**Exhibit 4.12**

 

To:                             **KREOS CAPITAL IV (UK) LIMITED** 25-28 Old Burlington Street London W1S 2AN United Kingdom

 

as Lender under the Loan Facility (as defined below)

 

From:               **NABRIVA THERAPEUTICS AG** Leberstraße 20 1110 Vienna Austria

 

as Borrower under the Loan Facility

 

November 20, 2015

 

Dear Madams and Sirs, Dear Maurizio,

 

**EUR 5 million loan facility dated 4 July 2014 between NABRIVA THERAPEUTICS AG as borrower and KREOS CAPITAL IV (UK) LIMITED as lender (the *Loan Facility*)**

 

1.                                      Reference is made to your letter dated 5 November 2015 (the ***Lender’s Letter***) relating to the prepayment of funds pursuant to the Loan Facility. Words and expressions defined in the Loan Facility have the same meanings when used herein unless otherwise provided or the context otherwise requires.

 

2.                                      The Borrower and the Lender have agreed that against payment of € 3,463,887.39 (in words: EUR three million four hundred sixty three thousand eight hundred eight seven euros and thirty nine cents) (the ***Prepayment Amount***) all current, contingent and future rights and obligations under and in connection with the Loan Facility shall be fully and conclusively discharged.

 

3.                                      The Prepayment Amount shall be paid within 5 business days (in words: five days) from the date hereof to the account as specified in the Lender’s Letter.

 

4.                                      This letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

 

5.                                      This letter is executed and delivered, and is intended to take effect, as a deed by all parties.

 

6.                                      Please execute this letter as indicated below to confirm your acknowledgment and agreement to the above.

 

Yours faithfully

 

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| for and on behalf   of                |            |   |
|---------------------------------------|-----------------|--------|
| **NABRIVA THERAPEUTICS AG.**          |            |   |
| as Borrower under   the Loan Facility |            |   |
|                                  |            |   |   |
| by:                                   | /s/ Ralf Schmid |   | by: | /s/ Stefan Reisinger |
| Name:                                 | Ralf Schmid     | Name:  | Stefan Reisinger |
| Title:                                | COO / CFO       | Title: | VP Finance and Treasurer |
|                                       |                 |        |  |  |

 

**Acknowledged and agreed for and on behalf of:**

 
| **KREOS CAPITAL IV (UK)   LIMITED** |                  |   |   |
|-------------------------------------|-----------------------|--------|--------|
| as Lender under the   Loan Facility |                  |   |   |
|                                |                  |   |   |   |
| by:                                 | /s/ Maurizio Pettibon |   | by:    |   |
| Name:                               | Maurizio Pettibon     | Name:  |   |
| Title:                              | Director              | Title: |   |

 

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