethrough the exercise of all options and other rights. 26  (3)From Schedule 13G/A filed with the SEC on February 13, 2018. Includes the aggregate number of shares of common stock beneficially owned alongwith shares of common stock that may be immediately acquired as follows: 1,836,848 shares held by 667, L.P., and 12,154,491 shares held by BakerBrothers Life Sciences, L.P., 23,459 shares directly held by each of Julian C. Baker and Felix J. Baker, 5,833 shares held by Dr. Stephen R. Biggar, anemployee of Baker Bros Advisors L.P. and former director of the Company, and 60,000 shares underlying stock options held by Dr. Biggar. By virtue oftheir power to control the investment decisions of the limited partnerships listed above, each of Baker Bros. Advisors LP, Baker Bros. Advisors (GP)LLC, Julian C. Baker and Felix J. Baker may be deemed to be beneficial owners of shares owned by such entities and may be deemed to have sole powerto vote or direct the vote of and sole power to dispose or direct the disposition of such securities. Dr. Biggar previously served on the BioCryst board as arepresentative of 667, L.P. and Baker Brothers Life Sciences, L.P. (the "Funds"). The policy of the Funds and Baker Bros Advisors L.P. does not permitemployees to receive compensation for serving as a director of the issuer. Therefore, Dr. Biggar has no pecuniary interest in any stock options or sharesof common stock directly held by him. The Funds are instead entitled to the pecuniary interest in any stock options and shares of common stockreceived as director compensation.(4)From Schedule 13G/A filed with the SEC on January 29, 2018 indicating that 7,614,280 shares are held by BlackRock, Inc. and certain subsidiaries. Nosuch subsidiary has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, more than five percent ofour common stock. BlackRock, Inc. may be deemed to have sole power to vote or to direct the vote of 7,478,233 shares of common stock and sole powerto dispose or to direct the disposition of 7,614,280 shares of common stock.(4)From Schedule 13D filed with the SEC on February 16, 2018 indicating that 7,478,275 shares are held by BioMedical Value Fund, L.P. and one or moreother funds, which are managed by Great Point Partners, LLC (the "BVF Adviser"). The BVF Adviser, in its capacity as the investment manager of suchfunds, has the power to vote and the power to direct the disposition of all shares held by such funds. Accordingly, the Adviser, Jeffrey R. Jay, as thesenior managing member of the BVF Adviser, and David Kroin, as the special managing member of the BVF Adviser, may be deemed to beneficiallyown all such shares.(5)From Schedule 13G/A filed with the SEC on February 14, 2018 indicating that 7,213,393 shares of common stock are held by Deerfield Partners, L.P.,Deerfield Special Situations Fund, L.P. and Deerfield International Master Fund, L.P., of which Deerfield Mgmt, L.P. is the general partner and which aremanaged by Deerfield Management Company, L.P. (the "Deerfield Adviser"). Accordingly, Deerfield Mgmt, L.P., as the general partner, and theDeerfield Adviser may be deemed to beneficially own, have shared power to vote or direct the vote, and shared power to dispose of or direct thedisposition of, such shares.(6)From Schedule 13G filed with the SEC on February 14, 2018 indicating that 6,984,692 shares of common stock are held by RA Capital Healthcare Fund,L.P. and one or more other funds, which are managed by RA Capital Management, LLC (the "RA Adviser"). The RA Adviser, in its capacity as theinvestment adviser to such funds, has the power to vote and the power to direct the disposition of all shares held by such funds. Accordingly, the RAAdviser and Peter Kolchinsky, as the manager of the RA Adviser, may be deemed to beneficially own all such shares.(7)From Schedule 13G filed with the SEC on February 12, 2018 indicating that 6,739,266 shares are held by Janus Capital Management LLC and one ormore other funds, which are managed by Janus Henderson Group plc (the "Janus Adviser"). The Janus Adviser, in its capacity as the investment adviserof such funds, has the power to vote and the power to direct the disposition of all shares held by such funds. Accordingly, the Janus Adviser may bedeemed to beneficially own all such shares.(8)From Schedule 13G filed with the SEC on February 8, 2018 indicating that 5,596,974 shares are owned by The Vanguard Group, Inc., 171,061 shares areowned by the Vanguard Fiduciary Trust Company and 21,600 shares are owned by Vanguard Investments Australia, Ltd. The Vanguard Group, Inc. maybe deemed to beneficially own all such shares.(9)Includes 103,166 shares issuable upon exercise of stock options that are exercisable as of March 9, 2018 or within 60 days from that date.(10)Includes 108,332 shares issuable upon exercise of stock options that are exercisable as of March 9, 2018 or within 60 days from that date.(11)Includes 170,832 shares issuable upon exercise of stock options that are exercisable as of March 9, 2018 or within 60 days from that date.(12)Includes 125,832 shares issuable upon exercise of stock options that are exercisable as of March 9, 2018 or within 60 days from that date.(13)Includes 76,249 shares issuable upon exercise of stock options that are exercisable as of March 9, 2018 or within 60 days from that date.(14)Includes 117,499 shares issuable upon exercise of stock options that are exercisable as of March 9, 2018 or within 60 days from that date.(15)Includes 74,166 shares issuable upon exercise of stock options that are exercisable as of March 9, 2018 or within 60 days from that date.(16)Includes 1,373,535 shares issuable upon exercise of stock options that are exercisable as of March 9, 2018 or within 60 days from that date.(17)Includes 376,997 shares issuable upon exercise of stock options that are exercisable as of March 9, 2018 or within 60 days from that date.(18)Includes 551,066 shares issuable upon exercise of stock options that are exercisable as of March 9, 2018 or within 60 days from that date.(19)Includes 593,958 shares issuable upon exercise of stock options that are exercisable as of March 9, 2018 or within 60 days from that date.(20)Includes 273,642 shares issuable upon exercise of stock options that are exercisable as of March 9, 2018 or within 60 days from that date.(21)Includes 3,972,274 shares issuable upon exercise of stock options that are exercisable as of March 9, 2018 or within 60 days from that date. 27  ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Certain Relationships and Related Transactions Since January 1, 2017, there were no relationships or related transactions requiring disclosure between the Company and any of its directors,executive officers or five percent stockholders. The Audit Committee Charter requires all related party transactions to be pre-approved by the AuditCommittee. Director Independence The Company is governed by a Board of Directors, which currently consists of eight directors as determined by resolution of the Board inaccordance with the Company’s Certificate of Incorporation. The Board has determined that seven of the eight current members of the Board (Abercrombie,Cohen, Erck, Hutson, Lee, Ingram and Patel), are independent as defined by Nasdaq. There are no family relationships among any of our directors orexecutive officers. Audit Committee The Company has an Audit Committee, currently consisting of Mr. Lee, as its Chairman, Mr. Abercrombie and Mr. Erck. The Audit Committeemembers are “independent” directors as defined by Nasdaq and the SEC and meet the heightened independence standards applicable to Audit Committeemembers under Nasdaq and SEC rules and meet Nasdaq’s financial literacy requirements for audit committee members. The Board has determined that Mr.Lee qualifies as an “audit committee financial expert,” as such term is defined by the SEC. Compensation Committee The Company has a Compensation Committee, currently consisting of Dr. Cohen, as its Chairman, Mr. Erck, Dr. Hutson and Mr. Ingram. TheCompensation Committee members are “independent” directors as defined by Nasdaq and meet the heightened independence standards applicable toCompensation Committee members under Nasdaq rules. Corporate Governance and Nominating Committee The Company has a Corporate Governance and Nominating Committee consisting of Dr. Hutson, as its Chairwoman, Mr. Abercrombie, and Mr.Ingram. The Corporate Governance and Nominating Committee selects persons for election or re-election as directors and provides oversight of the corporategovernance affairs and policies of the Board of Directors and the Company. The Corporate Governance and Nominating Committee members are“independent” directors as defined by Nasdaq. 28  ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Fees of Independent Registered Public Accountants In connection with the audit of the 2017 consolidated financial statements, the Company entered into an engagement agreement with Ernst &Young LLP, which set forth the terms by which Ernst & Young LLP agreed to perform audit services for the Company. Set forth below is information relating to the aggregate fees paid to Ernst & Young LLP for professional services rendered for the fiscal years endedDecember 31, 2017 and 2016, respectively. 2017 2016(1) Audit Fees $395,000 $427,500 (2) Audit-related fees 277,685 6,000 (3) Tax fees — — (4) All other fees 142,705 — Audit Fees Audit fees represent the aggregate fees billed for professional services rendered by our independent registered public accounting firm for the audit ofour annual financial statements and internal controls over financial reporting, review of financial statements included in our quarterly reports on Form 10-Qand services that are normally provided in connection with statutory and regulatory filings or engagements. Audit-related Fees Audit-related fees represent the aggregate fees billed for assurance and related professional services rendered by our independent registered publicaccounting firm that are reasonably related to the performance of the audit or review of our financial statements and that are not reported under “Audit Fees”including consultations regarding internal controls, financial accounting and reporting standards; the issuance of consents in connection with registrationstatement filings with the SEC and comfort letters in connection with securities offerings. All Other Fees All other fees represent the aggregate fees billed for all other products and services rendered by our independent registered public accounting firmother than the services reported in the other categories. All other fees for 2017 represent due diligence services related to the proposed merger with IderaPharmaceuticals, Inc. Audit Committee Pre-Approval It is the policy of the Audit Committee, as set forth in the Audit Committee Charter, to pre-approve, consistent with the requirements of the federalsecurities laws, all auditing services and non-audit services provided to the Company by its independent registered public accounting firm, other than suchnon-audit services as are prohibited by law to be performed by the independent registered public accounting firm and other than as provided in the deminimis exception set forth in applicable provisions of the federal securities laws. The Audit Committee may delegate to one or more of its designatedmembers the authority to grant the required pre-approvals, provided that the decisions of any member(s) to whom such authority is delegated to pre-approvean activity shall be presented to the full Audit Committee at each of its scheduled meetings. 29  PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Documents filed as part of the Original Filing: The following financial statements, schedules and exhibits were previously filed as part of the Original Filing: (1) Consolidated Financial Statements Consolidated Balance Sheets at December 31, 2017 and 2016Consolidated Statements of Comprehensive Loss for the years ended December 31, 2017, 2016 and 2015Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2017, 2016 and 2015Notes to Consolidated Financial StatementsReport of Independent Registered Public Accounting Firm on Consolidated Financial StatementsReport of Independent Registered Public Accounting Firm on Internal Control (2) Consolidated Financial Statement Schedules No financial statement schedules were included because the information is either provided in the consolidated financial statements filed with theOriginal Filing or is not required under the related instructions or is inapplicable and such schedules therefore have been omitted. (3) Exhibits The following exhibits are filed with this Amendment: Number Description 2.1* Agreement and Plan of Merger, dated as January 21, 2018, by and among BioCryst Pharmaceuticals, Inc., Idera Pharmaceuticals, Inc.,Nautilus Holdco, Inc., Island Merger Sub, Inc. and Boat Merger Sub, Inc. Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed January 22, 2018. 3.1 Third Restated Certificate of Incorporation of Registrant. Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filedDecember 22, 2006. 3.2 Certificate of Amendment to the Third Restated Certificate of Incorporation of Registrant. Incorporated by reference to Exhibit 3.1 to theCompany’s Form 8-K filed July 24, 2007. 3.3 Certificate of Amendment to the Third Restated Certificate of Incorporation of Registrant. Incorporated by reference to Exhibit 3.1 to theCompany’s Form 8-K filed May 7, 2014. 3.4 Certificate of Increase of Authorized Number of Shares of Series B Junior Participating Preferred Stock. Incorporated by reference to Exhibit3.1 to the Company’s Form 8-K filed November 4, 2008. 3.5 Certificate of Increase of Authorized Number of Shares of Series B Junior Participating Preferred Stock. Incorporated by reference to Exhibit3.2 to the Company’s Form 8-K filed May 7, 2014. 3.6 Amended and Restated Bylaws of Registrant effective October 29, 2008. Incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed November 4, 2008. 3.7 Amendment to Amended and Restated By-Laws of BioCryst Pharmaceuticals, Inc., dated January 21, 2018. Incorporated by reference toExhibit 3.1 to the Company’s Form 8-K filed January 22, 2018. 4.1 Indenture, dated as of March 9, 2011 by and between JPR Royalty Sub LLC and U.S. Bank National Association, as trustee. Incorporated byreference to Exhibit 4.3 of the Company’s Form 10-Q filed May 6, 2011. 10.1& Amended and Restated Stock Incentive Plan dated March 29, 2012. Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K,filed May 25, 2012. 30  10.2& Amended and Restated Stock Incentive Plan dated March 8, 2014. Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-Kfiled May 5, 2014. 10.3& Amended and Restated Stock Incentive Plan, dated April 4, 2016. Incorporated by reference to Exhibit 10.1 to the Company’s RegistrationStatement on Form S-8, filed May 23, 2016. 10.4& Amended and Restated Stock Incentive Plan dated April 3, 2017. Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-Kfiled May 30, 2017. 10.5& Amended and Restated Employee Stock Purchase Plan dated March 29, 2012. Incorporated by reference to the Company’s Form 8-K, filedMay 25, 2012. 10.6& Amended and Restated Employee Stock Purchase Plan dated March 8, 2014. Incorporated by reference to Exhibit 10.2 to the Company’sForm 8-K filed May 5, 2014. 10.7& Form of Notice of Grant of Non-Employee Director Automatic Stock Option and Stock Option Agreement. Incorporated by reference toExhibit 10.4 of the Company’s Form 10-K filed March 4, 2008. 10.8& Form of Notice of Grant of Stock Option and Stock Option Agreement. Incorporated by reference to Exhibit 10.5 of the Company’s Form10-K filed March 4, 2008. 10.9& Form of Notice of Grant of Stock Option and Stock Option Agreement. Incorporated by reference to Exhibit 10.7 of the Company’s Form10-K filed March 2, 2015. 10.10& Form of Notice of Grant of Restricted Stock Unit Award and Restricted Stock Unit Agreement. Incorporated by reference to Exhibit 10.8 ofthe Company’s Form 10-K filed March 2, 2015. 10.11& Annual Incentive Plan. Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed March 12, 2012. 10.12& Executive Relocation Policy. Incorporated by reference to Exhibit 10.2 of the Company’s Form 10-K filed March 4, 2008. 10.13& Amended and Restated Employment Letter Agreement dated February 14, 2007, by and between the Company and Jon P. Stonehouse.Incorporated by reference to Exhibit 10.12 to the Company’s Form 10-K for the year ended December 31, 2006, filed March 14, 2007. 10.14& Employment Letter Agreement between BioCryst Pharmaceuticals, Inc. and Thomas R. Staab II, dated May 23, 2011. Incorporated byreference to Exhibit 10.1 of the Company’s Form 8-K filed May 25, 2011. 10.15& Employment Letter Agreement between BioCryst Pharmaceuticals, Inc. and William P. Sheridan dated June 12, 2008. Incorporated byreference to Exhibit 10.27 of the Company’s Form 10-Q filed August 8, 2008. 10.16& Employment Letter Agreement between BioCryst Pharmaceuticals, Inc. and Yarlagadda S. Babu dated April 27, 2012. Incorporated byreference to Exhibit 10.10 of the Company’s Form 10-K filed March 10, 2014. 10.17& Employment Letter Agreement between BioCryst Pharmaceuticals, Inc. and Alane P. Barnes dated August 8, 2013. Incorporated byreference to Exhibit 10.11 of the Company’s Form 10-K filed March 10, 2014. 10.18& Employment Letter Agreement between BioCryst Pharmaceuticals, Inc. and Lynne Powell dated December 30, 2014. Incorporated byreference to Exhibit 10.16 of the Company’s Form 10-K filed March 2, 2015. 10.19# Agreement dated January 3, 2007, between BioCryst Pharmaceuticals, Inc. and the Department of Health and Human Services, as amendedby Amendment number 1 dated January 3, 2007 and Amendment number 2 dated May 11, 2007. Incorporated by reference to Exhibit 10.3to the Company’s Form 10-Q filed August 9, 2007. (Portions omitted pursuant to request for confidential treatment.) 10.20 Amendment #3 to the Agreement between BioCryst Pharmaceuticals, Inc. and the Department of Health and Human Services, dated October2, 2007. Incorporated by reference to Exhibit 10.6 of the Company’s Form 10-K filed March 4, 2008. 31  10.21 Amendment #4 to the Agreement between BioCryst Pharmaceuticals, Inc. and the Department of Health and Human Services dated April 3,2008. Incorporated by reference to Exhibit 10.29 of the Company’s Form 10-Q filed August 8, 2008. 10.22 Amendment #5 to the Agreement between BioCryst Pharmaceuticals, Inc. and the Department of Health and Human Services dated July 2,2008. Incorporated by reference to Exhibit 10.30 of the Company’s Form 10-Q filed August 8, 2008. 10.23 Amendment #6 to the Agreement between BioCryst Pharmaceuticals, Inc. and the Department of Health and Human Services datedAugust 18, 2008. Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed November 7, 2008. 10.24 Amendment #7 to the Agreement between BioCryst Pharmaceuticals, Inc. and the Department of Health and Human Services datedNovember 17, 2008. Incorporated by reference to Exhibit 10.12 of the Company’s Form 10-K filed March 6, 2009. 10.25 Amendment #8 to the Agreement between BioCryst Pharmaceuticals, Inc. and the Department of Health and Human Services dated March13, 2009. Incorporated by reference to Exhibit 10.13 of the Company’s Form 10-K filed March 9, 2010. 10.26 Amendment #9 to the Agreement between BioCryst Pharmaceuticals, Inc. and the Department of Health and Human Services datedSeptember 18, 2009. Incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed November 6, 2009. 10.27 Amendment #10 to the Agreement between the Company and the U.S. Department of Health & Human Services, dated October 15, 2009.Incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed November 6, 2009. 10.28 Amendment #11 to the Agreement between the Company and the U.S. Department of Health & Human Services, dated February 23, 2011.Incorporated by reference to Exhibit 10.25 of the Company’s Form 10-K filed March 15, 2011. 10.29 Stop-Work Order from U.S. Department of Health and Human Services, dated March 26, 2013, relating to Agreement dated January 3, 2007between the Company and the U.S. Department of Health and Human Services. Incorporated by reference to Exhibit 10.1 of the Company’sForm 10-Q filed May 9, 2013. 10.30 Amendment #13 to the Agreement between the Company and the U.S. Department of Health & Human Services, dated February 15, 2012.Incorporated by reference to Exhibit 10.23 of the Company’s Form 10-K filed March 10, 2014. 10.31 Amendment #14 to the Agreement between the Company and the U.S. Department of Health & Human Services, dated June 4, 2013.Incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed June 5, 2013. 10.32# Amendment #15 to the Agreement between the Company and the U.S. Department of Health & Human Services, dated September 5, 2013.Incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed November 8, 2013. (Portions omitted pursuant to request forconfidential treatment.) 10.33 Amendment #16 to the Agreement between the Company and the U.S. Department of Health & Human Services, dated December 17, 2013.Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed December 23, 2013. 10.34 Amendment #17 to the Agreement between the Company and the U.S. Department of Health & Human Services, dated February 21, 2014.Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed February 26, 2014.10.35 Order for Supplies or Services from the U.S. Department of Health & Human Services, dated November 4, 2009. Incorporated by reference toExhibit 10.16 of the Company’s Form 10-K filed March 9, 2010. 10.36 Amendment #18 to the Agreement between BioCryst Pharmaceuticals, Inc. and the U.S. Department of Health and Human Services, datedMarch 28, 2014. Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed April 3, 2014. 10.37 Amendment #19 to the Agreement between BioCryst Pharmaceuticals, Inc. and the U.S. Department of Health and Human Services, datedApril 29, 2014. Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed May 2, 2014. 32  10.38 Amendment #20 to the Agreement to the Agreement between BioCryst Pharmaceuticals, Inc. and the U.S. Department of Health and HumanServices, dated May 30, 2014. Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed June 5, 2014. 10.39# License, Development and Commercialization Agreement dated as of February 28, 2007, by and between the Company and Shionogi &Co., Ltd. Incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed May 10, 2007. (Portions omitted pursuant to requestfor confidential treatment.) 10.40# First Amendment to License, Development and Commercialization Agreement, effective as of September 30, 2008, between the Companyand Shionogi & Co., Ltd. Incorporated by reference to Exhibit 10.19 to the Company’s Form 10-K filed March 6, 2009. (Portions omittedpursuant to request for confidential treatment.) 10.41 Riverchase Business Park Warehouse Lease dated July 12, 2000 between RBP, LLC an Alabama Limited Liability Company and theRegistrant for office/warehouse space. Incorporated by reference to Exhibit 10.8 to the Company’s Form 10-Q for the second quarter endingJune 30, 2000 filed August 8, 2000. 10.42 Third Amendment to Lease Agreement dated August 7, 2007, by and between Riverchase Capital LLC, a Florida limited liability company,Stow Riverchase, LLC, a Florida limited liability company, as successor landlord to RBP, LLC and the Company. Incorporated by referenceto Exhibit 10.4 of the Company’s Form 10-Q filed August 9, 2007. 10.43 Fourth Amendment to the Lease Agreement dated February 1, 2012, by and between Riverchase Capital LLC, a Florida limited liabilitycompany, Stow Riverchase, LLC, a Florida limited liability company, as successor landlord to RBP, LLC and the Company. Incorporatedby reference to Exhibit 10.27 of the Company’s Form 10-K filed March 11, 2013. 10.44 Fifth Amendment to Lease Agreement dated January 15, 2015, by and between Riverchase Capital LLC, a Florida limited liabilitycompany, Stow Riverchase, LLC, a Florida limited liability company, as successor landlord to RBP, LLC and the Company. Incorporatedby reference to Exhibit 10.42 of the Company’s Form 10-K filed March 2, 2015. 10.45 Stock and Warrant Purchase Agreement dated as of August 6, 2007, by and among BioCryst Pharmaceuticals, Inc. and each of the Investorsidentified on the signature pages thereto. Incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed August 7, 2007. 10.46 Stock Purchase Agreement, dated as of February 17, 2005, by and among BioCryst Pharmaceuticals, Inc., Baker Bros. Investments, L.P.,Baker Biotech Fund II, L.P., Baker Bros. Investments II, L.P., Baker Biotech Fund II (Z), L.P., Baker/Tisch Investments, L.P., Baker BiotechFund III, L.P., Baker Biotech Fund I, L.P., Baker Biotech Fund III (Z), L.P. and 14159, L.P. Incorporated by reference to Exhibit 4.1 to theCompany’s Form 8-K filed February 17, 2005. 10.47# Development and License Agreement dated as of February 1, 2006, by and between BioCryst Pharmaceuticals, Inc. and MundipharmaInternational Holdings Limited. Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K/A filed May 2, 2006. (Portionsomitted pursuant to request for confidential treatment.) 10.48# Amended and Restated Development and License Agreement, dated as of November 11, 2011, by and between BioCryst Pharmaceuticals,Inc. and Mundipharma International Corporation Limited. Incorporated by reference to Exhibit 10.32 to the Company’s Form 10-K filedMarch 6, 2012. (Portions omitted pursuant to request for confidential treatment.) 10.49# License Agreement dated as of June 27, 2000, by and among Albert Einstein College of Medicine, Industrial Research, Ltd. and BioCrystPharmaceuticals, Inc., as amended by the First Amendment Agreement dated as of July 26, 2002 and the Second Amendment Agreementdated as of April 15, 2005. Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed November 30, 2005. (Portionsomitted pursuant to request for confidential treatment.) 10.50# Third Amendment Agreement by and among Albert Einstein College of Medicine, Industrial Research, Ltd. and BioCryst Pharmaceuticals,Inc., dated as of December 11, 2009. Incorporated by reference to Exhibit 10.33 to the Company’s Form 10-K filed March 9, 2010. (Portionsomitted pursuant to request for confidential treatment.)10.51# Fourth Amendment Agreement by and among Albert Einstein College of Medicine, Industrial Research, Ltd. and BioCryst Pharmaceuticals,Inc., dated as of May 5, 2010. Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed August 6, 2010. (Portionsomitted pursuant to request for confidential treatment.) 33  10.52# Fifth Amendment Agreement by and among Albert Einstein College of Medicine, Industrial Research, Ltd. and BioCryst Pharmaceuticals,Inc., dated as of November 17, 2011. Incorporated by reference to Exhibit 10.36 to the Company’s Form 10-K filed March 6, 2012. (Portionsomitted pursuant to request for confidential treatment.) 10.53# Sixth Amendment Agreement by and among Albert Einstein College of Medicine, Industrial Research, Ltd. and BioCryst Pharmaceuticals,Inc., dated as of June 19, 2012. Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed August 8, 2012. (Portionsomitted pursuant to request for confidential treatment.) 10.54 Novation Agreement among Albert Einstein College of Medicine of Yeshiva University, BioCryst Pharmaceuticals, Inc., MundipharmaInternational Corporation Limited, Callaghan Innovation Research Limited, and Victoria Link Limited, dated May 18, 2015. Incorporatedby reference to Exhibit 10.6 to the Company’s Form 10-Q filed August 7, 2015. 10.55 Novation Agreement among Albert Einstein College of Medicine of Yeshiva University, BioCryst Pharmaceuticals, Inc., CallaghanInnovation Research Limited, and Victoria Link Limited, dated June 24, 2015. Incorporated by reference to Exhibit 10.7 to the Company’sForm 10-Q filed August 7, 2015. 10.56 Purchase and Sale Agreement, dated as of March 9, 2011 between BioCryst Pharmaceuticals, Inc. and JPR Royalty Sub LLC. Incorporatedby reference to Exhibit 10.1 of the Company’s Form 10-Q filed May 6, 2011. 10.57 Pledge and Security Agreement, dated as of March 9, 2011 between BioCryst Pharmaceuticals, Inc. and U.S. Bank National Association, astrustee. Incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed May 6, 2011. 10.58 Confirmation of terms and conditions of ISDA Master Agreement, dated as of March 7, 2011, between Morgan Stanley Capital Services Inc.and BioCryst Pharmaceuticals, Inc. dated as of March 9, 2011. Incorporated by reference to Exhibit 10.3 of the Company’s Form 10-Q filedMay 6, 2011. 10.59# Agreement, dated as of September 12, 2013, between BioCryst Pharmaceuticals, Inc. and the National Institute of Allergy and InfectiousDiseases. Incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed November 8, 2013. (Portions omitted pursuant torequest for confidential treatment.) 10.60# Amendment #1 to the Agreement between BioCryst Pharmaceuticals, Inc. and the National Institute of Allergy and Infectious Diseases,dated December 26, 2013. Incorporated by reference to Exhibit 10.51 to the Company’s Form 10-K filed on March 10, 2014. (Portionsomitted pursuant to request for confidential treatment.) 10.61# Amendment #2 to the Agreement between BioCryst Pharmaceuticals, Inc. and the National Institute of Allergy and Infectious Diseases,dated January 24, 2014. Incorporated by reference to Exhibit 10.52 to the Company’s Form 10-K filed on March 10, 2014. (Portionsomitted pursuant to request for confidential treatment.) 10.62# Amendment #3 to the Agreement between BioCryst Pharmaceuticals, Inc. and the National Institute of Allergy and Infectious Diseases,dated June 17, 2014. Incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q filed on August 8, 2014. (Portions omittedpursuant to request for confidential treatment.) 10.63# Amendment #4 to the Agreement between BioCryst Pharmaceuticals, Inc. and the National Institute of Allergy and Infectious Diseases,dated June 17, 2014. Incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q filed on August 8, 2014. (Portions omittedpursuant to request for confidential treatment.) 10.64# Amendment #5 to the Agreement between BioCryst Pharmaceuticals, Inc. and the National Institute of Allergy and Infectious Diseases,dated August 11, 2014. Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on November 7, 2014. (Portionsomitted pursuant to request for confidential treatment.) 10.65# Amendment #6 to the Agreement between BioCryst Pharmaceuticals, Inc. and the National Institute of Allergy and Infectious Diseases,dated August 27, 2014. Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on November 7, 2014. (Portionsomitted pursuant to request for confidential treatment.) 10.66# Amendment #8 to the Agreement between BioCryst Pharmaceuticals, Inc. and the National Institute of Allergy and Infectious Diseases,dated September 17, 2014. Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on November 7, 2014. (Portionsomitted pursuant to request for confidential treatment.) 34  10.67# Amendment #9 to the Agreement between BioCryst Pharmaceuticals, Inc. and the National Institute of Allergy and Infectious Diseases,dated October 29, 2014. Incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed on November 7, 2014. (Portionsomitted pursuant to request for confidential treatment.) 10.68# Amendment #10 to the Agreement between BioCryst Pharmaceuticals, Inc. and the National Institute of Allergy and Infectious Diseases,dated February 13, 2015. Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on August 7, 2015. (Portionsomitted pursuant to request for confidential treatment.) 10.69# Amendment #11 to the Agreement between BioCryst Pharmaceuticals, Inc. and the National Institute of Allergy and Infectious Diseases,dated March 19, 2015. Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on August 7, 2015. (Portions omittedpursuant to request for confidential treatment.) 10.70# Amendment #12 to the Agreement between BioCryst Pharmaceuticals, Inc. and the National Institute of Allergy and Infectious Diseases,dated June 12, 2015. Incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed on August 7, 2015. (Portions omittedpursuant to request for confidential treatment.) 10.71# Amendment #13 to the Agreement between BioCryst Pharmaceuticals, Inc. and the National Institute of Allergy and Infectious Diseases,dated June 17, 2015. Incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q filed on August 7, 2015. (Portions omittedpursuant to request for confidential treatment.) 10.72# Amendment #14 to the Agreement between BioCryst Pharmaceuticals, Inc. and the National Institute of Allergy and Infectious Diseases,dated September 16, 2015. Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on November 6, 2015. (Portionsomitted pursuant to request for confidential treatment.) 10.73 Amendment #15 to the Agreement between BioCryst Pharmaceuticals, Inc. and the National Institute of Allergy and Infectious Diseases,dated November 16, 2015. Incorporated by reference to Exhibit 10.70 to the Company’s Form 10-K filed on February 26, 2016. 10.74# Amendment #16 to the Agreement between BioCryst Pharmaceuticals, Inc. and the National Institute of Allergy and Infectious Diseases,dated December 18, 2015. Incorporated by reference to Exhibit 10.71 to the Company’s Form 10-K filed on February 26, 2016. (Portionsomitted pursuant to request for confidential treatment.) 10.75 Amendment #17 to the Agreement between BioCryst Pharmaceuticals, Inc. and the National Institute of Allergy and Infectious Diseases,dated April 18, 2016. Incorporated by reference to Exhibit 10.74 to the Company’s Form 10-K filed on February 27, 2017. 10.76# Amendment #18 to the Agreement between BioCryst Pharmaceuticals, Inc. and the National Institute of Allergy and Infectious Diseases,dated June 30, 2016. Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on August 8, 2016. (Portions omittedpursuant to request for confidential treatment.) 10.77# Amendment #19 to the Agreement between BioCryst Pharmaceuticals, Inc. and the National Institute of Allergy and Infectious Diseases,dated August 10, 2016. Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on November 8, 2016. (Portionsomitted pursuant to request for confidential treatment.) 10.78# Amendment #20 to the Agreement between BioCryst Pharmaceuticals, Inc. and the National Institute of Allergy and Infectious Diseases,dated January 9, 2017. Incorporated by reference to Exhibit 10.77 to the Company’s Form 10-K filed on February 27, 2017. (Portionsomitted pursuant to request for confidential treatment.) 10.79# Agreement between BioCryst Pharmaceuticals, Inc. and the Biomedical Advanced Research and Development Authority within the U.S.Department of Health and Human Services' Office of the Assistant Secretary for Preparedness and Response, dated March 27, 2015. Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on May 8, 2015. (Portions omitted pursuant to request forconfidential treatment.) 10.80# Amendment #1 to the Agreement between BioCryst Pharmaceuticals, Inc. and the Biomedical Advanced Research and DevelopmentAuthority within the U.S. Department of Health and Human Services’ Office of the Assistant Secretary for Preparedness and Response, datedJune 2, 2015. Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on August 7, 2015. (Portions omitted pursuantto request for confidential treatment.) 10.81# Amendment #2 to the Agreement between BioCryst Pharmaceuticals, Inc. and the Biomedical Advanced Research and DevelopmentAuthority within the U.S. Department of Health and Human Services’ Office of the Assistant Secretary for Preparedness and Response, datedJuly 8, 2015. Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on November 6, 2015. (Portions omittedpursuant to request for confidential treatment.) 35  10.82# Amendment #3 to the Agreement between BioCryst Pharmaceuticals, Inc. and the Biomedical Advanced Research and DevelopmentAuthority within the U.S. Department of Health and Human Services’ Office of the Assistant Secretary for Preparedness and Response, datedAugust 25, 2015. Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on November 6, 2015. (Portions omittedpursuant to request for confidential treatment.) 10.83# Amendment #4 to the Agreement between BioCryst Pharmaceuticals, Inc. and the Biomedical Advanced Research and DevelopmentAuthority within the U.S. Department of Health and Human Services’ Office of the Assistant Secretary for Preparedness and Response, datedFebruary 25, 2016. Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on May 9, 2016. (Portions omitted pursuantto request for confidential treatment.) 10.84# Amendment #5 to the Agreement between BioCryst Pharmaceuticals, Inc. and the Biomedical Advanced Research and DevelopmentAuthority within the U.S. Department of Health and Human Services’ Office of the Assistant Secretary for Preparedness and Response, datedApril 11, 2016. Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on August 8, 2016. (Portions omitted pursuantto request for confidential treatment.) 10.85# Amendment #6 to the Agreement between BioCryst Pharmaceuticals, Inc. and the Biomedical Advanced Research and DevelopmentAuthority within the U.S. Department of Health and Human Services’ Office of the Assistant Secretary for Preparedness and Response, datedMay 20, 2016. Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on August 8, 2016. (Portions omitted pursuantto request for confidential treatment.) 10.86# Amendment #7 to the Agreement between BioCryst Pharmaceuticals, Inc. and the Biomedical Advanced Research and DevelopmentAuthority within the U.S. Department of Health and Human Services’ Office of the Assistant Secretary for Preparedness and Response, datedSeptember 26, 2016. Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on November 8, 2016. (Portions omittedpursuant to request for confidential treatment.) 10.87 Amendment #8 to the Agreement between BioCryst Pharmaceuticals, Inc. and the Biomedical Advanced Research and DevelopmentAuthority within the U.S. Department of Health and Human Services’ Office of the Assistant Secretary for Preparedness and Response, datedSeptember 20, 2017. Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on November 8, 2017. 10.88†% Amendment #9 to the Agreement between BioCryst Pharmaceuticals, Inc. and the Biomedical Advanced Research and DevelopmentAuthority within the U.S. Department of Health and Human Services’ Office of the Assistant Secretary for Preparedness and Response, datedDecember 1, 2017. 10.89# License Agreement by and between BioCryst Pharmaceuticals, Inc. and Seqirus UK Limited, dated as of June 16, 2015. Incorporated byreference to Exhibit 10.8 to the Company’s Form 10-Q filed on May 8, 2015. (Portions omitted pursuant to request for confidentialtreatment.) 10.90# Credit and Security Agreement, dated as of September 23, 2016, by and among Midcap Financial Trust, as administrative agent, the Lenderslisted on the Credit Facility Schedule attached thereto and otherwise party thereto from time to time, BioCryst Pharmaceuticals, Inc., andMDCP, LLC. Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on November 8, 2016. (Portions omitted pursuantto request for confidential treatment.) 10.91 Registration Rights Agreement, dated March 15, 2017, by and between BioCryst Pharmaceuticals, Inc. 667, L.P., and Baker Brothers LifeSciences, L.P. Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed March 17, 2017. 21% Subsidiaries of the Registrant. 23% Consent of Ernst & Young, LLP, Independent Registered Public Accounting Firm. (31.1) Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (31.2) Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1% Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 36  32.2% Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101% Financial statements from the Annual Report on Form 10-K of BioCryst Pharmaceuticals, Inc. for the year ended December 31, 2017,formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Comprehensive Loss, (iii) Consolidated Statements ofCash Flows, (iv) Consolidated Statements of Stockholders’ Equity and (v) Notes to Consolidated Financial Statements. † Confidential treatment requested.# Confidential treatment granted.& Management contracts.( ) Filed herewith.* The schedules to the Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Registrant willfurnish copies of such schedules to the Securities and Exchange Commission upon request by the Commission. % Previously filed or furnished, as applicable, as an exhibit to BioCryst Pharmaceuticals, Inc.’s Annual Report on Form 10-K, filed on March 12, 2018,File No. 000-23186. 37  SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signedon its behalf by the undersigned, thereunto duly authorized on March 27, 2018. BIOCRYST PHARMACEUTICALS, INC. By: /s/ Jon P. Stonehouse Jon P. Stonehouse Chief Executive Officer Exhibit 31.1 SECTION 302 CERTIFICATION I, Jon P. Stonehouse, certify that: 1.I have reviewed this Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K for the year ending December 31, 2017 of BioCrystPharmaceuticals, Inc. 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered bythis report. Date: March 27, 2018 /s/ Jon P. Stonehouse Jon P. StonehouseChief Executive OfficerExhibit 31.2 SECTION 302 CERTIFICATION I, Thomas R. Staab II, certify that: 1.I have reviewed this Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K for the year ending December 31, 2017 of BioCrystPharmaceuticals, Inc. 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered bythis report. Date: March 27, 2018 /s/ Thomas R. Staab II Thomas R. Staab IIChief Financial Officer and Treasurer(Principal Financial Officer)

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