0001193125-14-417758 Sample Contracts

AMENDMENT NO. 3 TO SALES AGREEMENT
Sales Agreement • November 19th, 2014 • Cempra, Inc. • Pharmaceutical preparations • New York

Cempra, Inc., a Delaware corporation (the “Company”), and Cowen and Company, LLC (“Cowen”), are parties to that certain Sales Agreement dated March 8, 2013, as amended by Amendment No. 1, dated December 10, 2013, and Amendment No. 2, dated October 16, 2014 (collectively, the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows (to be effective as set forth in paragraph 4 below):

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