LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING PURPOSES
Know all by these presents, that the undersigned hereby
makes, constitutes and appoints William Enright, Ori Solomon,
and Louis Rambo, 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 29th day of May, 2018.
/s/ William M. Brown
William M. Brown
