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. AGREEMENT AND PLAN OF MERGER dated as of July 23, 2018 by and among NABRIVA THERAPEUTICS PLC, ZUPERBUG MERGER SUB I,...Agreement and Plan of Merger • July 25th, 2018 • Nabriva Therapeutics PLC • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of July 23, 2018, is entered into by and among Nabriva Therapeutics plc, a public limited company under the Laws of Ireland (“Buyer”), Zuperbug Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer (“Merger Sub I”), Zuperbug Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer (“Merger Sub II”, and together with Merger Sub I, “Merger Subs”), Zavante Therapeutics, Inc., a Delaware corporation (the “Company”), and Cam Gallagher, an individual, solely in his capacity as the initial Stockholder Representative hereunder.
TRANSITION, SEPARATION AND RELEASE OF CLAIMS AGREEMENTConsulting Agreement • July 25th, 2018 • Nabriva Therapeutics PLC • Pharmaceutical preparations • Pennsylvania
This Transition, 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 Colin Broom (“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 (the “Parent”), Zuperbug Merger Sub I, Inc., Zuperbug Merger Sub II, Inc., Zavante Therapeutics, Inc. and Cam Gallagher, solely in his capacity as the initial Stockholder Representative, and shall become effective as of the Closing. In the event the Closing does not occur, this Agreement shall have no further force and effect and shall be null and void.
