NABRIVA THERAPEUTICS AG AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement September 17, 2015Deposit Agreement • September 30th, 2015 • Nabriva Therapeutics AG • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT dated as of September 17, 2015 among NABRIVA THERAPEUTICS AG a company incorporated under the laws of the Republic of Austria (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
Controlled Equity OfferingSM Sales AgreementSales Agreement • March 16th, 2018 • Nabriva Therapeutics PLC • Pharmaceutical preparations • New York
Nabriva Therapeutics plc, an Irish incorporated public limited company (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2021 • Nabriva Therapeutics PLC • Pharmaceutical preparations • Illinois
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 24, 2021, is made by and between NABRIVA THERAPEUTICS PLC, an Irish incorporated public limited company (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • May 6th, 2021 • Nabriva Therapeutics PLC • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 14th, 2020 • Nabriva Therapeutics PLC • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 10, 2020, between Nabriva Therapeutics plc, an Irish incorporated public limited company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 20th, 2019 • Nabriva Therapeutics PLC • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 20, 2019, between Nabriva Therapeutics plc, an Irish incorporated public limited company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ORDINARY SHARE PURCHASE WARRANT Nabriva Therapeutics plcOrdinary Share Purchase Warrant • March 1st, 2021 • Nabriva Therapeutics PLC • Pharmaceutical preparations • New York
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value of $0.0001 received by the Company, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March __, 2021 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March __, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nabriva Therapeutics plc, an Irish incorporated public limited company (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 1st, 2020 • Nabriva Therapeutics PLC • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 29, 2020, between Nabriva Therapeutics plc, an Irish incorporated public limited company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 1st, 2021 • Nabriva Therapeutics PLC • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 1, 2021, between Nabriva Therapeutics plc, an Irish incorporated public limited company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2019 • Nabriva Therapeutics PLC • Pharmaceutical preparations • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made as of March 21, 2018 among Nabriva Therapeutics US, Inc. (the “Company”), Nabriva Therapeutics plc and Jennifer Schranz (the “Executive”) (together, the “Parties”).
NABRIVA THERAPEUTICS PLC ORDINARY SHARES, $0.01 NOMINAL VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 1st, 2018 • Nabriva Therapeutics PLC • Pharmaceutical preparations • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Nabriva Therapeutics plc, a public limited company organized under the laws of Ireland (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named therein, including Morgan Stanley (the “Underwriters”), of ordinary shares, nominal value $0.01 per share, in the share capital of the Company (the “Ordinary Shares”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2021 • Nabriva Therapeutics PLC • Pharmaceutical preparations • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made as of August 24, 2021 by and between Nabriva Therapeutics US, Inc. (the “Company”), and J. Christopher Naftzger (the “Executive”) (together, the “Parties”).
SEPARATION AND RELEASE OF CLAIMS AGREEMENTSeparation and Release of Claims Agreement • July 7th, 2023 • Nabriva Therapeutics PLC • Pharmaceutical preparations • Pennsylvania
This Separation and Release of Claims Agreement (the “Agreement”) is made as of the Agreement Effective Date (as defined below) between Nabriva Therapeutics US, Inc. (the “Company”) and J. Christopher Naftzger (the “Executive”) (together, the “Parties”).
NABRIVA THERAPEUTICS US, INC. CONSULTING AGREEMENTConsulting Agreement • July 7th, 2023 • Nabriva Therapeutics PLC • Pharmaceutical preparations • Pennsylvania
This Consulting Agreement (“Agreement”) is effective as of July 8, 2023 (the “Effective Date”) by and between Nabriva Therapeutics US, Inc., a Delaware corporation, with a business address of 414 Commerce Drive, Suite 120, Fort Washington PA 19304 (“Company”), and J. Christopher Naftzger having an address at [**] (“Consultant”).
OFFICE SPACE LEASE For Suite 450 at 1000 CONTINENTAL DRIVE by and between EOS AT 1000 CONTINENTAL, LLC, (as Landlord) And NABRIVA THERAPEUTICS US, INC., (as Tenant) Date: 12.01.2014Office Space Lease • June 18th, 2015 • Nabriva Therapeutics AG • Pharmaceutical preparations • Pennsylvania
In addition to other terms elsewhere defined in this Lease, the following terms whenever used in this Lease shall have only the meanings set forth in this Section, unless such meanings are expressly modified, limited or expanded elsewhere in this Lease.
EMPLOYMENT AGREEMENTEmployment Agreement • June 18th, 2015 • Nabriva Therapeutics AG • Pharmaceutical preparations • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made as of December 1st, 2014 by and between Nabriva Therapeutics US, Inc. (the “Company”), and Steven Gelone (the “Executive”) (together, the “Parties”).
NABRIVA THERAPEUTICS US, INC. CONSULTING AGREEMENTConsulting Agreement • April 17th, 2023 • Nabriva Therapeutics PLC • Pharmaceutical preparations • Pennsylvania
This Consulting Agreement (“Agreement”) is effective as of February 1, 2023 (the “Effective Date”) by and between Nabriva Therapeutics US, Inc., a Delaware corporation, with a business address of 414 Commerce Drive, Suite 120, Fort Washington PA 19304 (“Company”), and Christine Guico-Pabia having an address at [**] (“Consultant”).
ENGLISH TRANSLATION FOR INFORMATIONAL PURPOSESLease Agreement • June 18th, 2015 • Nabriva Therapeutics AG • Pharmaceutical preparations
PURCHASE AGREEMENTPurchase Agreement • September 27th, 2021 • Nabriva Therapeutics PLC • Pharmaceutical preparations
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of September 24, 2021 (the “Execution Date”), is made by and between NABRIVA THERAPEUTICS PLC., an Irish incorporated public limited company (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section 1 hereof.
SUBLEASE AGREEMENTSublease Agreement • August 24th, 2015 • Nabriva Therapeutics AG • Pharmaceutical preparations • Pennsylvania
THIS SUBLEASE AGREEMENT (“Sublease”) is entered into as of the 7th day of July, 2015 by and between CARDCONNECT, LLC, a Delaware limited liability company (“CardConnect”), formerly known as FINANCIAL TRANSACTION SERVICES, LLC, having an address of 1000 Continental Drive, 3rd Floor, King of Prussia, PA 19406, as sublandlord, and NABRIVA THERAPEUTICS US, INC., a Delaware corporation, having an address of 1000 Continental Drive, Suite 450, King of Prussia, PA 19406 (“Subtenant” or “Sublessee”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. AMENDED & RESTATED THREE-WAY AGREEMENT By and Between LABORATORIOS ERN, S.A. and ERCROS, S.A. and ZAVANTE THERAPEUTICS,...Three-Way Agreement • November 6th, 2018 • Nabriva Therapeutics PLC • Pharmaceutical preparations
THIS AMENDED AND RESTATED THREE-WAY AGREEMENT (this “Agreement”) is made effective as of 28th July 2016 (the “Effective Date”), by and between Laboratorios ERN, S.A., a Spanish company with a principal place of business at 499 Pedro IV, 08020 Barcelona, Spain, represented by David Solanes López in his capacity as General Manager (“ERN”), Ercros, S.A., a Spanish company with a principal place of business at Paseo del Deleite s/n, 28300 Aranjuez, Spain, represented by Maria del Carmen Cruzado Rodríguez in her capacity as General Manager Pharmaceutical Division (“Ercros”), and Zavante Therapeutics, Inc., a Delaware corporation with a principal place of business at 11750 Sorrento Valley Road, Suite 250, San Diego, CA 92121, represented by Theodore R. Schroeder in his capacity as Chief Executive Officer (“Zavante”) (each individually a “Party” and collectively the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 25th, 2018 • Nabriva Therapeutics PLC • Pharmaceutical preparations • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made by and between Nabriva Therapeutics US, Inc. (the “Company”), and Theodore R. Schroeder (the “Executive”) (together, the “Parties”). The Parties agree that this Agreement is contingent on the closing of the transaction (the “Closing”) contemplated by the Agreement and Plan of Merger dated as of July 23, 2018 (the “Purchase Agreement”) by and among Nabriva Therapeutics plc, a public limited company under the Laws of Ireland (“Parent”), Zuperbug Merger Sub I, Inc., Zuperbug Merger Sub II, Inc., Zavante Therapeutics, Inc. and Cam Gallagher, and shall become effective as of the Closing (the “Effective Date”). In the event the Closing does not occur this Agreement shall have no force and effect and shall be null and void.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. AMENDED AND RESTATED PHARMACEUTICAL MANUFACTURING AND EXCLUSIVE SUPPLY AGREEMENT By and Between LABORATORIOS ERN, S.A....Pharmaceutical Manufacturing and Exclusive Supply Agreement • November 6th, 2018 • Nabriva Therapeutics PLC • Pharmaceutical preparations
THIS AMENDED AND RESTATED PHARMACEUTICAL MANUFACTURING AND EXCLUSIVE SUPPLY AGREEMENT (this “Agreement”) is made on the Effective Date by and between Laboratorios ERN, S.A., a Spanish Company with a principal place of business at 499 Pedro IV, 08020 Barcelona, Spain, represented by David Solanes López in his capacity as General Manager (“ERN”) and Zavante Therapeutics, Inc., a Delaware corporation with a principal place of business at 11750 Sorrento Valley Road, Suite 250, San Diego, CA 92121, represented by Theodore R. Schroeder in his capacity as Chief Executive Officer (“Zavante”) (each individually a “Party” and collectively the “Parties”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. Manufacturing Services AgreementManufacturing Services Agreement • March 16th, 2018 • Nabriva Therapeutics PLC • Pharmaceutical preparations • England
THIS AGREEMENT WITNESSES THAT in consideration of the rights conferred and the obligations assumed herein, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), and intending to be legally bound the parties agree as follows:
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. KEY INTERMEDIATE SUPPLY AGREEMENTKey Intermediate Supply Agreement • March 16th, 2018 • Nabriva Therapeutics PLC • Pharmaceutical preparations
THIS KEY INTERMEDIATE SUPPLY AGREEMENT (this “Agreement”) is made as of this 28th day of August 2017 (“Effective Date”), by and among NABRIVA THERAPEUTICS IRELAND DAC (“NABRIVA”), and SEL BIOCHEM XINJIANG CO., LTD (“SEL”) and FOUNTAIN INTERNATIONAL DEVELOPMENT HOLDING LIMITED (“FOUNTAIN”). NABRIVA, SEL, and FOUNTAIN are hereinafter collectively referred to as the “Parties.”
NABRIVA THERAPEUTICS PLC SHARE OPTION AGREEMENT GRANTED UNDER 2017 SHARE INCENTIVE PLANShare Option Agreement • February 2nd, 2018 • Nabriva Therapeutics PLC • Pharmaceutical preparations • Dublin
This Share Option Agreement (this “Agreement”) is made between Nabriva Therapeutics plc, a public limited company organized under the laws of Ireland (the “Company”), and the Participant pursuant to the 2017 Share Incentive Plan (the “Plan”).
NABRIVA THERAPEUTICS AG (an Austrian stock corporation (Aktiengesellschaft)) [●] American Depositary Shares Representing an Aggregate of [●] Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • August 24th, 2015 • Nabriva Therapeutics AG • Pharmaceutical preparations • New York
NABRIVA THERAPEUTICS PLC SHARE OPTION AGREEMENT GRANTED UNDER 2020 SHARE INCENTIVE PLANShare Option Agreement • May 6th, 2021 • Nabriva Therapeutics PLC • Pharmaceutical preparations • Dublin
This Share Option Agreement (this “Agreement”) is made between Nabriva Therapeutics plc, a public limited company organized under the laws of Ireland (the “Company”), and the Participant pursuant to the 2020 Share Incentive Plan (as amended from time to time, the “Plan”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omission. Manufacturing & Supply AgreementManufacturing Agreement • November 6th, 2018 • Nabriva Therapeutics PLC • Pharmaceutical preparations • London
This Manufacturing and Supply Agreement (the “Agreement”) is made as of this 25 day of April, 2017 (the “Effective Date”), by and between Zavante Therapeutics, Inc., a corporation organized under the laws of the State of Delaware, USA, with a place of business located at 11750 Sorrento Valley Road, Suite 250, San Diego California 92121, USA (“Zavante”) and Fisiopharma, S.r.l., a corporation organized under the laws of Italy, with a place of business located at Via Andrea Appiani, 22, 20121 Milano, Italy (“Fisiopharma”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 8th, 2015 • Nabriva Therapeutics AG • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 4th day of September, 2015, by and among Nabriva Therapeutics AG, a stock corporation (Aktiengesellschaft) incorporated in the Republic of Austria (the “Company”), each of the new investors listed on Schedule A hereto (the “New Investor”), each of the initial investors listed on Schedule B hereto (the “Initial Investor”), Sandoz GmbH, a limited liability company incorporated in the Republic of Austria (“Sandoz”, and together with the Initial Investors and the New Investors, the “Investors”) and any additional investor that becomes a party to this Agreement in accordance with Section 3.9 hereof.
SORRENTO R&D OFFICE LEASEOffice Lease • November 6th, 2018 • Nabriva Therapeutics PLC • Pharmaceutical preparations • California
SUBLEASE AGREEMENTSublease Agreement • February 12th, 2021 • Nabriva Therapeutics PLC • Pharmaceutical preparations • Pennsylvania
THIS SUBLEASE AGREEMENT (the "Sublease") is made as of this 8th day of February, 2021, by and between PROFESSIONAL PAYROLL SOLUTIONS, LLC, a Pennsylvania limited liability company, having an address at 4 Loretta Lane, Plymouth Meeting PA 19462 ("Sublandlord"), and NABRIVA THERAPEUTICS US, Inc., a Delaware corporation having an address at 1000 Continental Drive, Suite 600, King of Prussia, PA 19406 ("Subtenant").
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. COMMERCIAL PACKAGING AGREEMENTCommercial Packaging Agreement • November 6th, 2018 • Nabriva Therapeutics PLC • Pharmaceutical preparations • Pennsylvania
This Commercial Packaging Agreement (“Agreement”) is made as of this 26 day of December, 2017 (“Effective Date”), by and among Zavante Therapeutics, Inc., a Delaware corporation, with a place of business at 11750 Sorrento Valley Blvd., Suite 250, San Diego CA 92121 (“Zavante”), and AndersonBrecon Inc., an Illinois corporation, doing business as PCI of Illinois , with a place of business at 4545 Assembly Drive, Rockford, IL 61109 (together, “PCI”).
NABRIVA THERAPEUTICS PLC Restricted Share Unit Agreement Granted Under 2020 Share Incentive PlanRestricted Share Unit Agreement • March 29th, 2022 • Nabriva Therapeutics PLC • Pharmaceutical preparations • Delaware
This Restricted Share Unit Agreement (this “Agreement”) is made between Nabriva Therapeutics plc, a public limited company organized under the laws of Ireland (the “Company”), and the Participant pursuant to the 2020 Share Incentive Plan (as amended from time to time, the “Plan”).
ADS RIGHTS AGENT AGREEMENTAds Rights Agent Agreement • November 29th, 2016 • Nabriva Therapeutics AG • Pharmaceutical preparations • New York
Nabriva Theraputics AG, a company incorporated under the laws of the Republic of Austria (the “Company”), will grant to existing registered holders (the “ADS Holders”) of American Depositary Shares (“ADSs”) issued under the Deposit Agreement dated as of September 17, 2015 (the “Deposit Agreement”) among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and all owners and holders from time to time of ADSs issued thereunder that are registered on the books of the Depositary as of close of business in New York City on November 29, 2016 (the “Record Date”) the right (the “ADS Rights Offer”) to purchase new ADSs at a subscription price equal to the U.S. dollar equivalent of €4.014 per new ADS. Each ADS Holder will receive 0.276 ADSs rights (each, an “ADS Right”) for every ADSs held on the Record Date, and each ADS Right will entitle the registered holder (an “ADS Rights Holder”) to purchase one new ADS in the ADS Rights Offer. Each ADS represents one-tenth of one C
