6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2016

Commission File Number 001-37558

NABRIVA THERAPEUTICS AG

(Translation of registrant’s name into English)

Leberstrasse 20

1110 Vienna, Austria

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

FORM 20-F x FORM 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  o

Announcement of Launch of Rights Offering

On November 29, 2016, Nabriva Therapeutics AG issued a press release announcing that it had launched its previously announced rights offering. This Report on Form 6-K contains the following exhibits in connection with the rights offering.  This report and such exhibits (other than exhibit 99.7) are hereby incorporated by reference into the Registration Statement on Form F-3 (No. 333-214197) and the prospectus supplement dated November 29, 2016 of Nabriva Therapeutics AG.  The information contained in Exhibit 99.7 to this Form 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

8.1Tax Opinion of Wilmer Cutler Pickering Hale and Dorr LLP

8.2Tax Opinion of Freshfields Bruckhaus Deringer LLP

99.1Financial Services Agreement, by and between Nabriva Therapeutics AG and Cantor Fitzgerald & Co., dated November 29, 2016

99.2Form of ADS Rights Agent Agreement, by and between Nabriva Therapeutics AG and The Bank of New York Mellon

99.3Form of Letter to Beneficial Owners of American Depositary Shares of Nabriva Therapeutics AG

99.4Form of Letter to Securities Dealers, Commercial Banks, Trust Companies and Other Nominees which are holders of American Depositary Shares of Nabriva Therapeutics AG

99.5Form of ADS Subscription Form for ADS Rights to Purchase ADSs of Nabriva Therapeutics AG

99.6Form of Instructions Booklet for Nabriva Therapeutics AG ADS Subscription Form for ADS Rights to Purchase ADSs of Nabriva Therapeutics AG

99.7Press Release dated November 29, 2016

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NABRIVA THERAPEUTICS AG
By:	/s/ Colin Broom
	Colin Broom
	Chief Executive Officer

Date: November 29, 2016

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EXHIBIT INDEX

Exhibit Number	Description
8.1	Tax Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
8.2	Tax Opinion of Freshfields Bruckhaus Deringer LLP
99.1	Financial Services Agreement, by and between Nabriva Therapeutics AG and Cantor Fitzgerald & Co., dated November 29, 2016
99.2	Form of ADS Rights Agent Agreement, by and between Nabriva Therapeutics AG and The Bank of New York Mellon
99.3	Form of Letter to Beneficial Owners of American Depositary Shares of Nabriva Therapeutics AG
99.4	Form of Letter to Securities Dealers, Commercial Banks, Trust Companies and Other Nominees which are holders of American Depositary Shares of Nabriva Therapeutics AG
99.5	Form of ADS Subscription Form for ADS Rights to Purchase ADSs of Nabriva Therapeutics AG
99.6	Form of Instructions Booklet for Nabriva Therapeutics AG ADS Subscription Form for ADS Rights to Purchase ADSs of Nabriva Therapeutics AG
99.7	Press Release dated November 29, 2016

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EX-8.1

EXHIBIT 8.1

+1 212 230 8800 (t)

+1 212 230 8888 (f)

wilmerhale.com

November 29, 2016

Nabriva Therapeutics AG

Leberstrasse 20

1110 Vienna

Austria

Re: Nabriva Therapeutics AG

Ladies and Gentlemen:

In connection with the rights offering (the “Offering”) for no par value common shares (auf Namen lautende Stückaktien), with a notional nominal value of €1.00 per common share (the “Common Shares”) represented by American Depositary Shares (the “ADSs”), of Nabriva Therapeutics AG (the “Company”), pursuant to the prospectus supplement (the “Prospectus Supplement”) to a registration statement on Form F-3 under the Securities Act of 1933, as amended (the “Securities Act”), originally filed by the Company with the Securities and Exchange Commission (the “Commission”) on October 21, 2016 (File No. 333-214197), you have requested our opinion concerning the statements in the Prospectus Supplement under the heading “Taxation—Taxation in the United States.”

In connection with rendering the opinion set forth below, we have examined and relied on the Prospectus Supplement and such other documents as we have deemed necessary or relevant as a basis for the opinion set forth below.  We have not independently verified any factual matters.

For purposes of rendering our opinion, we have assumed the authenticity of original documents, the accuracy of copies, the genuineness of all signatures and the legal capacity of all persons executing all instruments or documents examined or relied on by us.

Our opinion is based upon the relevant provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder, and interpretations of the foregoing as expressed in court decisions and administrative determinations, all as in effect on the date of this opinion and all of which are subject to change at any time (possibly with retroactive effect).  A change in the authorities upon which our opinion is based could affect the conclusions expressed herein.  We undertake no obligation to update or supplement this opinion to reflect any changes of law or fact.

Our opinion is not binding upon the U.S. Internal Revenue Service (the “IRS”) or any court.  Thus, no assurance can be given that a position taken in reliance on our opinion will not be challenged by the IRS or rejected by a court.

On the basis of and subject to the foregoing and in reliance on the assumptions described above, subject to the limitations set forth in the Prospectus Supplement, the statements of law or legal

conclusions in the Prospectus Supplement under the heading “Taxation—Taxation in the United States” constitute the opinion of Wilmer Cutler Pickering Hale and Dorr LLP as to the material United States federal income tax consequences of the acquisition, ownership and disposition of (i) the rights being offered in the Offering and (ii) Common Shares and ADSs acquired by exercise of such rights.

This opinion is limited to the matters of federal income tax law of the United States set forth in the Prospectus Supplement, and we express no opinion with respect to any other federal, state, local or foreign tax issues, consequences or matters related to the acquisition, ownership and disposition of the Common Shares and ADSs.

This opinion is furnished to you solely in connection with the Prospectus Supplement and may not be relied upon by anyone else or used for any other purpose without our prior written consent, provided, however, that it may be relied upon by persons entitled to rely on it pursuant to applicable provisions of federal securities laws.

We hereby consent to the filing of this opinion as Exhibit 8.1 to the Prospectus Supplement and to the use of our name under the caption “Legal Matters” in the Prospectus Supplement.  In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Commission promulgated thereunder, nor do we thereby admit that we are experts with respect to any part of the Prospectus Supplement within the meaning of the term “experts” as used in the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Sincerely,

WILMER CUTLER PICKERING
HALE AND DORR LLP

By:	/s/ Richard E. Andersen
	Richard E. Andersen, Partner

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EX-8.2

Exhibit 8.2

	Freshfields Bruckhaus Deringer LLP
	Attorneys at Law
	em. Dr Heinz H Löber, MCJ	Dr Eva Katharina Hickl, LL M
	em. DDr Georg Bahn	Dr Sandra Gutmann, LL M
	Dr Günther J Horvath, MCJ	Mag Niamh Leinwather
	Mag Dr Willibald Plesser	Dr Anna K Wolf-Posch, LL M
	Mag Dr Thomas Zottl	Dr Maria Dreher
Nabriva Therapeutics AG	Dr Christof Pöchhacker, MCL	Dr Christian Jöllinger, LL M
Leberstrasse 20	Dr Stefan Köck, LL M	Dr Dora Rendessy
1110 Vienna	Dr Michael Sedlaczek	Mag Dr Désirée Prantl, LL M
Austria	Dr Thomas Kustor, LL M	Mag Florian Weixelbaum, LL M
	Dr Friedrich Jergitsch	Mag Alma Zadic, LL M
	Mag Dr Bertram Burtscher	Dipl-Ing Mag Dr Gernot Fritz
	Dr Konrad Gröller	Mag Mathias Lehner, LL M
	Dr Farid Sigari-Majd	MMag Oliver-Christoph Günther, LL M
	Dr Florian Klimscha, LL M	MMag Daniel Lungenschmid
	Dr Stephan Denk	European lawyer established in Austria:
	Dr Stephan Pachinger, LL M	Lic iur Eliane Fischer, MIA
	Dr Alfred Zehner, LL M	Not admitted as attorney-at-law in Austria:
	Dr Mario Züger	Univ Prof Dr Claus Staringer, Tax Advisor
	Dr Sabine Prossinger	Christopher J Hall, JD
	Mag Dr Michal Dobrowolski	(Virginia, Washington, DC, USA)
	Dr Lutz Riede, LL M	Amanda Neil, BA LL B (Hons) (England and
	Dr Karin Buzanich-Sommeregger	Wales, New South Wales, Australia)
	Dr Ludwig Hartenau	Blair Day, B Com LL B (Hons)
	Mag Johannes Lutterotti	(England and Wales, Victoria, Australia)
	Dr Felix Neuwirther
	Dr Lukas Bauer
29 November 2016		Vienna
		Seilergasse 16
		1010 Vienna
		T  +43 1 515 15 0 (Switchboard)
		D  +43 1 515 15 124 (Direct)
		F   +43 1 512 63 94
		Estephan.pachinger@freshfields.com
		www.freshfields.com

NABRIVA THERAPEUTICS AG — Form F-3 Registration Statement under the Securities Act of 1933

Form 6-K Report of Foreign Private Issuer pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 — Exhibit 8.1 Tax Opinion

Dear Sir/Madam

Introduction

1.We are acting as legal advisers to Nabriva Therapeutics AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of the Republic of Austria, registered under number FN 269261 y with the commercial register (Firmenbuch) of the Vienna Commercial Court (the Company) in connection with its filing of a Registration Statement on Form F-3 (File No. 333-214197) (the Registration Statement) with the U.S. Securities and Exchange Commission (the SEC) under the Securities Act of 1933, as amended (the Securities Act) for the registration of no par value common shares (the New Shares), and rights to subscribe for the

Freshfields Bruckhaus Deringer LLP is a limited liability partnership with its registered office at 65 Fleet Street, London EC4Y 1HS, England. It is registered with the Registrar of Companies for England and Wales at Companies House under company number OC334789 and is authorised and regulated by the Solicitors Regulation Authority. Freshfields Bruckhaus Deringer LLP, Zweigniederlassung Wien is registered with the commercial register of the Commercial Court of Vienna under no FN 311246 s.

A list of the members (and of the non-members who are designated as partners) of Freshfields Bruckhaus Deringer LLP is available for inspection at its registered office. Any reference to a partner means a member, or a consultant or employee with equivalent standing and qualifications, of Freshfields Bruckhaus Deringer LLP or any of its affiliated firms or entities. Please refer to www.freshfields.com/support/legalnotice for further information.

New Shares of existing shareholders (the Rights), of the Company, at an aggregate initial offering price not to exceed $ 75,000,000, with each New Share having a notional par value of EUR 1.00 per share as described in the Prospectus Supplement dated November 29, 2016 (Prospectus Supplement) and the Prospectus dated November 9, 2016 (Prospectus) contained in or deemed to be part of the Registration Statement. The New Shares may be offered to investors indirectly via the issuance of American Depository receipts (ADS).

Capitalized terms used and not otherwise defined herein have the meaning assigned to such terms in the Underwriting Agreement. In this opinion, “Austria” means the Republic of Austria.

Scope of Opinion

2.The undersigned is admitted to the bar in Vienna, Austria and licensed as an attorney-at-law in Austria. This opinion is, therefore, limited to matters of Austrian law as presently in effect. Our opinions expressed herein are given on the basis that they represent a fair view of the legal position (vertretbare Rechtsansicht) under Austrian law but do not purport to reflect all positions taken by the courts and academic literature in the past with respect to a particular legal issue. We assume no obligation to update the opinions expressed herein if laws, facts or circumstances change after the date hereof. We have not investigated and do not express or imply an opinion with respect to the laws of any jurisdiction other than Austria. In particular, this opinion does not address itself to matters arising out of or in connection with the issuance or the listing of the ADS on The NASDAQ Global Market. We have not been instructed to review any tax or regulatory matters (other than those expressly mentioned in this opinion) and (except as stated otherwise in this opinion) any reference to Austrian law herein shall exclude the law relating to such matters. Except as necessary or appropriate for the purposes of this opinion, we have not independently verified factual matters for the purposes of this opinion, and our opinion does not purport to express or imply any opinion with regard to such matters, including the adequacy of any of the economic terms of the transactions contemplated in the Documents (as defined below). Nothing herein should be taken as expressing an opinion with respect to the representations and warranties or other factual statements (other than any facts that are the subject of this opinion), contained in the Documents (as defined below). Where this opinion letter refers to facts or documents “known to us” or statements are made based upon “our knowledge”, and in all other similar circumstances, such knowledge shall only be relevant with regard to the conscious awareness of those lawyers of our firm having worked specifically on the transaction being the subject matter of this opinion.

Language, Governing Law and Jurisdiction

3.In this opinion, Austrian legal terms have been translated into English. These translations may not always reflect the exact meaning of the terms in German. This opinion, therefore, may only

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be relied upon under the express condition that any issues arising hereunder (including, without limitation, issues of interpretation) will be governed by and construed in accordance with Austrian law as at the date of this opinion. The courts of Vienna, Austria shall have exclusive jurisdiction with respect to any matters of liability arising hereunder.

Documents Reviewed

4.In rendering this opinion, we have examined the following documents:

(a)a copy of the Company’s articles of association (Satzung), as amended in the shareholders’ meeting dated August 25, 2016 (the Articles);

(b)a copy of the resolution of the management board (Vorstand) of the Company and the supervisory board (Aufsichtsrat) of the Company authorizing and approving the filing of the Registration Statement; and

(c)a copy of the Registration Statement originally filed by the Company with the Commission on October 21, 2016 pursuant to the Securities Act and the rules and regulations promulgated thereunder (the Rules);

(d)a copy of Amendment No. 1 to the Registration Statement originally filed by the Company with the Commission on November 4, 2016;

(e)the Prospectus dated November 9, 2016; and

(f)the Prospectus Supplement dated November 29, 2016.

In addition, we have reviewed such certificates, corporate records and other documents, and such matters of law, as we have deemed necessary or appropriate for the purposes of this opinion. The documents referred to in paragraphs (a) to (f) are hereinafter collectively referred to as the Documents. We have not reviewed any other documents for the purposes of this opinion.

Searches and Enquiries

5.We have not made any searches or enquiries for the purposes of giving this opinion other than:

(a)an extract from the main book (Hauptbuch) of the commercial register (Firmenbuch) reflecting the entries in the commercial register regarding the Company, made on-line from the commercial register database on the date of this opinion (the Commercial Register Extract); and

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(b)on-line searches on the date of this opinion of the insolvency database (Insolvenzdatei) accessible via the relevant website (http://www.edikte1.justiz.gv.at) regarding any entries in the insolvency database concerning the Company; and

(c)an online search on the date of this opinion with the insolvency registers interconnection search interface of the European e-Justice Portal accessible via the relevant website (https://e-justice.europa.eu) regarding any entries in the insolvency databases of participating member states concerning the Company,

(the Searches).

Assumptions

6.In considering the above documents and in rendering this opinion we have with your consent and without any further enquiry assumed:

(a)the genuineness of all signatures on, and the authenticity and completeness of all documents submitted to us (whether as originals or copies);

(b)the conformity to originals of all Documents supplied to us as photocopies, portable document format (PDF) copies, facsimile copies or e-mail conformed copies (or any other means);

(c)that where a document has been examined by us in draft or specimen form, it will be or has been executed in the form of that draft or specimen;

(d)that nothing in this opinion is affected by any document other than the Documents;

(e)that the information revealed by the Searches is accurate and complete in all respects as of the date of the Searches and that no changes to the facts related therein have occurred between the date the Searches were made and the date hereof;

(f)that the Company’s shareholder meeting at which the resolutions to authorize the management board, subject to the supervisory board, to increase the share capital by issuing the New Shares (authorized capital) was passed, was duly called, convened and held in full compliance with all applicable laws;

(g)that prior to the issuance of the New Shares the shareholders of the Company will not have taken any action for the winding up or dissolution of the Company and no proceedings will have been instituted for the winding up, liquidation or appointment of a receiver, trustee or similar officer in respect of all or any part of the undertaking, property, revenues or assets

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of the Company and nothing similar has occurred under the laws of any applicable jurisdiction;

(h)that all individuals who will actually sign or who have signed the Documents (i) have sufficient legal competency and capacity to act (i.e. are of sufficient legal age without mental disability or incapacity) and (ii) are in fact the persons whose names appear on the signature pages of the relevant Documents;

(i)that neither the New Shares nor the Rights will be publicly offered within the meaning of the Austrian Capital Markets Act, in Austria;

(j)that the Company will, at the time of issuance of the New Shares or the Rights, be effectively administered in the jurisdiction of its incorporation and has its “centre of main interests” within the meaning of Article 3 of the Council Regulation (EC) No 1346/2000 of 29 May 2000 on Insolvency Proceedings (the EU Insolvency Regulation) in such jurisdiction; and

(k)that the authorizations to issue New Shares have been validly adopted, duly registered with the commercial register and that the subscription rights of existing holders of common shares have not been excluded in connection with the issuance of New Shares;

(l)that the invitation to exercise the Rights, including the subscription price and the subscription ratio, have been duly published in accordance with Austrian law and that the Rights are validly exercised within the statutory exercise period, which period may not be shorter than two weeks; and

(m)that the Registration Statement has been or will have been filed with the U.S. Securities and Exchange Commission in the form referred to in this opinion.

Opinion

7.Based on the foregoing and subject to the qualifications, exceptions, assumptions and limitations stated herein and to any factual matters or documents not disclosed to us and having regard to such considerations of Austrian law in force as at the date of this opinion, as we consider relevant, we are of the opinion that:

The statements set forth in the Prospectus Supplement under the caption “Taxation — Taxation in Austria” insofar as such statements purport to describe or summarize applicable provisions of the tax issues or tax provisions referred to therein, represent fair descriptions or summaries of such issues or provisions and are correct in all material respects.

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Benefit of Opinion

8.We hereby consent to the filing of this opinion letter as an exhibit to a Form 6-K to be incorporated by reference in the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules.

Very truly yours,

/s/ Freshfields Bruckhaus Deringer LLP

Freshfields Bruckhaus Deringer LLP

Attorneys at Law, Vienna

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EX-99.1

Exhibit 99.1

EXECUTION VERSION

FINANCIAL SERVICES AGREEMENT

November 29, 2016

Cantor Fitzgerald & Co.

499 Park Avenue

New York, New York 10022

Ladies and Gentlemen:

This Financial Services Agreement (the “Agreement”) relates to a securities offering of Nabriva Therapeutics AG, a stock corporation (Aktiengesellschaft) incorporated in the Republic of Austria (“Austria”) with corporate seat in Vienna and business address at Leberstraße 20, A-1110 Vienna, Austria, registered with the commercial register of the Vienna Commercial Court under no. FN 269261 y (the “Company”).

The Company proposes to raise approximately US $25 million gross proceeds through the issuance of securities to holders of rights (“Rights”) to subscribe for common shares, nominal value €1.00 per share (“Shares”), or American Depositary Shares representing Shares (“ADSs”, together with the Shares, the “Securities”).  Cantor Fitzgerald & Co (“CF&CO”) has agreed to act as the Company’s exclusive financial advisor in connection with such proposed offering (the “Rights Offering”).  In addition, if all Rights are not fully exercised, CF&CO shall have the exclusive right, but not the obligation, to act as sole book-runner in connection with an offering of ADSs promptly following the completion of the Rights subscription period in an amount equal to the number of ADSs that would have been issuable pursuant to such unexercised Rights (the “Placement”, and collectively with the “Rights Offering”, the “Financing”).

CF&CO hereby accepts the engagement and, in that connection, to the extent requested by the Company and appropriate under the circumstances, agrees to assist the Company in the following with respect to the Financing:

A.Assistance and advice in structuring, strategy and settlement mechanics;

B.Preparation of marketing materials concerning the Financing for distribution and presentation to prospective investors;

C.In Cantor’s sole discretion, engaging in permitted “stabilization” transactions with respect to the ADSs in connection with the Financing; and

D.Preparation and implementation of a marketing plan in connection with the Placement.

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CF&Co shall perform these services in a professional and businesslike manner.

In consideration of CF&CO’ services pursuant to this Agreement, concurrently with and subject to the delivery of Shares and ADSs pursuant to the Rights Offering, the Company agrees to pay CF&CO a cash fee in U.S. dollars equal to 8% of the gross proceeds to the Company from the purchase of Securities upon exercise of Rights pursuant to the Rights Offering.  In addition, with respect to any ADSs sold in the Placement, in light of the fact that Austrian law requires that CF&CO purchase any securities at a price no lower than the Euro-denominated subscription price for the Rights Offering (the “Subscription Price”), (i) if CF&CO resells ADSs in the Placement at a price below or at the Subscription Price, the Company agrees to pay CF&CO a cash fee in U.S. dollars equal to 8% of the gross proceeds to the Company from any such ADSs subsequently resold in the Placement, (ii) if CF&CO resells ADSs in the Placement at a price above the Subscription Price but below a price that is equal to 8% greater than the Subscription Price, the Company agrees to pay CF&CO a cash fee in U.S. dollars equal to the difference between the price that is 8% greater than the Subscription Price and the price at which CF&CO resells any such ADSs in the Placement and (iii) if CF&CO resells ADSs in the Placement at a price equal to 8% greater than the Subscription Price, it shall receive no proceeds from the Company. In no event will CF&CO resell securities at a price that is greater than 8% greater than the Subscription Price or receive aggregate fees pursuant to this paragraph 3 that exceed 8% of the gross proceeds of the Financing, with any such additional funds being promptly paid to the Company.

The Company’s payment obligations set forth above with respect to the Rights Offering shall in no way be contingent upon the successful completion of a Placement and shall be paid to CF&CO no later than the date of the settlement of the Rights Offering.

This Agreement shall terminate as of March 1, 2017 if the Rights Offering has not been completed on or prior to such date.  CF&CO may terminate this Agreement at any time upon written notice to the Company.  The Company may terminate this Agreement at any time after CF&CO informs the Company in writing that it does not plan to provide the Company with any of the financial advisory services in connection with the Rights Offering, or participate in any of the transactions, contemplated hereunder. In any such case CF&CO shall not be entitled to any fees or other compensation under this Agreement.

Section 1. Representations and Warranties; Covenants of the Company.

A.The Financing will be conducted pursuant to the registration statement on Form F-3 (File No. 333-214197) with respect to the Shares underlying the ADSs, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Securities.  Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act, is called the “Registration Statement.”  The Company has prepared and filed with the Commission a registration statement on Form F-6 (File No. 333-206771) relating to

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the ADSs.  Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the 1933 Act, including all documents incorporated or deemed to be incorporated by reference therein, is called the “ADS Registration Statement.”  The Company expects to file with the Securities and Exchange Commission a prospectus supplement to the Base Prospectus relating to the Rights Offering (the “Prospectus Supplement”, and together with the Base Prospectus, the “Prospectus”).

B.Neither the Registration Statement nor any amendment thereto, at its effective time, or as of the date of this Agreement, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.  Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) or at the date of settlement of the Rights Offering, will include an untrue statement of a material fact or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  Each of the Registration Statement and any amendment thereto has become effective under the Securities Act.  No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated by the Securities and Exchange Commission (“SEC”).

C.To help the United States government fight the funding of terrorism and money laundering activities, the federal law of the United States requires all financial institutions to obtain, verify and record information that identifies each person with whom they do business as a condition to doing such business. To permit compliance with this requirement, upon request the Company will provide CF&CO with information or documents sufficient to verify the Company’s identity, including (as appropriate) a U.S. taxpayer identification number or other government-issued identification number, a government-issued business license, a certified charter, certificate of incorporation, partnership agreement or trust instrument and other constituent documents.

D.The Company represents, to the best of its knowledge, that none of (i) the Company, (ii) any person controlling or controlled by the Company, (iii) any person having a beneficial ownership interest in the Company and (iv) any person for whom the Company acts as an agent or nominee is (x) a country, territory, individual or entity named on the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) list, (y) a person or entity prohibited under the programs administered by OFAC (“OFAC Programs”), or (z) a country, territory, individual or entity named on another international sanctions list.  The Company further represents that, to the best of its knowledge, none of the proceeds of the Financing shall be derived from or used for any purpose prohibited under the OFAC Programs or other international sanctions programs.

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E.During the period of CF&CO’s engagement hereunder, the Company will furnish or arrange to have furnished to CF&CO all information concerning the Company and the Financing that CF&CO reasonably deems appropriate and that is in the possession of the Company and will use its reasonable best efforts to provide CF&CO with reasonable access to the Company’s officers, directors, employees, affiliates, appraisers, independent accountants, legal counsel and other agents, consultants and advisors (collectively, its “Representatives”) in connection with the Financing.

F.The Company agrees that during the term of CF&CO’s engagement hereunder the Company shall notify CF&CO promptly if (i) any material adverse change, or any development that may lead to a material adverse change, occurs in the business, properties, operations, financial condition or prospects of the Company, (ii) at any time, the information included in the Registration Statement, Prospectus or any other information used in connection with the Rights Offering includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any information furnished by the Company to CF&CO is or becomes inaccurate, incomplete or misleading in any material respect.

G.If any event shall occur or condition shall exist as a result of which it is necessary or advisable, in the opinion of the Company or CF&CO, after consultation with legal counsel, to amend or supplement the Registration Statement, Prospectus, any other marketing materials or any other information of the Company in order that such Registration Statement, Prospectus, marketing materials or other information will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, the Company shall promptly notify CF&CO and prepare and furnish to CF&CO such number of copies as CF&CO may reasonably request of such amendment or supplement to the Registration Statement, Prospectus, marketing materials or other information (in form and substance reasonably satisfactory to CF&CO).

H.The Company will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each amendment thereto, (ii) the preparation, printing and delivery of the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing, (iii) the preparation, issuance and delivery of certificates for any Securities to the purchasers of such securities and CF&CO, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of such Securities, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Rights Offering under applicable state securities laws, including filing fees and the reasonable fees and disbursements of counsel for CF&CO in connection therewith and in connection with the preparation of a “Blue Sky Survey” and any supplement thereto, (vi) the fees and expenses of any depositary, transfer agent, information agent or registrar for any

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Securities and (v) the fees and expenses incurred in connection with the registration of any Securities offered with the commercial register in Austria, statutory publications in connection with the Rights Offering in Austria and opening of any securities and cash accounts and any related charges in connection therewith.  The parties agree that, except as otherwise provided herein or therein, CF&CO will pay or cause to be paid all fees and disbursements of CF&CO’s counsel incident to the performance of its obligations under, and in connection with the transaction described in, this Agreement.

I.The Company recognizes and confirms that, in providing our services pursuant to this Agreement, CF&CO will rely upon and assume the accuracy and completeness of all financial and other information furnished by or on behalf of the Company and its Representatives, or available from public sources, and CF&CO does not assume responsibility for the accuracy or completeness of any such information, the Registration Statement, Prospectus or any other information regarding the Company, any prospective financing source or the Financing.  It is understood and agreed that (i) CF&CO will have no obligation to verify such information or to conduct any independent evaluation or appraisal of the assets or liabilities of the Company, any investor or any other party and (ii) CF&CO will assume that any financial projections or forecasts that may be furnished by or on behalf of the Company or its Representatives have been reasonably prepared and reflect the best then currently available estimates and judgments of the Company.

Section 2. Conditions to CF&CO’s Obligations.

The Company agrees that it shall cause the following to be provided to CF&CO at or prior to the commencement of the Rights Offering, in each case, in form and substance reasonably satisfactory to CF&CO.

A.Opinion and negative assurance letter of Wilmer Cutler Pickering Hale and Dorr LLP, United States counsel for the Company.

B.Opinion of Freshfields Bruckhaus Deringer LLP, Austrian counsel for the Company.

C.Opinions of Wilmer Cutler Pickering Hale and Dorr LLP as special counsel for the Company with respect to intellectual property matters and Schwarz & Partner, special counsel for the Company with respect to intellectual property matters.

D.Letter of PricewaterhouseCoopers Österreich GmbH Wirtschaftsprüfungsgesellschaft containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus.

E.Opinion and negative assurance letter of Covington & Burling LLP, United States counsel for CF&CO and of Schönherr Rechtsanwälte GmbH, Austrian counsel for CF&CO.

In addition to the foregoing, the Company shall provide CF&CO with such additional documents and certificates as CF&CO shall reasonably request prior to the launch of the Rights Offering.

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Section 3. The Placement.

In connection with the Placement, the Company will enter into a definitive agreement (“Definitive Agreement”) with CF&CO in form and substance reasonably satisfactory to CF&CO and the Company, which will contain customary representations and warranties, covenants, and conditions to closing, including, but not limited to, providing customary legal opinions and comfort letters to CF&CO in form and substance as reasonably requested by CF&CO, and such additional certificates, opinions or other documents as CF&CO or its counsel may reasonably request. Such Definitive Agreement shall be based upon a form customarily used by CF&CO in connection with transactions similar to the Placement and shall supersede any conflicting terms in this Agreement.

In connection with CF&CO’s activities on the Company’s behalf, the Company agrees to take such actions (including marketing assistance) as may be reasonably requested by CF&CO to effect the Placement.

In order to coordinate efforts to effect the Placement, during the period of the engagement of CF&CO hereunder,

A.The Company will keep CF&CO advised of any discussions it initiates or has and of any inquiries it receives in connection with any Placement.

B.In connection with CF&CO’s activities on the Company’s behalf in connection with the Placement, the Company authorizes the use of the Registration Statement, Prospectus and any management presentation provided to CF&CO by the Company.

This Agreement does not constitute an expressed or implied commitment or undertaking on the part of CF&CO to underwrite, place or purchase any securities of the Company and does not ensure the successful arrangement or completion of the Placement or any portion thereof.  Notwithstanding any oral representations or assurances previously or subsequently made by the parties, in addition to the other matters set forth herein, CF&CO’s willingness to assist in respect of the Placement is subject to, among other things, (i) the satisfaction of the conditions to closing set forth in the Definitive Agreement and the absence of any events set forth therein which would permit the termination thereof, each as determined by CF&CO, and (ii) the receipt of such legal opinions of Company counsel and other instruments and agreements as may be deemed appropriate by CF&CO.  Nothing in this Agreement shall be deemed to obligate the Company to undertake any action that would result in the receipt by CF&CO of a fee under this Agreement.

Section 4. Indemnification.

The Company agrees to indemnify and hold harmless CF&CO, to the fullest extent permitted by law, from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, and other liabilities (collectively, “Liabilities”), and will fully reimburse CF&CO for any and all reasonable fees, costs, expenses and disbursements (collectively, “Expenses”), as and when incurred, of investigating, preparing or defending any claim, action, suit, proceeding or investigation, whether or not in connection with pending or threatened litigation or arbitration, and whether or not CF&CO is a party (collectively, “Actions”)

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(including any and all legal and other Expenses in giving testimony or furnishing documents in response to a subpoena or otherwise), arising out of or in connection with advice or services rendered or to be rendered by CF&CO pursuant to this Agreement, the transactions contemplated thereby or CF&CO’s actions or inactions in connection with any such advice, services or transactions; provided, however, such indemnity agreement shall not apply to any portion of any such Liability or Expense that is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily from the gross negligence or willful misconduct of CF&CO.

These indemnification provisions shall be in addition to any liability which the Company may otherwise have and shall extend to the following: Cantor Fitzgerald, L.P., Cantor Fitzgerald & Co., and their respective affiliated entities, directors, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws).  All references to CF&CO in this Section 4 shall be understood to include any and all of the foregoing.

If any Action is commenced as to which CF&CO proposes to demand indemnification hereunder, it shall notify the Company with reasonable promptness; provided, however, that any failure by CF&CO to notify the Company shall not relieve the Company from its obligations hereunder except to the extent that CF&CO’s failure to notify the Company causes the Company to forfeit any material rights or defenses by reason of such failure.  The Company will have the right, at its option, to assume the defense of any Action in respect of which indemnity may be sought hereunder, including the employment of counsel reasonably satisfactory to the CF&CO and the payment of the fees and expenses of such counsel, in which event, except as provided below, the Company shall not be liable for the fees and expenses of any other counsel retained by CF&CO in connection with such Action.  In any such Action the defense of which the Company shall have so assumed, CF&CO shall have the right to participate in such Action and to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of CF&CO unless (1) the employment of counsel by CF&CO has been authorized in writing by the Company, (2) CF&CO has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the Company, (3) a conflict or potential conflict exists (based on advice of counsel to CF&CO) between CF&CO and the Company (in which case the Company will not have the right to assume the defense of such Action on behalf of CF&CO) or (4) the Company has not in fact employed counsel to assume the defense of such Action within a reasonable time after receiving notice of the commencement of the action.  Any such counsel retained by CF&CO shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company.  The Company shall be liable for any settlement of any claim against CF&CO made with the Company’s written consent.  The Company shall not, without the prior written consent of CF&CO, which consent shall not be unreasonably withheld, settle or compromise any claim, or permit a default or consent to the entry of any judgment, in any Action in respect of which indemnification may be sought hereunder unless such settlement or compromise includes an unconditional release of CF&CO from all liability arising out of such Action and does not impose any monetary or financial obligation on CF&CO or contain any admission of culpability or liability on the part of CF&CO.

In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these Indemnification Provisions is made but it is found in a final judgment by a

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court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company, on the one hand, and CF&CO, on the other hand, shall contribute to the Liabilities and Expenses to which the indemnified persons may be subject in accordance with the relative benefits received by the Company, on the one hand, and CF&CO, on the other hand, and also the relative fault of the Company, on the one hand, and CF&CO, on the other hand, in connection with the statements, acts or omissions which resulted in such Liabilities and Expenses.  The Company agrees for purposes of this paragraph that the relative benefits to the Company and CF&CO of any contemplated Financing (whether or not consummated) shall be deemed to be in the same proportion as the total value paid or issued or contemplated to be paid or issued to or by the Company or its security holders in connection with such Financing bears to the fees paid or payable to CF&CO under this Agreement.  Notwithstanding the foregoing, CF&CO shall not be obligated to contribute any amount pursuant to this paragraph that exceeds the amount of fees previously received by CF&CO pursuant to this Agreement.

Section 5. Miscellaneous.

All advice (written or oral) given by CF&CO in connection with CF&CO’s engagement are intended solely for the benefit and use of the Company, and no such advice shall be used for any other purpose or be reproduced, disseminated, quoted from or referred to at any time, in any manner or for any purpose, nor shall any public references to CF&CO be made by the Company without the prior written consent of CF&CO.

CF&CO and its affiliates constitute a full service securities firm, engaging in a wide range of activities for their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, merchant banking, equity and fixed income sales, trading and research, derivatives, foreign exchange, futures, asset management, custody, clearance and securities lending.  In the course of its business, CF&CO and its affiliates may, directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to debt or equity securities and/or bank debt of, and/or derivative products relating to, the Company, any prospective investor and other participants in the Financing.  In addition, at any given time CF&CO and/or any of its affiliates may have been and/or be engaged by one or more entities that may be competitors with, or otherwise adverse to, the Company in matters unrelated to the Financing.

Consistent with applicable legal and regulatory requirements, CF&CO has adopted policies and procedures to establish and maintain the independence of CF&CO’s research departments and personnel.  As a result, CF&CO’s research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to the Company, prospective investors, the Financing and other participants in the Financing that differ from the views of CF&CO’s investment banking personnel.

Notwithstanding any agreement or representation, written or oral, by either the Company or CF&CO in connection with the Financing, the Company and its Representatives shall have no obligation to CF&CO to maintain the confidentiality of the tax treatment and tax structure of the Financing, or any materials of any kind (including opinions or other analyses) that are provided

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to the Company relating to such tax treatment and tax structure. As required by U.S. Treasury Regulations, we hereby inform you that (i) any discussion of federal tax issues contained or referred to in any materials prepared by CF&CO in connection with our engagement hereunder is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code and (ii) such discussion is written to support the promotion or marketing of the matters addressed therein.  CF&CO does not provide tax, legal or accounting advice.  The Company will consult its own tax, legal and accounting advisors in connection with any Financing.

Each of the Company and CF&CO irrevocably (i) submits to the jurisdiction of any court of the State of New York located in the Borough of Manhattan or the United States District Court for the Southern District of New York for the purpose of any suit, action, or other proceeding arising out of this Agreement, or any of the agreements or transactions contemplated hereby (each, a “Proceeding”), (ii) agrees that all claims in respect of any Proceeding may be heard and determined in any such court, (iii) waives, to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process therein, (iv) agrees not to commence any Proceeding other than in such courts and (v) waives, to the fullest extent permitted by law, any claim that such Proceeding is brought in an inconvenient forum.

It is understood and agreed that CF&CO will act under this Agreement as an independent contractor with obligations solely to the Company, is being retained hereunder solely to assist the Company in its efforts in connection with the Financing and is not being retained hereunder to advise the Company as to the underlying business decision to consummate any Financing or to utilize the proceeds from the Financing or with respect to any related financing, derivative or other transaction.  Nothing in this Agreement or the nature of our services shall be deemed to create a fiduciary or agency relationship between CF&CO and the Company or its security holders, employees or creditors, in connection with the Financing or otherwise.  Other than as set forth in the Indemnification Provisions attached hereto, nothing in this Agreement is intended to confer upon any other person (including security holders, employees or creditors of the Company) any rights or remedies hereunder or related hereto.  The Company agrees that CF&CO shall not have any liability (including without limitation, liability for any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements) in contract, tort or otherwise to the Company, or to any person claiming through the Company, in connection with the engagement of CF&CO pursuant to this Agreement and the matters contemplated hereby, except where such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily from the gross negligence or willful misconduct of CF&CO.  The Company further agrees that CF&CO shall have no responsibility for any act or omission by any of the Company’s other Representatives.

CF&CO reserves the right to employ the services of its affiliates in providing services contemplated by this Agreement and to allocate, in whole or in part, to its affiliates certain fees payable to CF&CO in such manner as CF&CO and its affiliates may agree, in CF&CO’s sole discretion.

In the event that CF&CO institutes legal proceedings to enforce any provisions of this Agreement, including, without limitation, the collection of any fees, the Company shall reimburse CF&CO for all reasonable costs and expenses, including reasonable attorneys’ fees,

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incurred in connection therewith; provided that CF&CO shall promptly repay to the Company any reimbursed amounts found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily from the gross negligence or willful misconduct of CF&CO.  In all other circumstances each party shall bear its own counsel fees.

This Agreement embodies the entire agreement and understanding of the Company and CF&CO with respect to the subject matter hereof.  The provisions of this Agreement may not be modified, amended or supplemented except in writing executed by the Company and CF&CO.  Neither party has the right to assign its obligations or rights or privileges pursuant to this Agreement to any other person without the written consent of the other party; provided, however, it may be assigned by CF&CO to any successor in interest that is a registered broker-dealer. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective permitted successors and assigns.

EACH OF CF&CO AND THE COMPANY (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING, WITHOUT LIMITATION, ANY FINANCING OR THE USE OF PROCEEDS).

This Agreement and all controversies arising hereunder or relating hereto will be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflicts of laws principles thereof.

For the convenience of the parties hereto, any number of counterparts of this Agreement may be executed by the parties hereto, each of which shall be an original instrument and all of which taken together shall constitute one and the same Agreement.  Delivery of a signed counterpart of this Agreement by e-mail or facsimile transmission shall constitute valid and sufficient delivery thereof.

[Signature Page Follows]

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among CF&CO and the Company in accordance with its terms.

NABRIVA THERAPEUTICS AG
By:	/s/ Colin Broom
	Name: Colin Broom
	Title: Chief Executive Officer

ACCEPTED AND AGREED TO:
CANTOR FITZGERALD & CO.
By:	/s/ Sage Kelly
	Name: Sage Kelly
	Title: Head of Investment Banking

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EX-99.2

Exhibit 99.2

ADS RIGHTS AGENT AGREEMENT

November 29, 2016

The Bank of New York Mellon

Depositary Receipts

101 Barclay Street, 22nd Floor West

New York, New York 10286

Ladies and Gentlemen:

Nabriva Theraputics AG, a company incorporated under the laws of the Republic of Austria (the “Company”), will grant to existing registered holders (the “ADS Holders”) of American Depositary Shares (“ADSs”) issued under the Deposit Agreement dated as of September 17, 2015 (the “Deposit Agreement”) among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and all owners and holders from time to time of ADSs issued thereunder that are registered on the books of the Depositary as of close of business in New York City on November 29, 2016 (the “Record Date”) the right (the “ADS Rights Offer”) to purchase new ADSs at a subscription price equal to the U.S. dollar equivalent of €4.014 per new ADS.  Each ADS Holder will receive 0.276 ADSs rights (each, an “ADS Right”) for every ADSs held on the Record Date, and each ADS Right will entitle the registered holder (an “ADS Rights Holder”) to purchase one new ADS in the ADS Rights Offer.  Each ADS represents one-tenth of one Common Share (each, an “Common Share”) of the Company.  However, no fractional ADS Rights will be distributed.  All ADS Rights entitlements will be reduced to the next whole number of ADS Rights.

ADS Holders wishing to exercise ADS Rights must deposit $4.68 (the “Deposit Amount”) for each new ADS subscribed for or sought.  The Deposit Amount is equal to the estimated ADS subscription price of $4.25 per new ADSs, based on the U.S. dollar to Euro exchange rate on November 28, 2016, plus ten percent of that amount to cover exchange rate fluctuation, currency conversion expense, the Depositary’s fee of $0.05 per ADS for issuance of the new ADSs.

The subscription period for the ADS Rights Offer (the “Subscription Period”) shall commence at the open of business in New York City on November 30, 2016 and is scheduled to end at the close of business in New York on December 12, 2016 or a later date and time to which the Company has extended the ADS Rights Offer with notice to the Agent (the “Expiration Time”).  The ADS Rights Offer will be made to each ADS Rights Holder by means of the prospectus dated November 9, 2016, as supplemented by a prospectus supplement dated November 29, 2016 (as so supplemented, the “Prospectus”). and a subscription form in the form of Annex A to this Agreement (an “ADS Subscription Form”).  The ADS Subscription Forms are to be used by the ADS Rights Holders to subscribe for new ADSs in the ADS Rights Offer.

The ADS Rights will be not be listed on any exchange and will not be transferable by their holders.  ADS Rights Holders will not be entitled to surrender ADS Rights for the purpose of withdrawing the underlying rights to purchase Common Shares, nor will participants in the

Company’s offer of rights to purchase Common Shares (the “Common Share Rights Offering”) be entitled to deposit their rights in the Common Share Rights Offering for issuance of ADS Rights.

1.             The Company hereby appoints The Bank of New York Mellon as ADS rights agent (the “Agent”), and the Agent hereby accepts that appointment, on the terms and subject to the conditions set forth in this letter agreement (this “Agreement”).

2.             The Company shall request the Depositary to furnish to the Agent a list (the “ADS Record Holders List”) of the ADS Holders and their holdings of ADSs as of the Record Date.

3.             (a)           On or about November 22, 2016, the Company sent to each registered holder of ADSs and each participant (a “Participant”) in The Depository Trust Company (“DTC”) having ADSs credited to its DTC account, in each case as the close of business on November 14, 2016, a copy of a letter notifying them of the ADS Rights Offering (a “Preliminary Notice”).

(b)           On or about November 30, 2016, the Company will send or otherwise make available (i) to each registered holder of ADSs as of the ADS Record Date an instruction booklet relating to the ADS Rights Offer (an “Instruction Booklet”) and a copy of the ADS Subscription Form and (ii) to each Participant having ADSs credited to its DTC account as of the Record Date, a letter in form of Annex B to this Agreement (a “Broker Letter”) and a form of letter to the Participants’ clients in the form of Annex C to this Agreement (a “Client Letter”).

(c)           The Company made copies of the Prospectus and the ADS Subscription Form available at the places specified in the Preliminary Notice and the Instruction Booklet.

4.             As soon as practical after the Record Date, the Agent shall register to each registered holder of ADSs (including DTC) the number of ADS Rights to which it is entitled.  The ADS rights shall be uncertificated.  The Agent shall make arrangements with DTC for exercises of ADS Rights through DTC’s automated system.

5.             [Reserved.]

6.             [Reserved.]

7.             [Reserved.]

8.             (a)                The Agent is hereby authorized and directed to receive subscriptions for new ADSs on behalf of the Company until the Expiration Time.  Any funds that the Agent receives during the Subscription Period from ADS Rights Holders in respect of payments for new ADSs shall be deposited in an account at The Bank of New York Mellon for the benefit of the Company (the “Deposit Account”).  Such funds shall remain in the Deposit Account until they are disbursed in accordance with Section 10 or 13.  The Agent will not be obligated to calculate or pay interest to any holder or any other party.

(b)                ADS Rights are validly exercised if the Agent receives prior to the Expiration Time:

(i)  (A)  A properly completed and signed ADS Subscription Form with respect to those ADS Rights  or (B) notice of a proper exercise of those ADS Rights through DTC’s automated system; and

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(ii)  Payment of the Deposit Amount for the new ADSs to which those ADS Rights relate by (A) a certified or official bank check payable to “The Bank of New York Mellon,” (B) wire transfer to Bank of America, 100 West 33rd Street, New York, NY 10001, DDA 4426655284, ABA 026009593, Name: COMPUTERSHARE INC AAF RIGHTS OFFERING K Swiftcode BOFAUS3N, Reference: NARB RO or (C) payment through DTC’s automated system.

(c)           The Agent will examine the ADS Subscription Forms and any other documents delivered or mailed to the Agent by or for ADS Rights Holders to ascertain whether they appear to it to have been properly completed and executed.  In the event the Agent determines that any ADS Subscription Form does not appear to have been properly completed or executed, or where the ADS Subscription Form does not appear to be in proper form for subscription, or any other irregularity in connection with the subscription appears to exist, it will follow, where possible, its regular procedures to attempt to cause such irregularity to be corrected.  The Agent is not authorized to waive any irregularity in connection with the subscription, unless specifically so instructed by the Company.  If any such irregularity is neither corrected nor waived by the Company in writing, the Agent will return to the subscribing holder as promptly as practicable (at the Agent’s option by either first class mail under a blanket surety bond or insurance protecting the Agent and the Company from losses or liabilities arising out of the non-receipt or nondelivery of ADS Subscription Forms or by registered mail insured separately for the value of such ADS Rights) to such holder’s address as set forth in the subscription any ADS Subscription Forms surrendered in connection therewith and any other documents and funds received with such ADS Rights.

(d)           The Agent will follow its regular procedures to attempt to reconcile any discrepancies between the number of ADS Rights that any ADS Subscription Form may indicate are held by an ADS Rights Holder and the number that the Record ADS Holders List indicates were issuable to such ADS Rights Holder.  In any instance where the Agent cannot reconcile such discrepancies by following such procedures, it will consult with the Company for written instructions as to the number of new ADSs, if any, that the relevant ADS Rights Holder is authorized to purchase.  In the absence of such instructions, the Agent is authorized not to deliver any new ADSs to such ADS Rights Holder.

(e)           The Agent shall accept subscriptions, without further authorization or direction from the Company, without procuring supporting legal papers or other proof of authority to sign (including without limitation proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives or any other person:

(i)  if the ADS Rights are registered in the name of a fiduciary and the ADS Subscription Form is executed by and new ADSs are to be issued in the name of such fiduciary;

(ii)  if the ADS Rights are registered in the name of joint tenants and the ADS Subscription Form is executed by one of the joint tenants, provided the new ADSs are to be  issued in the names of, and are to be delivered to, such joint tenants;

(iii)  if the ADS Rights are registered in the name of a corporation and the ADS Subscription Form is executed by a person in a manner which appears or purports to be done in the capacity of an officer, or agent thereof, provided the new ADSs are to be issued in the name of such corporation; or

(iv)  if the ADS Rights are registered in the name of an individual and the ADS Subscription Form is executed by a person purporting to act as such individual’s executor,

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administrator or personal representative, provided that the new ADSs are to be registered in the name of the subscriber as executor or administrator of the estate of the deceased registered holder and the Agent is not aware of any evidence indicating the subscriber is not the duly authorized representative that he purports to be.

(f)            The Agent shall refer to the Company for specific instructions as to acceptance or rejection, subscriptions received after the Expiration Time, subscriptions not authorized to be accepted under this Section 8 and subscriptions otherwise failing to comply with the requirements of the Prospectus and the terms and conditions of the ADS Rights.

(g)           Because the Depositary will not be able to subscribe for any fraction of a Common Share and each ADS represents one-tenth of one Common Share, the Company will instruct the Agent to reduce the number of new ADSs for which one or more ADS holders are permitted to subscribe pursuant to ADS Rights to the extent necessary so that the Depositary will not subscribe, in the aggregate, for any fraction of a Common Share.

9.             (a)           The Agent shall advise the Company daily by e-mail to the attention of Gary Sender (email: gary.sender@nabriva.com) (the “Company Representative”), with copies to Pete Wolf (email: pete.wolf@nabriva.com), as to the total number of new ADSs subscribed for pursuant to ADS Rights and the total amount of funds received, with cumulative totals for each.

(b)           As promptly as practicable, but in any event on or before 5:00 p.m., New York City time, on the first business day following the Expiration Time, the Agent shall advise the Company Representative by email of the number of new ADSs subscribed for pursuant to ADS Rights.

10.          (a)           Subject to the limitations in subsections (c) and (d) below, as promptly as practicable after the Expiration Time and prior to the expiration of the subscription period in connection with the Common Share Rights Offering, the Agent shall (i) convert or cause to be converted, by sale or in any other manner that it may determine, that portion of the aggregate Deposit Amounts required to purchase the amount in Euro required to purchase the number of new Common Shares to be represented by the number of new ADSs determined under Section 9(b) above and to pay any applicable taxes and pay the proceeds of that conversion to the Company, (ii) instruct the Depositary to (A) exercise with the Company or its subscription agent the Common Share Rights to purchase the number of new Common Shares to be represented by that number of new ADSs and (B) upon receipt by the Depositary’s Austrian custodian under the Deposit Agreement (the “Custodian”) of the Common Shares delivered upon exercise of those Common Share Rights, deliver the ADSs issuable in respect of those Common Shares to the Agent and (iii) pay, from the deposited funds, the Depositary’s fee of $0.05 for each newly issued ADS.  The Agent shall deliver those newly issued ADSs to the ADS Rights Holders entitled to them as promptly as practicable.

(b)           In connection with the subscriptions for new Common Shares under subsection (a) above, if the Deposit Amount exceeded the cost of the purchased Euro plus currency conversion expense, the Depositary’s issuance fee and any applicable taxes or expenses of that subscription, the Agent shall refund the excess to the Rights Holders entitled to those funds without interest.

(c)           If an ADS Rights Holder’s Deposit Amount is insufficient to pay the final ADS subscription price plus currency conversion expense, ADS issuance fees and any applicable taxes or expenses of that subscription, the Agent shall advance the deficiency on behalf of such ADS Rights Holder to the extent the deficiency does not exceed 20% of such ADS Rights Holder’s payment.  The Agent shall contact each subscribing ADS Rights Holder and provide

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them with a deficiency notice. The Agent shall not be required to deliver new ADSs to any ADS Rights Holder until it has received from such ADS Rights Holder payment of any deficiency advanced by the Agent.  If the ADS Rights Holder does not pay the amount of the deficiency financed by the Agent within 14 days from the date the Agent provided the subscribing ADS Rights Holder with the deficiency notice, the Agent may sell enough of the ADS Rights Holder’s new ADSs to cover the amount of the deficiency.  In that event, the Agent shall deliver to the ADS Rights Holder the remaining new ADSs and a check in the amount of any excess proceeds, net of ADS issuance fees of US$0.05 per new ADS, currency conversion expense, taxes, expenses of the subscription and the commissions on the sale.

(d)           If, and to the extent that, the amount of any deficiency exceeds 20% of the amount of an ADS Rights Holder’s Deposit Amount, the Agent (i) shall not be required to advance the amount of that deficiency and (ii) may reduce the amount of that ADS Rights Holder’s subscription for new ADSs pro rata, unless that ADS Rights Holder delivers to the Agent sufficient funds to cover the deficiency prior to the relevant deadlines for subscription in the Common Share Rights Offering.

(e)           The Agent may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earn revenue, including, without limitation, transaction spreads, that it will retain for its own account.  The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made in connection with the ADS Rights Offer and the rate that the Agent or its affiliate receives when buying or selling foreign currency for its own account.  The Agent makes no representation that the exchange rate used or obtained in any currency conversion made in connection with the ADS Rights Offer will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS Rights Holders, except that the Agent agrees to act without gross negligence or willful misconduct.

11.          As soon as practicable following the expiration of the Common Share Rights Offering and the appearance of the Common Shares subscribed for in the Austrian Commercial Register, the Company shall deposit the Common Shares purchased by the Depositary pursuant to exercise of Common Share Rights  with the Custodian.

12.          [Reserved.]

13.          If for any reason the Company instructs the Agent in writing that the ADS Rights Offering will not proceed, the Agent shall refund the Deposit Amount paid in U.S. dollars, without interest and net of any currency conversion or other expenses which were incurred and not refunded to the Agent, to the subscribing ADS Rights Holders entitled thereto.

14.          The Depositary will register new ADSs purchased in the ADS Rights Offer in the name of the Agent on an uncertificated basis.  Except in the case of subscriptions received from DTC participants or as otherwise provided in this Agreement, the Agent will instruct the Depositary to re-register those new ADSs in the names of the ADS Rights Holders entitled to them and to mail confirmations of those registrations to those ADS Rights Holders. Except as otherwise provided in this Agreement, the Agent will instruct the Depositary to re-register new ADSs subscribed through participants in DTC on a certificated basis in the name of DTC’s nominee and to deliver those ADSs to DTC through DTC’s automated book-entry system.

15.          The Agent shall date and time stamp each document received by it relating to its duties hereunder when received.

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16.          The Company shall take any and all action, including without limitation obtaining the authorization, consent, lack of objection, registration or approval of any governmental authority, or the taking of any other action under the laws of the United States or any other applicable jurisdiction, to insure that all new Common Shares and new ADSs issuable upon the exercise of the ADS Rights at the time of delivery of those securities (subject to payment of the subscription price) will be duly and validly issued and fully paid and nonassessable Common Shares or ADSs, free from all preemptive rights and taxes, liens, charges and security interests created by or imposed by the Company with respect thereto.

17.          The Company shall from time to time take all action necessary or appropriate to obtain and keep effective all registrations, permits, consents and approvals of the Securities and Exchange Commission and any other governmental agency or authority and make such filings under federal and state laws which may be necessary or appropriate in connection with the issuance and delivery of ADS Rights or new Common Shares or new ADSs issued upon exercise of the ADS Rights.

18.          [Reserved.]

19.          (a)                The Agent shall prepare and file with the Internal Revenue Service Forms 1099-B in respect of cash payments made to ADS Rights Holders in accordance with U.S. Treasury Regulations.

(b)                With respect to each ADS Rights Holder that has neither provided a tax identification number on an appropriate Form W-8 nor certified on Form W-9 that it is not subject to backup withholding, the Agent shall deduct and withhold the appropriate backup withholding tax from any payment made to that holder pursuant to the Internal Revenue Code. Such funds will be turned over to the Internal Revenue Service in accordance with applicable regulations.

(c)           Should any issue arise regarding federal income tax reporting or withholding, the Agent will take such reasonable action as the Company requests in writing.

20.          Any instructions given to the Agent orally, as permitted by any provision of this Agreement, shall be confirmed in writing by the Company as soon as practicable.  The Agent shall not be liable or responsible and shall be fully authorized and protected for acting in good faith, or in good faith failing to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with this Section 20.

21.          (a)           Whether or not any ADS Rights are exercised, the Company shall pay the Agent $25,000 as compensation for the Agent’s services as Agent hereunder and shall reimburse the Agent for its documented out-of-pocket expenses, including, without limitation, the charges of Computershare in the amount of $10,000 plus $12.00 per subscription, $3,000 for each extension of the ADS Rights Offer and $100 for each wire payment of Deposit Amount, and the fees and disbursements of the Agent’s legal counsel.  While the Agent endeavors to maintain out-of-pocket charges (both internal and external) at competitive rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing and use of the Agent’s billing systems.

(b)           All amounts owed to Agent under this Agreement are due within 30 days of the invoice date.  Delinquent payments are subject to a late payment charge of one and one-half percent (1.5%) per month commencing 45 days from the invoice date.  The Company agrees to reimburse the Agent for any attorney’s fees and any other costs associated with collecting delinquent payments.

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(c)           No provision of this Agreement shall require Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under this Agreement or in the exercise of its rights.

22.          As Agent for the Company hereunder, the Agent:

(a)           shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing by the Agent and the Company;

(b)           shall have no obligation to deliver any new ADSs unless and until delivered to the Agent by the Depositary;

(c)           shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness of any ADS Rights surrendered to the Agent hereunder or new Common Shares or new ADSs issued upon exercise of ADS Rights, and will not be required to or be responsible for and will make no representations as to, the validity, sufficiency, value or genuineness of the ADS Rights Offer;

(d)           shall not be obligated to take any legal action hereunder; if, however, the Agent determines to take any legal action hereunder, and where the taking of such action reasonably may, in its judgment, subject or expose it to any expense or liability it shall not be required to act unless it has been furnished with an indemnity satisfactory to it;

(e)           may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, facsimile transmission or other document or security delivered to the Agent and in good faith believed by it to be genuine and to have been signed by the proper party or parties;

(f)            shall not be liable or responsible for any recital or statement contained in the Prospectus or any other documents relating thereto;

(g)           shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating to the ADS Rights Offer, including without limitation obligations under applicable securities laws;

(h)           may rely on and shall be fully authorized and protected in acting in good faith or in good faith failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties as Agent covered by this Agreement (or supplementing or qualifying any such actions) of officers of the Company, and is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Agent’s duties hereunder, and the Agent shall not be liable for any delay in acting in good faith while waiting for those instructions; any applications by the Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action proposed to be taken or omitted by the Agent under this Agreement and the date on or after which such action shall be taken or such omission shall be effective; the Agent shall not be liable for any action taken by, or omission of, the Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than two business days after the date such application is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action, the Agent shall have received written instructions in response to such application specifying the action to be taken or omitted;

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(i)            may consult with counsel satisfactory to the Agent, including its in-house counsel, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice of such counsel;

(j)            may perform any of its duties hereunder either directly or by or through nominees, correspondents, designees, subagents or subcustodians, and it shall not be liable or responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, subagent or subcustodian appointed with reasonable care by it in connection with this Agreement;

(k)           is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and

(l)            shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereof; and Agent may consult with foreign counsel, at the Company’s expense, to resolve any foreign law issues that may arise as a result of the Company or any other party being subject to the laws or regulations of any foreign jurisdiction.

23.          (a)                In the absence of gross negligence or willful misconduct on its part, Agent shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement.  Anything in this Agreement to the contrary notwithstanding, in no event shall Agent be liable for special, indirect, incidental, consequential or punitive losses or damages of any kind whatsoever (including but not limited to lost profits), even if Agent has been advised of the possibility of such losses or damages and regardless of the form of action.  Any liability of Agent will be limited in the aggregate to the amount of fees paid by the Company hereunder.  Agent shall not be liable for any failures, delays or losses, arising directly or indirectly out of conditions beyond its reasonable control including, but not limited to, acts of government, exchange or market ruling, suspension of trading, work stoppages or labor disputes, fires, civil disobedience, riots, rebellions, storms, electrical or mechanical failure, computer hardware or software failure, communications facilities failures including telephone failure, war, terrorism, insurrection, earthquakes, floods, acts of God or similar occurrences.

(b)           In the event any question or dispute arises with respect to the proper interpretation of the ADS Rights Offer or the Agent’s duties under this Agreement or the rights of the Company or of any ADS Holders or ADS Rights Holders surrendering ADS Rights pursuant to the ADS Rights Offer, the Agent shall not be required to act and shall not be held liable or responsible for its refusal to act until the question or dispute has been judicially settled (and, if appropriate, it may file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all persons interested in the matter which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to Agent and executed by the Company and each such holder.  In addition, the Agent may require for such purpose, but shall not be obligated to require, the execution of such written settlement by all the ADS Holders, ADS Rights Holders and all other persons that may have an interest in the settlement.

24.          The Company covenants to indemnify the Agent and hold it harmless from and against any loss, liability, claim or expense (“Loss”) arising out of or in connection with the Agent’s duties under this Agreement, including the costs and expenses of defending itself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction to be a result of the Agent’s gross negligence or willful misconduct.

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25.          Unless terminated earlier by the parties hereto, this Agreement shall terminate 90 days after the Expiration Date (the “Termination Date”).  On the business day following the Termination Date, the Agent shall deliver to the Company any ADS Rights Offer funds or property, if any, held by the Agent under this Agreement.  The Agent’s right to be reimbursed for fees, charges and out-of-pocket expenses as provided in Section 21 above and the indemnification provisions of Section 24 above shall survive the termination of this Agreement.

26.          If any provision of this Agreement shall be held illegal, invalid, or unenforceable by any court, this Agreement shall be construed and enforced as if such provision had not been contained herein and shall be deemed an Agreement among the parties to it to the full extent permitted by applicable law.

27.          (a)  The Company represents and warrants that (i) it is duly incorporated, validly existing and in good standing under the laws of its  jurisdiction of incorporation, (ii) the making and consummation of the ADS Rights Offer and the execution, delivery and performance of all transactions contemplated thereby (including this Agreement) have been duly authorized by all necessary corporate action and will not result in a breach of or constitute a default under the articles of association, bylaws or any similar document of the Company or any indenture, agreement or instrument to which it is a party or is bound, (iii) this Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, binding and enforceable obligation of the Company, (iv) the ADS Rights Offer will comply in all material respects with all applicable requirements of law and (v) to the best of its knowledge, there is no litigation pending or threatened as of the date hereof in connection with the ADS Rights Offer.

(b)  The Agent represents and warrants that (i) it is duly incorporated, validly existing and in good standing under the laws of its  jurisdiction of incorporation, (ii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action and will not result in a breach of or constitute a default under the articles of association, bylaws or any similar document of the Company or any indenture, agreement or instrument to which it is a party or is bound, (iii) this Agreement has been duly executed and delivered by it and constitutes the legal, valid, binding and enforceable obligation of the Agent.

(c)  As a condition of the Agent’s obligation to deliver ADSs under Section 10, the Agent and the Depositary shall have received the opinions of Austrian and U.S. counsel for the Company that are in form and substance reasonably satisfactory to them.

28.          In the event that any claim of inconsistency between this Agreement and the terms of the ADS Rights Offer arise, as they may from time to time be amended by the Company in its sole discretion, the terms of the ADS Rights Offer shall control, except with respect to the duties, liabilities and rights, including compensation and indemnification of the Agent, which shall be controlled by the terms of this Agreement.

29.          Set forth in Annex D to this Agreement is a list of the names and specimen signatures of the persons authorized to act for the Company under this Agreement.  The Company shall, from time to time, certify to the Agent the names and signatures of any other persons authorized to act for the Company under this Agreement.

30.          Except as expressly set forth elsewhere in this Agreement, all notices, instructions and communications under this Agreement shall be in writing, shall be effective upon receipt and shall be addressed, if to the Company, to its address set forth beneath its signature to this Agreement, or, if to the Agent, to The Bank of New York Mellon, 101 Barclay Street, 22 West, New York, New York 10286, Attention:  Joanne F. DiGiovanni, with a copy to Computershare,

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480 Washington Boulevard, Jersey City, New Jersey 07310, Attention:  Elizabeth Gallagher, or to such other address of which a party hereto has notified the other party.

31.          (a)           This Agreement shall be governed by and construed in accordance with the laws of the State of New York.  All actions and proceedings brought by the Agent relating to or arising from, directly or indirectly, this Agreement may be litigated in courts located within the State of New York.  The Company hereby submits to the personal jurisdiction of such courts and consents that any service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder.  Each of the parties hereto hereby waives the right to a trial by jury in any action or proceeding arising out of or relating to this Agreement.

(b)           This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto.  This Agreement may not be assigned, or otherwise transferred, in whole or in part, by either party without the prior written consent of the other party, which the other party will not unreasonably withhold, condition or delay; except that (i) consent is not required for an assignment or delegation of duties by Agent to any affiliate of Agent and (ii) any reorganization, merger, consolidation, sale of assets or other form of business combination by Agent shall not be deemed to constitute an assignment of this Agreement.

(c)           No provision of this Agreement may be amended, modified or waived, except in a written document signed by both parties.

(d)           This Agreement is for the exclusive benefit of the parties hereto and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person.

(e)           This Agreement may be signed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

[Signature page follows.]

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Please acknowledge receipt of this letter and confirm your agreement concerning your appointment as Agent, and the arrangements herein provided, by signing and returning the enclosed copy hereof, whereupon this Agreement and your acceptance of the terms and conditions herein provided shall constitute a binding Agreement between us.

Very truly yours,
NABRIVA THERAPEUTICS AG
By:
	Name: Colin Broom
	Title: Chief Executive Officer
Address for notices:
1000 Continental Drive, Suite 600
King of Prussia, PA 19406
USA
Attention: Colin Broom
Telephone: (610) 816-6640
E-mail: office@nabriva.com

Accepted and agreed as of the date

above first written:

THE BANK OF NEW YORK MELLON,

As Agent

By:
	Name:
	Title:

Annex A	ADS Subscription Form
Annex B	Broker Letter
Annex C	Form of Client Letter
Annex D	Authorized Representatives

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ANNEX A

ADS Subscription Form

12

ANNEX B

Broker Letter

13

ANNEX C

Form of Client Letter

14

ANNEX D

Authorized Representatives

NAME	TITLE	SIGNATURE
Colin Broom	Chief Executive Officer
Gary Sender	Chief Financial Officer
Pete Wolf	General Counsel and Corporate Secretary

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EX-99.3

Exhibit 99.3

Rights Offering to Holders of

Nabriva Therapeutics AG

American Depositary Shares

November 29, 2016

To:Our Clients who are Beneficial Owners

of American Depositary Shares representing

common shares of Nabriva Therapeutics AG

Nabriva Therapeutics AG (the “Company”) is offering (the “Rights Offering”) to (i) holders of its common shares, rights to subscribe for new common shares (the “common share rights”), and (ii) holders of American Depositary Shares representing its common shares (the “ADSs”), rights to subscribe for new ADSs (the “ADS rights”).  The Rights Offering is being made pursuant to the Company’s effective shelf registration statement on Form F-3 on file with the U.S. Securities and Exchange Commission (the “SEC”), including the base prospectus, dated November 9, 2016, included therein and a prospectus supplement, dated November 29, 2016, thereto (collectively, the “Prospectus”).  The Prospectus is available by contacting the information agent, Georgeson LLC, at the address below or by visiting the Company’s website for the Rights Offering at http://info.nabriva.com/RightsOffering/Documents.html.  The Prospectus is also available by visiting the EDGAR system of the SEC at its website at www.sec.gov/edgar.shtml.

The Prospectus is being made available to you as the beneficial owner of ADSs held for your account. In addition, please find the attached Subscription Instructions for ADS rights, which must be completed by you in order to direct the exercise of your ADS rights. The Company has made arrangements with The Bank of New York Mellon, as ADS rights agent, to make available the ADS rights to holders of ADSs at 5:00 p.m. (New York City time) on November 29, 2016 (the “ADS record date”) upon the terms set forth in the Prospectus. Your prompt attention is requested, as the ADS subscription period expires at 5:00 p.m. (New York City time) on December 12, 2016 (the “ADS rights expiration date”).

Questions regarding the issuance of the ADS rights and the offer to subscribe for new ADSs should be directed to the information agent, Georgeson LLC, phone number (866) 278-8941 (U.S. toll free) and email: Nabriva@georgeson.com.

ADS RIGHTS NOT EXERCISED PRIOR TO 5:00 P.M. (NEW YORK CITY TIME) ON DECEMBER 12, 2016 WILL BECOME VOID AND WILL HAVE NO FURTHER VALUE.

For a complete description of the terms and conditions of the offering and the procedures for exercise of your ADS rights, please refer to the Prospectus. None of the terms hereof are intended to contradict or supersede the terms of the Prospectus. In the event of any inconsistency between the terms of the Prospectus and the terms hereof, the terms of the Prospectus will govern. Any terms used but not defined herein will have the meaning given to such terms in the Prospectus.

Exercise of ADS Rights

You will receive 0.276 ADS rights for every ADS you hold on the ADS record date. One ADS right will entitle you to subscribe for and purchase one new ADS at the U.S. dollar equivalent of €4.014 per ADS, which is estimated at $4.25 per ADS based on a euro-to-U.S. dollar exchange rate of €1.00 to $1.0588. Fractional ADS rights will not be issued, and ADS right entitlements will be reduced to the next smaller whole number of ADS rights. To validly subscribe for new ADSs, you will need to pay to the ADS rights agent $4.68 for each new ADS you wish to subscribe for, which represents 110% of the estimated ADS subscription price to account for currency conversion expenses, an ADS issuance fee of the depositary of $0.05 per new ADS and potential fluctuations in the exchange rate between the euro and the U.S. dollar. On or about December 13, 2016, the ADS rights agent will determine the actual U.S. dollar ADS subscription price by converting the euro subscription price into U.S. dollars at an exchange rate assigned by it on that date. If the actual U.S. dollar ADS subscription price (plus the ADS issuance fee and the

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currency conversion expense) is less than the estimated ADS subscription payment, the ADS rights agent will refund such excess amount to the subscribing ADS holder without interest. However, if the amount of the estimated ADS subscription payment you paid to the ADS rights agent is, for any reason, including due to currency exchange rate fluctuations, insufficient to pay the subscription price in euro plus currency conversion expenses and ADS issuance fees for all of the ADSs you are subscribing for, the ADS rights agent will require you to pay the deficiency as a condition to receiving your new ADSs, or will instruct the depositary to subscribe on your behalf for only the number of whole ADSs that can be subscribed for with the amount you have paid and the ADS rights agent will refund to you as soon as practicable the excess amount without interest. The exercise of your ADS rights is irrevocable and may not be cancelled or modified.

No Exchange of ADS Rights for Common Share Rights

ADS rights may not be surrendered for delivery of common share rights, and common share rights may not be deposited for delivery of ADS rights.

Unexercised ADS Rights

If ADS rights are not exercised prior to the ADS rights expiration date, such ADS rights will become void and will have no further value. Accordingly, you will not receive any value or proceeds with respect to unexercised rights.

No Sale of ADS rights

The ADS rights are not assignable or transferable.

Offers and Sales in Certain Jurisdictions

Investors should note that the offer, sale, exercise or acceptance of, or the subscription for, any of the securities described in the Prospectus to or by persons located or resident in jurisdictions other than Austria and the United States may be restricted or prohibited by the laws of the relevant jurisdiction. The Company will not knowingly credit ADS rights to any account, or deliver any new ADSs to investors in any jurisdiction in which it would be illegal to do so, or where doing so would trigger any prospectus, registration, filing or approval requirement or otherwise violate the securities laws of such jurisdictions or be prohibited. The Company reserves absolute discretion in determining whether any holder of ADSs located or resident outside Austria and the United States may participate in this offering.

Each person who exercises, accepts, subscribes for or purchases any of the securities described in the Prospectus must do so in accordance with the restrictions set forth in the Prospectus.

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NABRIVA THERAPEUTICS AG

SUBSCRIPTION INSTRUCTIONS FOR ADS RIGHTS

The undersigned beneficial owner (the “Beneficial Owner”) of              ADS rights of Nabriva Therapeutics AG hereby acknowledges receipt of your letter and having been given access to the Prospectus for the distribution of ADS rights and provides to you the following instructions in connection with the offering of new ADSs:

Please exercise ADS rights held for our account as follows (1 ADS right = 1 new ADS):
	X   $4.68 = $
(no. of new ADSs subscribed)
(Fractional ADSs will not be issued)

I hereby confirm that I am a resident of                 and that subscription or sale of the ADS rights by me does not violate any applicable laws.

Name:	Address:
Signature:
Printed names (if signatory is not the Beneficial Owner):	Telephone Number:
Title or Capacity (if signatory is not the Beneficial Owner):	Tax ID or Social Security Number:
Date Executed:

THIS FORM MUST BE RETURNED, ALONG WITH PAYMENT FOR THE TOTAL U.S. DOLLAR AMOUNT DUE ABOVE, TO THE BENEFICIAL OWNER’S BANK OR BROKER AND NOT TO THE BANK OF NEW YORK MELLON WITH SUFFICIENT TIME FOR THE BENEFICIAL OWNER’S BANK OR BROKER TO INSTRUCT THE ADS RIGHTS AGENT TO EXECUTE THE ABOVE TRANSACTIONS PRIOR TO THE ADS RIGHTS EXPIRATION DATE.

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EX-99.4

Exhibit 99.4

Rights Offering to Holders of

Nabriva Therapeutics AG

American Depositary Shares

November 29, 2016

ToSecurities Dealers, Commercial Banks, Trust Companies and

Other Nominees which are holders of American Depositary Shares

representing common shares of Nabriva Therapeutics AG

(CUSIP No. 62957M 104)

On behalf of Nabriva Therapeutics AG (the “Company”), in connection with the offering (the “Rights Offering”) by the Company to (i) holders of its common shares, of rights to subscribe for new common shares (the “common share rights”), and (ii) holders of American Depositary Shares representing its common shares (the “ADSs”), of rights to subscribe for new ADSs (the “ADS rights”), you are being requested to contact clients for whom you hold ADSs to obtain instructions with respect to the exercise of their ADS rights. The Company has made arrangements with The Bank of New York Mellon, as ADS rights agent, to make available the ADS rights to holders of ADSs as of 5:00 p.m. (New York City time) on November 29, 2016 (the “ADS record date”) upon the terms set forth in the Prospectus (as defined below). Your prompt attention is requested, as the ADS subscription period expires at 5:00 p.m. (New York City time) on December 12, 2016 (the “ADS rights expiration date”).

The Rights Offering is being made pursuant to the Company’s effective shelf registration statement on Form F-3 on file with the U.S. Securities and Exchange Commission (the “SEC”), including the base prospectus, dated November 9, 2016, included therein and a prospectus supplement, dated November 29, 2016, thereto (collectively, the “Prospectus”).  Please inform your clients that the Prospectus and a form letter to them with subscription instructions for the Rights Offering is available by contacting the information agent, Georgeson LLC, at the address below or by visiting the Company’s website for the Rights Offering at http://info.nabriva.com/RightsOffering/Documents.html. The Prospectus and form letter are also available by visiting the EDGAR system of the SEC at its website at www.sec.gov/edgar.shtml.

The Company requests that you alert your clients who own ADSs as of the ADS record date to the Rights Offering and inform them where a Prospectus is available. Please note that the Company does not expect to mail copies of the Prospectus to you or your clients.

The CUSIP No. for the Company’s ADSs is 62957M 104, and the ADSs are listed on the NASDAQ Global Market under the symbol “NBRV”. DTC will be credited with the ADS rights on or about November 30, 2016.

ADS RIGHTS NOT EXERCISED PRIOR TO 5:00 P.M. (NEW YORK CITY TIME) ON DECEMBER 12, 2016 WILL BECOME VOID AND WILL HAVE NO FURTHER VALUE. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.

For a complete description of the terms and conditions of the offering and the procedures for exercise of ADS rights, please refer to the Prospectus. None of the terms hereof are intended to contradict or supersede the terms of the Prospectus. In the event of any inconsistency between the terms of the Prospectus and the terms hereof, the terms of the Prospectus will govern. Any terms used but not defined herein will have the meaning given to such terms in the Prospectus.

Questions regarding the issuance of the ADS rights and the offer to subscribe for new ADSs should be directed to the information agent, Georgeson LLC, phone number (866) 278-8941 (U.S. toll free) and email: Nabriva@georgeson.com.

Exercise of ADS Rights

Holders of ADSs will receive 0.276 ADS rights for every ADS he/she held as of the ADS record date. One ADS right will entitle the holder of such ADS right to subscribe for one new ADS at the U.S. dollar equivalent of €4.014 per ADS, which is estimated at $4.25 per ADS based on a euro-to-U.S. dollar exchange rate of €1.00 to $1.0588. Fractional ADS rights will not be issued, and ADS right entitlements will be reduced to the next smaller whole number of ADS rights. To validly subscribe for new ADSs, holders of ADSs will need to pay to the ADS rights agent $4.68 for each new ADS he/she wishes to subscribe for, which represents 110% of the estimated ADS subscription price to account for currency conversion expenses, an ADS issuance fee of the depositary of $0.05 per new ADS and potential fluctuations in the exchange rate between the euro and the U.S. dollar. On or about December 13, 2016, the ADS rights agent will determine the actual U.S. dollar ADS subscription price by converting the euro subscription price into U.S. dollars at an exchange rate assigned by it on that date. If the actual U.S. dollar ADS subscription price (plus the ADS issuance fee and the currency conversion expense) is less than the estimated ADS subscription payment, the ADS rights agent will refund such excess amount to the subscribing ADS holder without interest. However, if the amount of the estimated ADS subscription payment paid by the subscribing ADS holder to the ADS rights agent is, for any reason, including due to currency exchange rate fluctuations, insufficient to pay the subscription price in euro plus currency conversion expenses and ADS issuance fees for all of the ADSs the subscribing ADS holder is subscribing for, the ADS rights agent will require such ADS holder to pay the deficiency as a condition to receiving such ADS holder’s new ADSs, or will instruct the depositary to subscribe on such ADS holder’s behalf for only the number of whole ADSs that can be subscribed for with the amount such ADS holder has paid and the ADS rights agent will refund to such ADS holder as soon as practicable the excess amount without interest. The exercise of ADS rights is irrevocable and may not be cancelled or modified.

No Exchange of ADS Rights for Common Share Rights

ADS rights may not be surrendered for delivery of common share rights, and common share rights may not be deposited for delivery of ADS rights.

Exercise through DTC

ADS rights received through DTC can only be exercised through the applicable function of the DTC system. Payment for new ADSs subscribed must be received by the ADS rights agent via DTC prior to the ADS rights expiration date. Any exercise of ADS rights is irrevocable and may not be cancelled or modified.

Unexercised ADS Rights

If ADS rights are not exercised prior to the ADS rights expiration date, such ADS rights will become void and will have no further value. Accordingly, ADS rights holders will not receive any value or proceeds with respect to unexercised rights.

No Sale of ADS Rights

The ADS rights are not assignable or transferable.

Offers and Sales in Certain Jurisdictions

Investors should note that the offer, sale, exercise or acceptance of, or the subscription for, any of the securities described in the Prospectus to or by persons located or resident in jurisdictions other than Austria and the United States may be restricted or prohibited by the laws of the relevant jurisdiction. The Company will not knowingly credit ADS rights to any account, or sell any new ADSs to investors in any jurisdiction in which it would be illegal to do so, or where doing so would trigger any prospectus, registration, filing or approval requirement or otherwise violate the securities laws of such jurisdictions or be prohibited. The Company reserves absolute discretion in determining whether any holder of ADSs located or resident outside Austria and the United States may participate in this offering.

Each person who exercises, accepts, subscribes for or purchases any of the securities described in the Prospectus must do so in accordance with the restrictions set forth in the Prospectus.

EX-99.5

Exhibit 99.5

NNNNNNNNNNNN . + BNY Mellon Corporate Actions P.O. Box 43031 Providence,RI 02940-3031 NNNNNN Within USA, US territories & Canada 888 BNY ADRS Outside USA, US territories & Canada 201 680 6825 www.mybnymdr.com MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 CN12N345N678N90 NJ NT 12345678901234 Primary Subscription Rights SUBSCRIPTION PERIOD EXPIRES AT 5:00 P.M. (NYT), EASTERN TIME, ON December 12, 2016 (“Expiration Date”) IN ORDER TO EXERCISE YOUR RIGHTS, YOU MUST COMPLETE BOTH SIDES OF THE CARD. As the registered owner of the subscription rights, you are entitled to subscribe for the number of American Depositary Shares ("ADSs") representing common shares of Nabriva Therapeutics AG ("Nabriva AG") pursuant to the Subscription Right and upon the terms and conditions and at the Subscription Price for each ADS specified in the Prospectus Supplement relating thereto. Registered owners of subscription rights, will receive their new ADSs via an uncertificated ADS credit to their existing accounts. Direct Registration Statements for the new ADSs will be delivered as soon as practicable after the Expiration Date. THE SUBSCRIPTION RIGHTS ARE NON-TRANSFERABLE Payment must be in United States dollars, and only checks drawn on a bank located in the continental United States and made payable to The Bank of New York Mellon will be accepted. The registered owner of subscription rights, named above is entitled to the number of ADSs Rights shown below to subscribe for new ADSs representing common shares of Nabriva AG. Holders will receive 0.276 ADS rights for every ADS held as of the record date. One ADS right will allow holders to subscribe to one new ADS. The Subscription Form may not be transferred. Payment of $4.68 per new ADS must accompany the Subscription Form. Exercise Price To validly subscribe for new ADSs, holders of ADSs will need to pay to the ADS rights agent $4.68 for each new ADS he/she wishes to subscribe for, which represents 110% of the estimated ADS subscription price to account for currency conversion expenses, an ADS issuance fee of the depositary of $0.05 per new ADS and potential fluctuations in the exchange rate between the euro and the U.S. dollar. On or about December 13, 2016, the ADS rights agent will determine the actual U.S. dollar ADS subscription price by converting the euro subscription price into U.S. dollars at an exchange rate assigned by it on that date. If the actual U.S. dollar ADS subscription price (plus the ADS issuance fee and the currency conversion expense) is less than the estimated ADS subscription payment, the ADS rights agent will refund such excess amount to the subscribing ADS holder without interest. For a more complete description of the terms and conditions of this Rights Offering, please refer to the Nabriva AG’s Prospectus Supplement. Additional copies of the Prospectus Supplement are available upon request from the information agent, Georgeson, at 1-866-278-8941 (call toll-free) and email: Nabriva@georgeson.com. You are encouraged to contact Georgeson, if you have any questions concerning this Rights Offering. Holder ID 123456789 COY XXXX Class Subscription Rights Rights Qty Issued XXX.XXXXXX Rights Cert # 12345678 Signature of Owner and U.S. Person for Tax Certification Signature of Co-Owner (if more than one registered holder listed) Date (mm/dd/yyyy) + 1 2 3 4 5 6 7 8 02H0DG C L S X R T 2 C O Y C NNNNNNNNN NABRIVA THERAPEUTICS AG SUBSCRIPTION FORM FOR AMERICAN DEPOSITARY SHARES

. To subscribe for your new ADSs please complete line "A" on the card below. Payment of ADSs: Full payment for the new ADSs must accompany this subscription. FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THIS RIGHTS OFFERING, PLEASE REFER TO THE NABRIVA AG’S PROSPECTUS SUPPLEMENT, WHICH IS INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS SUPPLEMENT ARE AVAILABLE UPON REQUEST FROM THE INFORMATION AGENT, GEORGESON, BY CALLING TOLL-FREE AT 1-866-278-8941. Please complete all applicable information and return to the Subscription Agent: (no. of Rights) (no. of new ADSs with fractional ADSs (Please sign and date front of form). SECTION 1: TO SUBSCRIBE: I hereby irrevocably subscribe for the number of ADSs indicated above hereon upon the terms and conditions specified in the Prospectus Supplement and incorporated by reference herein, receipt of which is acknowledged. I hereby agree that if I fail to pay in full for the new ADSs for which I have subscribed, BNY Mellon may exercise any of the remedies provided for herein or in the Prospectus Supplement. Special Transfer Instructions Signature Medallion Guarantee Special Mailing Instructions If you want your ADSs to be issued in another name, fill in this section with the information for the new count/Assignee. If you wish to transfer your ADSs, then your signature must be guaranteed by an Eligible Guarantor Institution, as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, which may include: (a) a commercial bank or trust company; (b) a member firm of a domestic stock exchange; or (c) a savings bank or credit union. Fill in ONLY if you want your ADS Direct Registration System Advice to be mailed to someone other than the registered holder or to the registered holder at an address other than that shown on the front of this Subscription Rights Form. Name (Please Print First, Middle & Last Name) Name (Please Print First, Middle & Last Name) Address (Number and Street) (Title of Officer Signing this Guarantee) Address (Number and Street) (City, State & Zip Code) (Name of Guarantor - Please Print) (City, State & Zip Code) (Tax Identification or Social Security Number) (Address of Guarantor Firm) The signature(s) on this Form must correspond with the name(s) of the registered holder(s) exactly as it appears on the face of the Subscription Rights Form without any alteration or change whatsoever. In the case of joint registered holders, each person must sign this Form in accordance with the foregoing. If you sign this Form in your capacity as a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other fiduciary or representative, you must indicate the capacity in which you are signing when you sign and, if requested by the Subscription Agent in its sole and absolute discretion, you must present to the Subscription Agent satisfactory evidence of your authority to sign in that capacity. Please complete all applicable information and return to the Subscription Agent at one of the addresses below. Overnight courier is recommended. By Mail: The Bank of New York Mellon Voluntary Corporate Actions Suite V P.O. Box 43031 Providence, RI 02940-3031 By Overnight Delivery: The Bank of New York Mellon Voluntary Corporate Actions Suite V 250 Royall Street Canton, MA 02021 For Assistance Please Contact: Georgeson US Toll Free Number for ADS Holders: 1-866-278-8941 PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY Exercise of Subscription Rights A.Exercise of Rights:= x $4.68 =$ rounded down to the nearest whole number) B.Total Amount Enclosed$ (Cost for Total Subscription ADSs payable in U.S. Dollars)

EX-99.6

Exhibit 99.6

INSTRUCTIONS BOOKLET FOR NABRIVA THERAPEUTICS AG ADS SUBSCRIPTION FORM

FOR ADS RIGHTS TO PURCHASE ADSs OF NABRIVA THERAPEUTICS AG

Nabriva Therapeutics AG (the “Company”) is offering (the “Rights Offering”) to (i) holders of its common shares (the “common shares”), rights to subscribe for new common shares (the “common share rights”), and (ii) holders of American Depositary Shares representing its common shares (“ADSs”), rights to subscribe for new ADSs (the “ADS rights”). The Rights Offering is being made pursuant to the Company’s effective shelf registration statement on Form F-3 on file with the U.S. Securities and Exchange Commission (the “SEC”), including the base prospectus, dated November 9, 2016, included therein and a prospectus supplement, dated November 29, 2016, thereto (collectively, the “Prospectus”).  The Prospectus is available by contacting the information agent, Georgeson LLC, at the address below or by visiting the Company’s website for the Rights Offering at http://info.nabriva.com/RightsOffering/Documents.html.  The Prospectus is also available by visiting the EDGAR system of the SEC at its website at www.sec.gov/edgar.shtml.

The terms of the ADS rights and the common share rights are fully described in the Prospectus. The Company has made arrangements with The Bank of New York Mellon, as ADS rights agent, to make available the ADS rights to holders of ADSs at 5:00 p.m. (New York City time) on November 29, 2016 (the “ADS record date”) upon the terms set forth in the Prospectus. The CUSIP No. for the Company’s ADSs is 62957M 104, and the ADSs are listed on the NASDAQ Global Market under the symbol “NBRV”. Your prompt attention is requested, as the ADS subscription period expires at 5:00 p.m. (New York City time) on December 12, 2016 (the “ADS rights expiration date”).

Questions regarding the issuance of the ADS rights and the offer to subscribe for new ADSs should be directed to the information agent, Georgeson LLC, phone number (866) 278-8941 (U.S. toll free) and email: Nabriva@georgeson.com.

Your ADS subscription form contains sections related to the choices available to you regarding the ADS rights. The following instructions are intended solely to assist you in completing your ADS subscription form. None of the terms hereof are intended to contradict or supersede the terms of the Prospectus. In the event of any inconsistency between the terms of the Prospectus and the terms hereof, the terms of the Prospectus will govern. Any terms used but not defined herein will have the meaning given to such terms in the Prospectus.

If you have special instructions for the ADS rights agent, which cannot be included in the ADS subscription form, you should send a letter setting forth such instructions to the ADS rights agent with your ADS subscription form. In all cases you should include your daytime telephone number in the space provided in the ADS subscription form (in case the ADS rights agent needs to contact you for further information).

Exercise of ADS Rights

You will receive 0.276 ADS rights for every ADS you hold on the ADS record date. One ADS right will entitle you to subscribe for one new ADS at the U.S. dollar equivalent of €4.014 per ADS, which is estimated at $4.25 per ADS based on a euro-to-U.S. dollar exchange rate of €1.00 to $1.0588. Fractional ADS rights will not be issued, and ADS right entitlements will be reduced to the next smaller whole number of ADS rights. To validly subscribe for new ADSs, you will need to pay to the ADS rights agent $4.68 for each new ADS you wish to subscribe for, which represents 110% of the estimated ADS subscription price to account for currency conversion expenses, an ADS issuance fee of the depositary of $0.05 per new ADS and potential fluctuations in the exchange rate between the euro and the U.S. dollar. On or about December 13, 2016, the ADS rights agent will determine the actual U.S. dollar ADS subscription price by converting the euro subscription price into U.S. dollars at an exchange rate assigned by it on that date. If the actual U.S. dollar ADS subscription price (plus the ADS issuance fee and the currency conversion expense) is less than the estimated ADS subscription payment, the ADS rights agent will refund such excess amount to the subscribing ADS holder without interest. However, if the amount of the estimated ADS subscription payment you paid to the ADS rights agent is, for any reason, including due to currency exchange rate fluctuations, insufficient to pay the subscription price in euro plus currency conversion expenses and ADS issuance fees for all of the ADSs you are subscribing for, the ADS rights agent will require you to pay the deficiency as a condition to receiving your new ADSs, or will instruct the depositary to subscribe on your behalf for only the

number of whole ADSs that can be subscribed for with the amount you have paid and the ADS rights agent will refund to you as soon as practicable the excess amount without interest. The exercise of your ADS rights is irrevocable and may not be cancelled or modified.

If you wish to exercise your ADS rights, you should:

1.complete and sign the enclosed ADS subscription form, indicating in the appropriate place the number of new ADSs you wish to subscribe;

2.obtain a U.S. dollar certified or official bank check made payable to the order of “The Bank of New York Mellon” for the full ADS subscription payment for all new ADSs you are subscribing for upon the exercise of your ADS rights; and

3.deliver the completed and original signed ADS subscription form and proper payment for the full ADS subscription payment for the total number of new ADSs subscribed for pursuant to the exercise of ADS rights, to the ADS rights agent at one of the addresses set forth below under the heading “Contact and Mailing Information” to be received prior to the expiration of the ADS subscription period at 5:00 p.m. (New York City time) on December 12, 2016.

All documents and the full amount of the ADS subscription payment must be received by the ADS rights agent before the ADS rights expiration date at one of the addresses set forth below under the heading “Contact and Mailing Information”. Any exercise of ADS rights is effective only when received by the ADS rights agent. Your exercise of ADS rights is irrevocable and may not be cancelled or modified. Deposits in the mail will not constitute delivery to the ADS rights agent.

You may elect the method for delivery of the completed ADS subscription form and payment to the ADS rights agent of the ADS subscription payment, and you will bear any risk associated therewith. If you send ADS subscription form or payments by mail, you should use registered mail, properly insured, with return receipt requested, and allow sufficient time to ensure delivery to the ADS rights agent before the ADS rights expiration date. In order to ensure timely delivery to the ADS rights agent, you may wish to consider the use of an overnight courier.

If you exercise less than all of the ADS rights granted to you by so indicating on your ADS subscription form, your unexercised ADS rights will become void and will have no further value.

If you do not indicate the number of new ADSs to be subscribed for on the ADS subscription form, or if you indicate a number of new ADSs that does not agree with the amount of proper payment you delivered, you will be deemed to have subscribed for the maximum number of whole ADSs that may be subscribed for by the ADS subscription payment you delivered.

Because the depositary will not be able to subscribe for any fraction of a common share and each ADS represents one tenth (1/10) of one common share, the Company will instruct the ADS rights agent to reduce the number of new ADSs for which an ADS holder is permitted to subscribe pursuant to ADS rights to the extent necessary so that the depositary will not subscribe, in the aggregate, for any fraction of a common share.

No Sale of ADS Rights

The ADS rights are not assignable or transferable.

No Exchange of ADS Rights for Common Share Rights

ADS rights may not be surrendered for delivery of common share rights, and common share rights may not be deposited for delivery of ADS rights.

Exercise through DTC

ADS rights received through DTC can only be exercised through the applicable function of the DTC system. Payment for new ADSs subscribed for must be received by the ADS rights agent via DTC prior to the ADS rights expiration date. Any exercise of ADS rights is irrevocable and may not be cancelled or modified.

2

Unexercised ADS Rights

If ADS rights are not exercised prior to the ADS rights expiration date, such ADS rights will become void and will have no further value. Accordingly, you will not receive any value or proceeds with respect to unexercised ADS rights.

Signature Requirements

The signature(s) on any ADS subscription form must correspond with the name(s) of the registered holder(s) exactly as it appears on the register of ADS holders without any alteration or change whatsoever. In the case of joint registered holders, each person must sign the ADS subscription form in accordance with the foregoing. If you sign the ADS subscription form in your capacity as a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other fiduciary or representative, you must indicate the capacity in which you are signing when you sign and, if requested by the ADS rights agent in its sole and absolute discretion, you must present to the ADS rights agent satisfactory evidence of your authority to sign in that capacity. The original signed ADS subscription form must be delivered to the ADS rights agent.

In all cases your daytime telephone number should be included in the space indicated on your ADS subscription form so that, if necessary, the ADS rights agent may call you for further instructions.

Tax Consequences

See the description set forth in the Prospectus under the heading “Taxation” for information concerning tax consequences pertaining to the above transactions.

Method of Delivery

THE METHOD OF DELIVERY OF THE ADS SUBSCRIPTION FORM AND PROPER PAYMENT FOR ANY NEW ADSs THAT YOU SUBSCRIBE FOR TO THE ADS RIGHTS AGENT WILL BE AT YOUR ELECTION AND RISK. IF SENDING BY MAIL, YOU ARE URGED TO SEND THE ADS SUBSCRIPTION FORM AND PAYMENTS BY REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED, AND ARE URGED TO ALLOW A SUFFICIENT NUMBER OF DAYS TO ENSURE DELIVERY TO THE ADS RIGHTS AGENT BY 5:00 P.M. (NEW YORK CITY TIME) ON DECEMBER 12, 2016. DEPOSIT IN THE MAIL WILL NOT CONSTITUTE DELIVERY TO THE ADS RIGHTS AGENT. YOU MAY WANT TO MAKE USE OF AN OVERNIGHT COURIER TO ENSURE TIMELY DELIVERY TO THE ADS RIGHTS AGENT.

Irregularities

All questions concerning the timeliness, validity, form and eligibility of any exercise of ADS rights will be determined by the Company and the ADS rights agent, whose determinations will be final and binding. The Company, in its sole discretion, may waive any defect or irregularity, or permit a defect or irregularity to be corrected within such time as it may determine, or reject the purported exercise of any ADS right. ADS subscription forms will not be deemed to have been received or accepted until all defects or irregularities have been waived or cured within such time as the Company determines, in its sole discretion. Neither the Company nor the ADS rights agent will be under any duty to give notification of any defect or irregularity in connection with the submission of ADS subscription forms or incur any liability for failure to give such notification.

Contact and Mailing Information

Any questions you may have should be addressed as promptly as possible to your bank, broker or other advisor or to Georgeson LLC, the information agent as set forth in “Description of the Offering — The Information Agent” in the Prospectus.

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The address of the ADS rights agent is as follows:

By registered, certified or express mail:	By overnight courier:
The Bank of New York Mellon Voluntary Corporate Actions – Suite V P.O. Box 43031 Providence, Rhode Island 02940-3031 United States of America	The Bank of New York Mellon Voluntary Corporate Actions – Suite V 250 Royall Street Canton, Massachusetts 02021 United States of America

DELIVERY OF THE ADS SUBSCRIPTION FORM OR ANY OTHER DOCUMENT OR PAYMENT TO AN ADDRESS OTHER THAN ONE OF THE ADDRESSES SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

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EX-99.7

Exhibit 99.7

Nabriva Announces Terms of Rights Offering

VIENNA, Austria and KING OF PRUSSIA, Pa., November 29, 2016 (NASDAQ: NBRV) — Nabriva Therapeutics AG announced today the terms of its rights offering for up to 588,127 common shares, including common shares represented by American Depositary Shares (ADSs), to its existing common shareholders and ADS holders. The record date of the rights offering is November 29, 2016. Holders of common shares on the record date are entitled to exercise statutory rights to subscribe for new common shares to maintain their proportionate ownership interest in Nabriva in accordance with the relevant provisions of the Austrian Stock Corporation Act.  Each ADS represents one tenth (1/10) of a common share.

Pursuant to the rights offering:

·Holders of ADSs on the record date received 0.276 ADS rights for each ADS owned on that date. One ADS right entitles an ADS holder to subscribe for and purchase one new ADS at the U.S. dollar equivalent of €4.014 per ADS. Based on a euro-to-U.S. dollar exchange rate of €1.00 to $1.0588, Nabriva estimates that subscription price at $4.25 per ADS. To subscribe for new ADSs, a holder of ADS rights must pay to The Bank of New York Mellon, as ADS rights agent, $4.68 per ADS so subscribed, which represents 110% of the estimated subscription price to account for currency conversion expense, ADS issuance fees payable to the depositary for the ADSs and potential fluctuations in the exchange rate between the euro and the U.S. dollar. On or about December 13, 2016, the ADS rights agent will determine the actual U.S. dollar ADS subscription price by converting the euro subscription price into U.S. dollars at an exchange rate assigned by it on that date. Fractional ADS rights will not be issued, and ADS right entitlements will be reduced to the next smaller whole number of ADS rights. Rights to purchase ADSs in the offering are not transferrable.

·The ADS rights exercise period will begin on November 30, 2016 and end at 5:00 p.m. (New York City time) on December 12, 2016, which is the ADS rights expiration date. Following the ADS rights expiration date, the ADS rights will expire and have no further value.

·Holders of common shares will have the common share right to subscribe for and purchase 0.276 new common shares, at a subscription price of €40.14 per new common share, for each common share owned of record on the record date. No fractional common shares will be issued and common share right entitlements will be reduced to the next smaller whole number of common shares. Except to the extent otherwise provided under Austrian law, the common share rights will not be transferable.

·The common share rights exercise period will begin on November 30, 2016 and end at 5:00 p.m. (Vienna time) on December 14, 2016, which is the common share rights expiration date. Following the common share rights expiration date, the common share rights will expire and have no further value.

If any new common shares are not subscribed for pursuant to the common share rights and ADS rights described above, following the expiration of the offering of such common share rights and ADS rights, Nabriva may, at the discretion of Cantor Fitzgerald & Co., based on market conditions and demand, enter into an underwriting agreement pursuant to which Cantor Fitzgerald & Co. would agree to subscribe for and purchase up to all of the unsubscribed common shares at a purchase price of €40.14 per common share for purposes of resale of ADSs representing the unsubscribed common shares. However, entry into an underwriting agreement for all or a portion of the unsubscribed shares remains at the discretion of Cantor Fitzgerald & Co., and Cantor Fitzgerald & Co. is not obligated to purchase all or any of the unsubscribed common shares. In the event that Cantor Fitzgerald & Co. and Nabriva do enter into an underwriting agreement for unsubscribed shares, Cantor Fitzgerald & Co. may sell ADSs at variable prices, which may be more or less than the purchase price.

Nabriva is attempting to raise up to $25.0 million, before fees and offering expenses payable by the company. Nabriva plans to use the net proceeds from the offering for general corporate purposes, including working capital and pre-commercial activities.

Nabriva reserves the right to cancel or terminate the rights offering at any time.

A registration statement relating to these securities has been filed with and declared effective by with the U.S. Securities and Exchange Commission (SEC). The rights offering is being made only by means of a prospectus supplement and accompanying prospectus, copies of which may be obtained from Georgeson LLC, Nabriva’s Information Agent, at 866-278-8941 or by writing to Georgeson LLC at 1290 Avenue of the Americas, 9th Floor, New York, New York 10104 or by e-mail at Nabriva@georgeson.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification of these securities under the securities laws of any such state or jurisdiction.

About Nabriva Therapeutics AG

Nabriva Therapeutics is a clinical stage biopharmaceutical company engaged in the research and development of novel anti-infective agents to treat serious bacterial infections, with a focus on the pleuromutilin class of antibiotics.

Forward Looking Statements

Any statements in this document about future expectations, plans and prospects for Nabriva, including but not limited to statements about prospective financings and other statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “likely,” “will,” “would,” “could,” “should,” “continue,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors,

including: market and other financing conditions, volatility in the foreign exchange market, including the euro-to-U.S. dollar exchange rate, the level of participation in the rights offering by existing common shareholder and ADS holders, whether Cantor Fitzgerald & Co. determines to purchase any unsubscribed common shares in the rights offering, the uncertainties inherent in the initiation and conduct of clinical trials, availability and timing of data from clinical trials, whether results of early clinical trials or trials in different disease indications will be indicative of the results of ongoing or future trials, uncertainties associated with regulatory review of clinical trials and applications for marketing approvals, the availability or commercial potential of product candidates including lefamulin for use as a first-line empiric monotherapy for the treatment of moderate to severe community-acquired bacterial pneumonia (CABP), the sufficiency of cash resources and need for additional financing and such other important factors as are set forth under the caption “Risk Factors” in Nabriva’s annual report on Form 20-F as filed with the United States Securities and Exchange Commission. In addition, the forward-looking statements included in this document represent Nabriva’s views as of the date of this document. Nabriva anticipates that subsequent events and developments will cause its views to change. However, while Nabriva may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Nabriva’s views as of any date subsequent to the date of this document.