Amendment No. 3 to the Product Agreement, by and between the Company and Patheon UK Limited, dated as of July 1, 2020

PATHEON UK LIMITED (Registration No. 3764421) incorporated and registered in England whose registered office is at Kingfisher Drive, Covingham, Swindon, Wiltshire, SN3 5BZ, England (“Patheon”); and

PARATEK PHARMACEUTICALS, INC. a corporation existing under the laws of Delaware, whose registered office is at 4th Floor, 75 Park Plaza, Boston, MA 02116, USA (“Client”).

The Parties entered in to a Product Agreement dated July 28, 2017, as previously amended by the Amendment No. 1 dated as of January 1, 2019 and Amendment No. 2 dated as of June 1, 2019 (the “Product Agreement”) issued under the Master Manufacturing Services Agreement dated July 28, 2017, as amended by the First Amendment dated June 1, 2019 and Second Amendment dated December 18, 2020 (the “Master Agreement”), (collectively the “Agreement”).

Defined terms in this Third Amendment Agreement shall have the same meaning as those in the Agreement as applicable unless otherwise indicated.

The Parties have agreed to amend the terms of the Product Agreement to extend the Client’s use of the [***] and revise the annual stability testing and API retesting.

Amendments

The Parties agree that, as of the Third Amendment Effective Date, the Product Agreement is amended as set forth in this Section 2.

[***] pricing tables in Schedule B of the Product Agreement shall be deleted and replaced with the pricing tables set forth in Annex 1 to this Third Amendment Agreement and shall apply to Product delivered on or after 01 January 2020.  This includes any Firm Orders accepted by Patheon prior to 01 January 2020 where the actual Delivery Date is on or after 01 January 2020.

The terms of the following sections [***], each as set forth in Schedule B of the Product Agreement, shall be deleted and replaced with terms set forth in Annex 1 to this Third Amendment Agreement.  For the avoidance of doubt, the remainder of the terms set forth in Schedule B of the Product Agreement [***] shall remain in full force and effect.

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The annual stability testing and API retesting terms described in Schedule C of the Product Agreement shall be deleted and replaced with the terms set forth in Annex 2 to this Third Amendment Agreement.

All terms within the Agreement not specifically amended by this Third Amendment Agreement remain in unchanged.

Integration

Except for the sections of the Agreement specifically amended hereunder, all terms and conditions of the Agreement remain and shall remain in full force and effect.  This Third Amendment Agreement shall hereafter be incorporated into and deemed part of the Agreement and any future reference to the Agreement shall include the terms and conditions of this Third Amendment Agreement.

Governing Law and Jurisdiction

This Third Amendment Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non‑contractual disputes or claims) shall be governed by and construed in accordance with the laws that govern the Agreement, and the Parties submit to the jurisdiction and dispute resolution provisions as set forth in the Agreement.

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When the retest date for the API is exceeded, Patheon will re‑test the API lot stored in Patheon Warehouse according to the Paratek specification.  The test results will be reported in an analytical data sheet.  A final Certificate of Analysis (COA) with the new retest date clearly noted will be issued by Patheon.

The tests to be done will be:

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To perform incoming testing as per Patheon procedure and to extend the retest date of the API (when applicable).