Commitments and Contingencies	6 Months Ended
Jun. 30, 2023
Commitments and Contingencies
Commitments and Contingencies	11. Commitments and Contingencies XENLETA API Supply In August 2021, the Company’s wholly-owned subsidiary, Nabriva Therapeutics Ireland DAC, entered into an amendment to its API Supply Agreement, or the Hovione Supply Agreement, with Hovione Limited, or Hovione, which provided for the long-term commercial supply of the active pharmaceutical ingredients, or API, for XENLETA. Hovione agreed to reduce the Company’s annual minimum purchase requirements for XENLETA API to no minimum purchase requirement in 2021, by 50% from 2022 to 2024 and by 25% in 2025, in consideration for cash payments totaling €3.2 million and the right to a low single-digit royalty on total net sales of XENLETA in the United States for a period commencing on August 4, 2021 and ending on November 22, 2030, or the Royalty Term, which royalty payments were to be no greater than an aggregate of €10.0 million. If the aggregate amount of royalties payments received by Hovione was less than an aggregate of €4.0 million, the Company was obligated to pay Hovione the difference in a lump sum payment at the end of the Royalty Term. In addition, Hovione agreed to extend the duration of the Hovione Supply Agreement from November 22, 2025 to November 22, 2030 with annual minimum purchase requirements for 2026 to 2030 at the newly agreed annual minimum purchase amount for 2025. In November 2022, Nabriva Therapeutics Ireland DAC, entered into an amendment to the Hovione Supply Agreement to reduce the Company’s annual minimum purchase requirements for XENLETA API for certain geographies. In consideration for the reduced minimum purchase requirements, the Company granted Hovione the right to a low single-digit royalty on total net sales of XENLETA by the Company’s licensees outside of the United States to the extent that the commercial product of XENLETA sold by such licensees is manufactured with API obtained from a third party (or any finished commercial product containing API obtained from a third party) other than Hovione during the terms of the agreement. On July 31, 2023, Nabriva Therapeutics Ireland DAC entered into an amendment to the Hovione Supply Agreement. Under the amendment, the Company is released from certain obligations arising under the agreement, including (i) the minimum annual commitment obligations and (ii) the royalty obligations. The Company has agreed to pay $6.3 million to satisfy its obligation in respect of the 2022 and 2023 minimal annual commitment and $1.0 million for settlement of 2024-2030 minimum annual commitments and royalties. As of June 30, 2023, the Company had $6.3 million accrued within accounts payable and $1.0 million accrued within accrued expenses and other current liabilities related to these obligations. For the six months ended June 30, 2023, the Company recognized $0.4 million of expense in cost of revenues relating to losses under the XENLETA purchase commitment. As of December 31, 2022, the Company had $4.3 million and $2.6 million accrued in accrued expenses and other current liabilities relating to estimated losses under the XENLETA purchase commitments in consideration of ASC 330-10-35-17, Inventory Purchase Commitments and satisfaction of the 2022 minimal annual commitment, respectively. Litigation Except as noted below, as of the date of the filing this Quarterly Report on Form 10-Q, there are no material outstanding legal proceedings against the Company or its current officers or directors. On September 29, 2023, a complaint was filed against the Company in the U.S. District Court for the Southern District of New York by Ladenburg, Thalmann & Co., Inc. (“LTCO”), alleging breach of contract by the Company relating to an engagement letter between the Company and LTCO for investment banking services. To date, the Company has yet to be formally served with the complaint. While the Company is unable to provide any assurances as to the ultimate outcome of the case, the Company intends to defend itself vigorously against the allegations. The Company is currently unable to estimate the costs and timing of any litigation, including any potential damages if LTCO were to prevail on its claims.

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

11. Commitments and Contingencies

XENLETA API Supply

In August 2021, the Company’s wholly-owned subsidiary, Nabriva Therapeutics Ireland DAC, entered into an amendment to its API Supply Agreement, or the Hovione Supply Agreement, with Hovione Limited, or Hovione, which provided for the long-term commercial supply of the active pharmaceutical ingredients, or API, for XENLETA. Hovione agreed to reduce the Company’s annual minimum purchase requirements for XENLETA API to no minimum purchase requirement in 2021, by 50% from 2022 to 2024 and by 25% in 2025, in consideration for cash payments totaling €3.2 million and the right to a low single-digit royalty on total net sales of XENLETA in the United States for a period commencing on August 4, 2021 and ending on November 22, 2030, or the Royalty Term, which royalty payments were to be no greater than an aggregate of €10.0 million. If the aggregate amount of royalties payments received by Hovione was less than an aggregate of €4.0 million, the Company was obligated to pay Hovione the difference in a lump sum payment at the end of the Royalty Term. In addition, Hovione agreed to extend the duration of the Hovione Supply Agreement from November 22, 2025 to November 22, 2030 with annual minimum purchase requirements for 2026 to 2030 at the newly agreed annual minimum purchase amount for 2025.

In November 2022, Nabriva Therapeutics Ireland DAC, entered into an amendment to the Hovione Supply Agreement to reduce the Company’s annual minimum purchase requirements for XENLETA API for certain geographies. In consideration for the reduced minimum purchase requirements, the Company granted Hovione the right to a low single-digit royalty on total net sales of XENLETA by the Company’s licensees outside of the United States to the extent that the commercial product of XENLETA sold by such licensees is manufactured with API obtained from a

third party (or any finished commercial product containing API obtained from a third party) other than Hovione during the terms of the agreement.

On July 31, 2023, Nabriva Therapeutics Ireland DAC entered into an amendment to the Hovione Supply Agreement. Under the amendment, the Company is released from certain obligations arising under the agreement, including (i) the minimum annual commitment obligations and (ii) the royalty obligations. The Company has agreed to pay $6.3 million to satisfy its obligation in respect of the 2022 and 2023 minimal annual commitment and $1.0 million for settlement of 2024-2030 minimum annual commitments and royalties. As of June 30, 2023, the Company had $6.3 million accrued within accounts payable and $1.0 million accrued within accrued expenses and other current liabilities related to these obligations. For the six months ended June 30, 2023, the Company recognized $0.4 million of expense in cost of revenues relating to losses under the XENLETA purchase commitment. As of December 31, 2022, the Company had $4.3 million and $2.6 million accrued in accrued expenses and other current liabilities relating to estimated losses under the XENLETA purchase commitments in consideration of ASC 330-10-35-17, Inventory Purchase Commitments and satisfaction of the 2022 minimal annual commitment, respectively.

Litigation

Except as noted below, as of the date of the filing this Quarterly Report on Form 10-Q, there are no material outstanding legal proceedings against the Company or its current officers or directors.

On September 29, 2023, a complaint was filed against the Company in the U.S. District Court for the Southern District of New York by Ladenburg, Thalmann & Co., Inc. (“LTCO”), alleging breach of contract by the Company relating to an engagement letter between the Company and LTCO for investment banking services. To date, the Company has yet to be formally served with the complaint. While the Company is unable to provide any assurances as to the ultimate outcome of the case, the Company intends to defend itself vigorously against the allegations. The Company is currently unable to estimate the costs and timing of any litigation, including any potential damages if LTCO were to prevail on its claims.

Nabriva Therapeutics plc 10-Q