exhibit102






Exhibit 10.2    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH [***], HAS  BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT  TREATS AS PRIVATE OR CONFIDENTIAL.      PRODUCT AGREEMENT    This Product Agreement (this “Product Agreement”) is issued under the Master Manufacturing  Services Agreement dated July 28, 2017 and as amended by the First Amendment dated June 1, 2019 and  the Second Amendment dated December 18, 2020 between Patheon UK Limited and Paratek  Pharmaceuticals, Inc. (the “Master Agreement”), and is entered into as of the date last signed below (the  “Effective Date”), between Patheon Pharmaceuticals Inc., a corporation existing under the laws of the State  of Delaware, having a principal place of business at 2110 East Galbraith Road, Cincinnati, OH 45237-1625,  USA, (“Patheon”) and Paratek Pharmaceuticals, Inc., a corporation existing under the laws of the State of  Delaware, of 75 Park Plaza, Boston, MA 02116, USA (“Client” or “Paratek”).    The terms and conditions of the Master Agreement are incorporated herein except to the extent this  Product Agreement expressly references the specific provision in the Master Agreement to be modified by  this Product Agreement.  All capitalized terms that are used but not defined in this Product Agreement will  have the respective meanings given to them in the Master Agreement.    The Schedules to this Product Agreement are incorporated into and will be construed in accordance  with the terms of this Product Agreement.    1. Product List and Specifications (See Schedule A attached hereto).    2. Long Term Forecast/ Annual Volume, Pricing [***] (See Schedule B attached hereto).    3. Active Materials, [***] (See Schedule C attached hereto).    4. [***]    5. Territory: [***]    6. Manufacturing Site: [***]     7. Inflation Index: the inflation index is the Producer Price Index for the Pharmaceutical Preparation  Manufacturing PCU325412325412, Index Jun 1981=100, Monthly, Not Seasonally Adjusted (“PPI”)  published by the United States Department of Labor, Bureau of Labor Statistics.    8. Currency: US Dollars ($)     9. Initial Set Exchange Rate: NA    10. Initial Product Term: per Section 8.1 of the Master Agreement, from the Effective Date until December  31, 2026     11. Key Performance Indicators: Patheon will manufacture and supply Products under this Product  Agreement so as to meet the pre-defined performance-based targets and reporting requirements set  out in Schedule E and otherwise as mutually agreed by the Parties (“Key Performance Indicators” or  “KPIs”).  Patheon will provide to Paratek a performance report, which will record Patheon’s performance  against each of the KPIs Patheon is responsible for reporting pursuant to Schedule E.  Performance  reports will be reviewed at meetings of the Supply and Quality Committee.  From time to time, and at  least once per year, the Supply and Quality Committee will review the KPIs and the performance data  collected and reported by Patheon. Upon written agreement of the Parties, the Parties may:  a. add new KPIs to permit further measurement or monitoring of the accuracy, quality, cost  





 






  effectiveness or productivity of Manufacturing Services;    b. modify the KPIs to reflect changes in the architecture, standards, strategies, needs or objectives  as defined by Paratek; or  c. modify the KPIs to reflect agreed upon changes in the manner in which the manufacturing and  supply activities are performed.    12. Notices: As stated in Section 13.10 of the Master Agreement    13. Other Modifications to the Master Agreement:   [***]    Section 2.1(c) of the Master Agreement: For the purposes of this Product Agreement, the Parties  agree to substitute the wording in Section 2.1(c) of the Master Agreement by deleting the wording in its  entirety and replacing with the following wording:    “Components: Patheon will purchase all Components (except for Client-Supplied Components) and  will test all Components (including Client-Supplied Components) at Patheon's expense and as required  by the Specifications. The Parties will agree in writing on the Specifications for the Components.  Incoming testing can be reduced by Patheon and recorded in the Components Specification according  to Patheon’s assessment. Full testing of Components will be performed at least once a Year. The Parties  acknowledge and agree that the Components (other than Client-Supplied Components) and any Bill  Back Items are ancillary or incidental cost components to the Manufacturing Services provided by  Patheon and are procured by Patheon only for the Manufacturing Services.”     Safety Stock. For the purposes of this Product Agreement, the Parties may discuss in good faith  whether to institute a policy for Patheon to keep a safety stock of certain critical Materials in order to  facilitate timely Product supply in the quantities ordered by Paratek, such final decision to be made at  Patheon’s sole discretion.      IN WITNESS WHEREOF, the duly authorized representatives of the Parties have executed this  Product Agreement as of the Effective Date set forth above.      PATHEON PHARMACEUTICALS INC.     By:  /s/ Peter Ercoli     Name:   Peter Ercoli      Title:  Vice President / General Manager        Date:  28 July 2022 5:53 PDT         PARATEK PHARMACEUTICALS, INC.    By:  /s/ Randy Brenner     Name:   Randy Brenner     Title:   Chief Development and Regulatory  Officer  Date:  8/1/2022       





 






    SCHEDULE A    PRODUCT LIST AND SPECIFICATIONS    Product List    Product Strength [***] Form  Packaging  Configuration  Omadacycline [***] [***] [***]  [***]    Specifications    Prior to the start of commercial manufacturing of Product under this Product Agreement, Client will  give Patheon the originally executed copies of the Specifications as approved by the applicable  Regulatory Authority, which shall be appropriately referred to in the Quality Agreement. If the  Specifications received are subsequently amended, then Client will give Patheon the revised and  originally executed copies of the revised Specifications. Upon acceptance of the revised  Specifications, Patheon will give Client a signed and dated receipt indicating Patheon’s acceptance of  the revised Specifications.        





 






    SCHEDULE B    LONG TERM FORECAST / ANNUAL VOLUME, PRICING [***]    Long Term Forecast / Annual Volume  Client has provided a non-binding Long Term Forecast of Client’s volume requirements for the  Product, as outlined in the tables below. Client will update the forecast in accordance with Section 5.1  of the Master Agreement.   Base Volume:   [***]    Pricing Tables   [***]    Manufacturing Basis:    [***]    Packaging Configuration Basis (Assumptions):   [***]  Testing Assumptions:    [***]    Supply Chain Assumptions:  [***]    Costs Included in Price   [***]  Costs Not Included in Price  [***]        





 






    SCHEDULE C    ANNUAL STABILITY TESTING   Prior to any stability testing being performed by Patheon on the Products, the Parties all amend this Product  Agreement accordingly to include the applicable scope of work and the fees associated with such stability  testing.    





 






     SCHEDULE D    ACTIVE MATERIALS    Active Materials Supplier  Omadacycline Tosylate,  PTK0796 (API)    [***]      [***]  





 






      Schedule E  Paratek-Patheon KPIs    Responsible  Party # KPI Definition  Time of  measurement Target Comment  Patheon 1 [***] [***] [***] [***] [***]  Patheon 2 [***] [***] [***] [***] [***]  Paratek 3 [***] [*** ] [***] [***]     Patheon 4 [***] [***] [***] [***]    Quality Metrics  Patheon 5 [***] [***] [***] [***] [***]  Patheon 6 [***] [***] [***] [***]   Patheon 7 [***] [***] [***] [***]   Patheon 8    [***] [***] [***] [***] [***]  Paratek 9 [***] [***] [***] [***]   Patheon 10 [***] [***] [***] [***] [***]