LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING PURPOSES
Know all by these presents, that the undersigned hereby
makes, constitutes and appoints Elizabeth Czerepak and Ori
Solomon, each acting individually, as the undersigned's true and
lawful attorneys-in-fact, with full power and authority as
hereinafter described on behalf of and in the name, place and
stead of the undersigned to:
(1) execute for, and on behalf of, the undersigned, in
the undersigned's capacity as an officer, director and/or 10%
beneficial owner of Altimmune, Inc. (the "Company"), Forms
3, 4, and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules and regulations promulgated
thereunder (the "Exchange Act");
(2) seek or obtain, as the undersigned's representative
and on the undersigned's behalf, information on transactions in
the Company's securities from any third party, including brokers,
employee benefit plan administrators and trustees, and the
undersigned hereby authorizes any such person to release any such
information to any attorney-in-fact and further approves and ratifies
any such release of information;
(3) do and perform any and all acts for and on behalf of
the undersigned that may be necessary or desirable to prepare,
complete and execute any such Form 3, 4 or 5, and any amendments
thereto, or other required report and timely file such Forms or reports
with the United States Securities and Exchange Commission
(the "Commission"), the NASDAQ and any stock exchange or similar
authority as considered necessary or advisable under Section 16(a)
of the Exchange Act (including, without limitation, executing and
delivering a Form ID to the Commission to obtain EDGAR filing
codes); and
(4) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Limited Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's sole discretion.
The undersigned hereby gives and grants to each such
attorney-in-fact full power and authority to do and perform any and
every act and thing whatsoever requisite, necessary, or proper to be
done in the exercise of any of the rights and powers herein granted,
as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and
powers herein granted.
The undersigned hereby acknowledges that (a) the foregoing
attorneys-in-fact are serving in such capacity at the request of the
undersigned; (b) this Limited Power of Attorney authorizes, but does
not require, each such attorney-in-fact to act in his or her discretion
on information provided to such attorney-in-fact without independent
verification of such information; (c) any documents prepared and/or
executed by any attorney-in-fact on behalf of the undersigned pursuant
to this Limited Power of Attorney shall be in such form and shall
contain such information and disclosure as such attorney-in-fact, in his
or her sole discretion, deems necessary or advisable; (d) neither the
Company nor any attorney-in-fact assumes (i) any liability for the
undersigned's responsibility to comply with the requirements of the
Exchange Act, (ii) any liability of the undersigned for any failure to
comply with such requirements or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the
Exchange Act; and (e) this Limited Power of Attorney does not relieve
the undersigned from responsibility for compliance with the
undersigned's obligations under the Exchange Act, including, without
limitation, the reporting requirements under Section 16 of the Exchange
Act.
This Limited Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file Forms
3, 4, and 5 with respect to the undersigned's holdings of, and
transactions in, securities issued by the Company, unless earlier
revoked as to any attorney-in-fact by the undersigned in a signed
writing delivered to such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 6th day of June, 2017.
/s/ Derace L. Schaffer, M.D.
Derace L. Schaffer, M.D.
