Side Agreement to Manufacturing Services Agreement, dated November 19, 2021, by and among Nabriva Therapeutics Ireland DAC and Patheon UK Ltd

Exhibit 10.58

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Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions.

SIDE AGREEMENT
to the
Manufacturing Services Agreement
effective as of May 08^th, 2017

This Side Agreement (the “Side Agreement”) to the above-mentioned Manufacturing Services Agreement, as assigned by Nabriva Therapeutics GmbH (formerly Nabriva Therapeutics AG) to Nabriva Therapeutics Ireland DAC (the “MSA”), is entered into by and between Patheon UK Ltd, a corporation existing under the laws of United Kingdom, with registered offices at Kingfisher Drive, Covingham, Swindon, SN3 5BZ, UK (“Patheon”) and Nabriva Therapeutics Ireland DAC, an Irish designated activity company, having its registered office at Alexandra House, Office 225/227, The Sweepstakes, Ballsbridge, Dublin 4, D04 C7H2, Ireland (“Customer” or “Nabriva”).

Each of Patheon and Customer is hereinafter referred as “Party” or together as “Parties”. This Side Agreement is effective as of January 1^st, 2021 (the “Effective Date”).

Capitalized terms shall have the meaning set forth in the MSA unless otherwise defined herein.

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WHEREAS, pursuant to Schedule B to the MSA, Customer agreed to order and purchase an annual binding minimum amount of Product following its approval in each relevant Territory so ensuring a certain minimum conversion revenue (i.e:  €[**] in Year 1, and €[**] in Year 2 for the amount of €[**]) (the “Initial Minimum Conversion Revenue”) for Patheon, and that, if such Minimum Conversion Revenue is not met in a given Year, then Customer will pay such an additional sum at the end of that Year that ensures the Minimum Conversion Revenue is paid to Patheon;

WHEREAS, the Product was approved for the US market in August 2019, and in Europe in July 2020;

WHEREAS, in 2020, Nabriva did not order any volume of Product to Patheon and substantially reduced its demand to [**] batches only in 2021;

WHEREAS, in consideration of the above recitals, Nabriva owes Patheon the amount of (i) €[**] for Year 2020 and, (ii) provided that [**] batches of Product are ordered and paid by Nabriva in 2021, the amount of €[**] for Year 2021, equal to the amount of €[**] less the conversion cost of the [**] ordered batched (i.e. €[**]), for an aggregate amount of €[**] (“Amount Due”);

WHEREAS, Nabriva asked Patheon to discount the Amount Due of €[**] (“Discount”), to defer payment of the Amount Due less the Discount, and to revise its Product volume requirements until 2025;

WHEREAS, Patheon has been available to support Customer with the above matter, at the following terms and conditions;

NOW, THEREFORE, in consideration of the premises contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Section 4.2(a) of the MSA shall apply to the Product Price starting from January 1^st, 2022.

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It is understood and agreed between the Parties that, should Nabriva (i) not pay in full and at the agreed dates the amounts set forth in Section 3 above, or (ii) not order or purchase the above Binding Volume each Year during the Initial Term, in addition to the provisions of Section 4.2.1 of the MSA and save any other remedy that Patheon may have under the MSA, Patheon shall be entitled to and Nabriva shall be obliged to immediately reimburse Patheon for the amounts (if still due by Nabriva) as follows:

For the sake of clarity, the Parties acknowledge that at the execution date of this Side Agreement, Nabriva has already ordered a paid a batch of Product (#00009) as part of the its 2021 Binding Volume commitment, at the Price applicable in 2020, for a total amount of €[**] instead of the Price agreed in Section 4 above (i.e.  €[**]).  Therefore, upon execution of this Side Agreement, Patheon will be entitled to charge Nabriva for the batch Price difference equal to €[**].

IN WITNESS WHEREOF, the duly authorized representatives of each Party have executed this Side Agreement on the date written above.

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ANNEX 1

SCHEDULE B

MINIMUM ORDER QUANTITY, ANNUAL VOLUME, AND PRICE

Long Term Forecast (binding minimum batches) (*)

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Manufacturing Prices
Bulk Prices:

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