JUNIPER PHARMACEUTICALS INC (Form: 10-Q, Received: 05/04/2017 08:22:46)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-10352

JUNIPER PHARMACEUTICALS, INC.

(Exact name of Registrant as specified in its charter)

Delaware		59-2758596
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

33 Arch Street Boston, Massachusetts		02110
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 639-1500

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐
Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock as of April 28, 2017: 10,843,752.

EXPLANATORY NOTE

Unless the context indicates otherwise, references in this Quarterly Report to “Juniper Pharmaceuticals,” “Juniper,” “the Company,” “we” “our,” and “us” mean Juniper Pharmaceuticals, Inc. and its subsidiaries.

Juniper Pharmaceuticals, Inc.

Table of Contents

		Page
	Part I—Financial Information
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016	1
	Condensed Consolidated Statements of Operations for the three month periods ended March 31, 2017 and 2016	2
	Condensed Consolidated Statements of Comprehensive Loss for the three month periods ended March 31, 2017 and 2016	3
	Condensed Consolidated Statements of Cash Flows for the three month periods ended March 31, 2017 and 2016	4
	Notes to Condensed Consolidated Financial Statements (unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	24

	Part II—Other Information
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
Signatures		28

Part I—Financia l Information

Item 1. Financial Statements

Juniper Pharmaceuticals, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except per share data)

(unaudited)

	March 31, 2017			December 31, 2016
Assets
Current assets:
Cash and cash equivalents	$	21,759		$	20,994
Accounts receivable, net		4,505			6,573
Inventories		5,694			5,621
Prepaid expenses and other current assets		1,498			1,539
Total current assets		33,456			34,727
Property and equipment, net		13,834			13,366
Intangible assets, net		908			969
Goodwill		8,444			8,342
Other assets		167			167
Total assets	$	56,809		$	57,571
Liabilities, contingently redeemable preferred stock, and stockholders’ equity
Current liabilities:
Accounts payable	$	2,706		$	3,893
Accrued expenses and other		4,306			5,271
Deferred revenue		6,443			5,624
Current portion of long-term debt		508			204
Total current liabilities		13,963			14,992
Long-term debt, net of current portion		3,359			2,203
Other noncurrent liabilities		45			56
Total liabilities		17,367			17,251
Commitments and contingencies
Contingently redeemable series C preferred stock, 0.55 shares issued and outstanding (liquidation preference of $550)		550			550
Stockholders’ equity:
Preferred stock, $0.01 par value; 1,000 shares authorized Series B convertible preferred stock, 0.13 shares issued and outstanding (liquidation preference of $13)		—			—
Common stock $0.01 par value; 150,000 shares authorized; 12,257 issued and 10,844 outstanding at March 31, 2017 and December 31, 2016		123			123
Additional paid-in capital		290,971			290,636
Treasury stock (at cost), 1,413 shares at March 31, 2017 and December 31, 2016		(8,601	)		(8,601	)
Accumulated deficit		(238,801	)		(237,360	)
Accumulated other comprehensive loss		(4,800	)		(5,028	)
Total stockholders’ equity		38,892			39,770
Total liabilities, contingently redeemable preferred stock, and stockholders’ equity	$	56,809		$	57,571

The accompanying notes are an integral part of these condensed consolidated financial statements.

Juniper Pharmaceuticals, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

	Three Months Ended March 31,
	2017			2016
Revenues
Product revenues	$	7,726		$	6,325
Service revenues		3,521			3,253
Royalties		—			899
Total revenues		11,247			10,477
Cost of product revenues		4,313			4,027
Cost of service revenues		2,243			2,323
Total cost of revenues		6,556			6,350
Gross profit		4,691			4,127
Operating expenses
Sales and marketing		379			272
Research and development		1,346			2,133
General and administrative		4,421			3,460
Total operating expenses		6,146			5,865
Loss from operations		(1,455	)		(1,738	)
Interest expense, net		(28	)		(26	)
Other income, net		42			125
Total non-operating income		14			99
Loss before income taxes		(1,441	)		(1,639	)
Provision for income taxes		—			4
Net loss	$	(1,441	)	$	(1,643	)
Basic net loss per common share	$	(0.13	)	$	(0.15	)
Diluted net loss per common share	$	(0.13	)	$	(0.15	)
Basic weighted average common shares outstanding		10,803			10,789
Diluted weighted average common shares outstanding		10,803			10,789

The accompanying notes are an integral part of these condensed consolidated financial statements.

Juniper Pharmaceuticals, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

(unaudited)

	Three Months Ended March 31,
	2017			2016
Net loss	$	(1,441	)	$	(1,643	)
Other comprehensive income (loss) components:
Foreign currency translation		228			(664	)
Total other comprehensive income (loss)		228			(664	)
Comprehensive loss	$	(1,213	)	$	(2,307	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Juniper Pharmaceuticals, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Three Months Ended March 31,
	2017			2016
Operating activities:
Net loss	$	(1,441	)	$	(1,643	)
Reconciliation of net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		484			489
Stock-based compensation expense		341			118
Changes in operating assets and liabilities:
Accounts receivable		2,107			(625	)
Inventories		(72	)		414
Prepaid expenses and other current assets		48			(406	)
Other non-current assets		—			18
Accounts payable		(1,363	)		1,927
Accrued expenses and other		(1,039	)		(1,287	)
Deferred rent		(9	)		17
Deferred revenue		806			1,349
Net cash (used in) provided by operating activities		(138	)		371
Investing activities:
Purchases of property and equipment		(520	)		(720	)
Net cash used in investing activities		(520	)		(720	)
Financing activities:
Proceeds from equipment loans		1,501			—
Principal payments on debt		(79	)		(57	)
Dividends paid		(7	)		(7	)
Net cash provided by (used in) financing activities		1,415			(64	)
Effect of exchange rate changes on cash and cash equivalents		8			(18	)
Net increase (decrease) in cash and cash equivalents		765			(431	)
Cash and cash equivalents, beginning of period		20,994			13,901
Cash and cash equivalents, end of period	$	21,759		$	13,470
Supplemental cash flow information
Cash paid for interest	$	23		$	22
Supplemental noncash investing
Purchases of equipment through accounts payable and accrued expenses	$	215		$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

Juniper Pharmaceuticals, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(1) Interim Condensed Consolidated Financial Statements

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting on Form 10-Q. Accordingly, certain information and footnote disclosures required for complete financial statements are not included herein. It is recommended that these financial statements be read in conjunction with the consolidated financial statements and related notes that appear in the Annual Report on Form 10-K of Juniper Pharmaceuticals, Inc. (“Juniper” or the “Company”) for the year ended December 31, 2016 filed with the SEC on March 7, 2017 (the “2016 Annual Report”). In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2017, and its results of operations for the three months ended March 31, 2017 and 2016, and cash flows for the three months ended March 31, 2017 and 2016. The condensed consolidated balance sheet at December 31, 2016, was derived from audited annual financial statements, but does not contain all of the footnote disclosures from the annual financial statements. Results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results for the year ending December 31, 2017 or any period thereafter.

At March 31, 2017, cash and cash equivalents were $21.8 million. The Company’s future funding requirements depend on a number of factors, including the rate of market acceptance of its current and future products and services and the resources the Company devotes to developing and supporting the same. The Company believes that current cash and cash equivalents, as well as cash generated from operations, will be sufficient to meet anticipated cash needs for working capital, including advancing its product candidates, and capital expenditures through May 31, 2018. The Company may be dependent on its ability to raise additional capital to finance operations and fund research and development programs beyond May 31, 2018. If the Company is not able to raise additional capital on terms acceptable to it, or at all, as and when needed, it may be required to curtail its research and development programs.

Management Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures at the date of the financial statements during the reporting period. Significant estimates are used for, but are not limited to, revenue recognition, allowance for doubtful accounts, inventory reserve, impairment analysis of goodwill and intangibles including their useful lives, research and development accruals, deferred tax assets, liabilities and valuation allowances, and fair value of stock options. On an ongoing basis, management evaluates its estimates. Actual results could differ from those estimates.

(2) Inventories

Inventories are stated at the lower of cost (first-in, first-out) or net realizable value. Components of inventory cost include materials, labor and manufacturing overhead. Inventories consist of the following (in thousands):

	March 31, 2017		December 31, 2016
Raw materials	$	1,344	$	856
Work in process		2,876		3,806
Finished goods		1,474		959
Total	$	5,694	$	5,621

(3) Goodwill and Intangible Assets

Changes to goodwill during the three months ended March 31, 2017 were as follows (in thousands):

	Total
Balance—December 31, 2016	$	8,342
Effects of foreign currency translation		102
Balance—March 31, 2017	$	8,444

Intangible assets consist of the following at March 31, 2017 and December 31, 2016 (in thousands):

	Trademark			Developed Technology			Customer Relationships			Total
Gross carrying amount—March 31, 2017	$	300		$	1,370		$	1,240		$	2,910
Foreign currency translation adjustment		(65	)		(284	)		(258	)		(607	)
Accumulated amortization		(235	)		(663	)		(497	)		(1,395	)
Balance—March 31, 2017	$	—		$	423		$	485		$	908

	Trademark			Developed Technology			Customer Relationships			Total
Gross carrying amount—December 31, 2016	$	300		$	1,370		$	1,240		$	2,910
Foreign currency translation adjustment		(53	)		(298	)		(270	)		(621	)
Accumulated amortization		(247	)		(617	)		(456	)		(1,320	)
Balance—December 31, 2016	$	—		$	455		$	514		$	969

Amortization expense related to developed technology is classified as a component of cost of service revenues in the accompanying consolidated statements of operations. Amortization expense related to trademark and customer relationships is classified as a component of general and administrative expenses in the accompanying consolidated statements of operations.

Amortization expense for the three months ended March 31, 2017 and 2016 was $0.1 million. As of March 31, 2017, amortization expense on existing intangible assets for the next four years is as follows (in thousands):

Year ending December 31,	Total
Remainder of 2017	$	219
2018		268
2019		242
2020		179
Total	$	908

(4) Debt and other Contractual Obligations

In September 2013, Juniper assumed debt of $3.9 million in connection with its acquisition of Juniper Pharma Services (“JPS”). JPS had entered into a Business Loan Agreement (“Loan Agreement”) covering three loan facilities with Lloyds TSB Bank (“Lloyds”) as administrative agent. JPS had drawn down $3.9 million and as of March 31, 2017 owed $2.4 million. The three loan facilities are each repayable by monthly installments. Repayment began on one facility in February 2013 and the remaining two commenced in October 2013. All facilities are due for repayment over 15 years from the date of drawdown. Two of the facilities bear interest at the Bank of England’s base rate plus 1.95% and 2.55%, respectively. The interest rate at March 31, 2017 for these two facilities was 2.45% and 3.05%, respectively. The third facility is a fixed rate agreement bearing interest at 3.52% per annum. The weighted average interest rate for the three loan facilities for the three months ended March 31, 2017 was 3.00%. The Loan Agreement is secured by the mortgaged property and an unlimited lien on other assets of JPS. The Loan Agreement contains financial covenants that limit the amount of indebtedness JPS may incur, requires JPS to maintain certain levels of net worth, and restricts JPS’s ability to materially alter the character of its business. As of March 31, 2017, the Company is in compliance with all of the covenants under the Loan Agreement.

In September 2013, as part of the acquisition of JPS, Juniper assumed a $2.5 million obligation under a grant arrangement with the Regional Growth Fund on behalf of the Secretary of State for Business, Innovation, and Skills in the United Kingdom. JPS used this grant to fund the building of its second facility, which includes analytical labs, office space, and a manufacturing facility. As part

of the arrangement, JPS is required to create and maintain certain full-time equivalent personnel levels through October 2017. As of March 31, 2017, the Company is in compliance with the covenants of the arrangement .

Juniper leases the buildings portion of its U.S. corporate office under an operating lease and debt for the Nottingham, U.K. facility. Additionally, Juniper leases certain equipment under loan agreements with payments through March 2022. In October 2015, the Company entered into a lease agreement for its corporate office in Boston, Massachusetts . The initial term of the lease agreement is approximately 39 months, which includes a three-month free rent period. In January and March 2017, the Company entered into loans of $0.9 million and $0.6 million, respectively, for equipment in its Nottingham, U.K. facility. The interest rate for the two loans was 2.09% at March 31, 2017. The transactions were considered failed sales-leaseback arrangements as the amount of the loans are less than the carrying value of the equipment. The initial terms of the loans are 60 months.

Commitments under Juniper’s debt and lease arrangements are as follows as of March 31, 2017 (in thousands):

	Operating Leases		Debt Principal Payments		Total
Remainder of 2017	$	328	$	364	$	692
2018		443		501		944
2019		74		520		594
2020		—		539		539
2021		—		557		557
Thereafter		—		1,386		1,386
Total minimum debt and lease payments	$	845	$	3,867	$	4,712

The income from the Regional Growth Fund will be recognized on a decelerated basis through October 2017. As of March 31, 2017, the obligation is valued at $0.4 million and is recorded as deferred revenue on the consolidated balance sheets. Other income associated with the Regional Growth Fund obligation for the three months ended March 31, 2017 and 2016 was $0.2 million. The amount of other income on the obligation that will be recognized provided the Company remains in compliance with the covenants will be the following (in thousands):

	Total
Remainder of 2017	$	400
Total	$	400

(5) Intravaginal Ring Technology License

In March 2015, the Company obtained an exclusive worldwide license (“License Agreement”) to the intellectual property rights for a novel segmented intravaginal ring (“IVR”) technology. Due to its novel polymer and segmentation composition, the Company believes the IVR has the potential to deliver one or more drugs, including hormones and larger molecules such as peptides, at different dosages and release rates within a single segmented ring. Drugs such as progesterone and leuprolide have already been tested using the technology and demonstrated sustained release for up to three weeks. This technology was developed by Dr. Robert Langer from the Massachusetts Institute of Technology (“MIT”) and Dr. William Crowley from Massachusetts General Hospital (“MGH”) and Harvard Medical School. Drs. Langer and Crowley have each agreed to serve a three-year term as strategic advisors to the Company in exchange for an upfront one-time payment plus quarterly fees and equity compensation.

Unless earlier terminated by the parties, the License Agreement will remain in effect until the later of (i) the date on which all issued patents and filed patent applications within the licensed patent rights have expired or been abandoned and (ii) one year after the last sale for which a royalty is due under the License Agreement or 10 years after such expiration or abandonment date referred to in (i), whichever is earlier. Juniper has the right to terminate the License Agreement by giving 90 days advance written notice to MGH. MGH has the right to terminate the License Agreement based on the Company’s failure to make payments due under the License Agreement, subject to a 15 day cure period, or the Company’s failure to maintain the insurance required by the License Agreement. MGH may also terminate the License Agreement based on Juniper’s non-financial default under the License Agreement, subject to a 60 day cure period.

Pursuant to the terms of the License Agreement, Juniper has agreed to reimburse MGH for all costs associated with the preparation, filing, prosecution and maintenance of the licensed patent rights, and has agreed to pay MGH a $50,000 annual license fee on each of the first five year anniversaries of the effective date of the License Agreement, and a $100,000 annual license fee

beginning on the sixth anniversary of the effective date of the License Agreement and on each subsequent anniversary thereafter. The annual license fee is creditable against any royalties or sublicense income pa yable in each calendar year.

Under the terms of the License Agreement, Juniper has agreed to use commercially reasonable efforts to develop and commercialize at least one product and/or process related to the IVR technology, which efforts will include the making of certain minimum annual expenditures in each of the first five years following the effective date of the License Agreement. Juniper has also agreed to pay MGH certain milestone payments totaling up to $1.2 million tied to the Company’s achievement of certain development and commercialization milestones, and certain annual royalty payments based on net sales of any such patented products or processes developed by Juniper.

(6) Segments and Geographic Information

The Company and its subsidiaries currently operate in two segments: product and service. The product segment oversees the supply chain and manufacturing of CRINONE, the Company’s sole commercialized product. The product segment included the royalty stream the Company received from Allergan for CRINONE sales in the United States, which ceased with the November 2016 agreement with Allergan, as well as the development of new product candidates. The service segment includes product development, clinical trial manufacturing, and advanced analytical and consulting services for the Company’s customers, as well as the characterizing and developing of pharmaceutical product candidates for the Company’s internal programs and managing certain preclinical activities including manufacturing of the Company’s pipeline products. In September 2013, the Company acquired JPS, a U.K.-based provider of pharmaceutical development, clinical trial manufacturing, and advanced analytical and consulting services to the pharmaceutical industry. The Company has integrated its supply chain management for its sole commercialized product, CRINONE, into those operations and have therefore sought to capture synergies by transferring all operational activities related to its historic business. The Company owns certain plant and equipment physically located at third party contractor facilities in the United Kingdom and Switzerland. The Company conducts its advanced formulation, analytical and consulting services through its subsidiary, JPS.

The Company’s largest customer, Merck KGaA, utilizes a Switzerland-based subsidiary to acquire product from the Company, which it then sells throughout the world excluding the United States. The Company’s primary domestic customer, Allergan, Plc (“Allergan”), is responsible for the commercialization and sale of CRINONE in the United States. In November 2016, the Company entered into an agreement with Allergan to monetize future royalty payments. Under the agreement, the Company received a one-time payment of $11.0 million representing all future royalty amounts payable. The following tables show selected information by geographic area (in thousands):

Revenues:

	Three Months Ended March 31,
	2017		2016
United States	$	1,628	$	1,794
Switzerland		7,757		6,341
United Kingdom		949		1,351
Other countries		913		991
Total	$	11,247	$	10,477

Total assets:

	March 31, 2017		December 31, 2016
United States	$	21,589	$	21,423
Switzerland		2,319		4,673
United Kingdom		32,730		31,288
Other countries		171		187
Total	$	56,809	$	57,571

Long-lived assets:

	March 31, 2017		December 31, 2016
United States	$	698	$	663
Switzerland		225		369
United Kingdom		13,983		13,468
Other countries		3		2
Total	$	14,909	$	14,502

No other individual country represented greater than 10% of total revenues, total assets, or total long-lived assets for any period presented.

For the three months ended March 31, 2017, Merck KGaA accounted for 100% of the product segment revenue. For the three months ended March 31, 2016, Merck KGaA and Allergan accounted for 88% and 12% of the product segment revenue, respectively. For the three months ended March 31, 2017 one customer accounted for 17% of the service segment total revenue. No additional customers accounted for 10% or more of the service segment total revenue for the three months ended March 31, 2017. No customers accounted for 10% or more of the service segment total revenue for the three months ended March 31, 2016. For the three months ended March 31, 2017, two customers accounted for 14% and 11% of total service segment accounts receivable, respectively. No other customers accounted for greater than 10% of the service segment accounts receivable. At March 31, 2016, one customer accounted for 11% of total service segment net accounts receivable.

The following summarizes other information by segment for the three months ended March 31, 2017 (in thousands):

	Product		Service		Total
Revenues
Product revenues	$	7,726	$	—	$	7,726
Service revenues		—		3,521		3,521
Total revenues	$	7,726	$	3,521	$	11,247
Cost of product revenues	$	4,313	$	—	$	4,313
Cost of service revenues		—		2,243		2,243
Total cost of revenues	$	4,313	$	2,243	$	6,556
Gross profit	$	3,413	$	1,278	$	4,691
Total operating expenses						6,146
Total non-operating income						14
Loss before income taxes					$	(1,441	)

The following summarizes other information by segment for the three months ended March 31, 2016 (in thousands):

	Product		Service		Total
Revenues
Product revenues	$	6,325	$	—	$	6,325
Service revenues		—		3,253		3,253
Royalties		899		—		899
Total revenues	$	7,224	$	3,253	$	10,477
Cost of product revenues	$	4,027	$	—	$	4,027
Cost of service revenues		—		2,323		2,323
Total cost of revenues	$	4,027	$	2,323	$	6,350
Gross profit	$	3,197	$	930	$	4,127
Total operating expenses						5,865
Total non-operating income						99
Loss before income taxes					$	(1,639	)

(7) Property and Equipment

Property and equipment consists of the following (in thousands):

	Estimated Useful Life (Years)	March 31, 2017			December 31, 2016
Machinery and equipment	3-10	$	9,563		$	8,628
Furniture and fixtures	3-5		1,190			1,190
Computer equipment and software	3-5		541			538
Buildings	Up to 39		7,399			7,310
Land	Indefinite		475			469
Construction in-process			1,452			1,567
			20,620			19,702
Less: Accumulated depreciation			(6,786	)		(6,336	)
Total		$	13,834		$	13,366

Depreciation expense was $0.4 million for the three month periods ended March 31, 2017 and 2016.

Machinery and equipment includes $1.6 million of equipment purchased under equipment loans.

(8) Net Loss Per Common Share

The calculation of basic and diluted loss per common share and common share equivalents is as follows (in thousands except for per share data):

	Three Months Ended March 31,
	2017			2016
Basic net loss per common share
Net loss	$	(1,441	)	$	(1,643	)
Less: Preferred stock dividends		(7	)		(7	)
Net loss applicable to common stock	$	(1,448	)	$	(1,650	)
Basic weighted average number of common shares outstanding		10,803			10,789
Basic net loss per common share	$	(0.13	)	$	(0.15	)
Diluted loss per common share
Net loss applicable to common stock	$	(1,448	)	$	(1,650	)
Add: Preferred stock dividends		7			7
Net loss applicable to dilutive common stock	$	(1,441	)	$	(1,643	)
Basic weighted average number of common shares outstanding		10,803			10,789
Effect of dilutive securities
Diluted weighted average number of common shares outstanding		10,803			10,789
Diluted net loss per common share	$	(0.13	)	$	(0.15	)

Basic net loss per common share is computed by dividing the net loss, less preferred dividends, by the weighted-average number of shares of common stock outstanding during a period. The diluted loss per common share calculation gives effect to dilutive options, convertible preferred stock, and other potential dilutive common stock including restricted shares of common stock outstanding during the period. Diluted net loss per share is based on the treasury stock method and includes the effect from potential issuance of common stock, such as shares issuable pursuant to the exercise of stock options, assuming the exercise of all in-the-money stock options. Common share equivalents have been excluded where their inclusion would be anti-dilutive.

Shares to be issued upon the exercise of the outstanding options, convertible preferred stock, and selected restricted shares of common stock excluded from the income per share calculation amounted to 2.3 million and 1.4 million in the three month periods ended March 31, 2017 and 2016, respectively, because the awards were anti-dilutive as the Company was in a net loss position.

(9) Accumulated Other Comprehensive Loss

Changes to accumulated other comprehensive loss during the three months ended March 31, 2017 were as follows (in thousands):

	Translation Adjustment
Balance—December 31, 2016	$	(5,028	)
Current period other comprehensive income (loss)		228
Balance—March 31, 2017	$	(4,800	)

(10) Stock-Based Compensation

Stock-based compensation expense was $0.3 million and $0.1 million for the three months ended March 31, 2017 and 2016, respectively.

Stock-based compensation relates to options granted to employees, non-employee members of the Board of Directors and non-employees, time-based restricted stock units granted to employees and non-employee members of the Board of Directors and performance-based restricted stock units granted to employees. Total stock-based compensation expense was recorded to cost of revenues and operating expenses based upon the functional responsibilities of the individuals holding the respective awards as follows (in thousands):

	Three Months Ended March 31,
	2017			2016
Cost of revenues	$	28		$	26
Sales and marketing		11			14
Research and development		(43	)		(146	)
General and administrative		345			224
Total	$	341		$	118

There were no option exercises in the three months ended March 31, 2017 and 2016.

Juniper granted options to purchase 655,400 shares of common stock to employees and non-employee directors in the three months ended March 31, 2017 and options to purchase 397,500 shares of common stock to employees during the three months ended March 31, 2016. Stock options granted to employees typically vest over a four-year term. Stock options granted to non-employee directors typically vest over a three-year term.

Juniper granted 52,700 time-based restricted stock units to employees during the three months ended March 31, 2017. No time-based restricted stock units were granted during the three months ended March 31, 2016.

Juniper granted 181,000 performance-based restricted stock units to employees during the three months ended March 31, 2017. No performance-based restricted stock units were granted during the three months ended March 31, 2016. The performance-based restricted stock units vest based on the occurrence of certain operational and strategic events which were determined by the Company’s Board of Directors.

The Company uses the Black-Scholes option pricing model to determine the estimated grant date fair values for stock options and estimates the fair value of time-based restricted stock units and performance-based restricted stock units based on the closing price of the Company’s common stock on the date of grant. The Company’s assumptions do not include an estimated forfeiture rate.

The weighted-average grant date fair values of options granted to employees during the three months ended March 31, 2017 and 2016 were $ 2.44 and $ 4.81 , respectively, usi ng the following assumptions :

	Three Months Ended March 31,
	2017		2016
Risk free interest rate	1.45% - 1.48%		1.14%
Expected term	4.5 - 4.75 years		4.75 years
Dividend yield		—		—
Expected volatility	54.6% - 55.2%		79.23% - 79.29%

The Company records stock-based compensation expense for stock options granted to non-employees based on the fair value of the stock options, which is re-measured over the graded vesting term resulting in periodic adjustments to stock-based compensation expense. The stock-based compensation expense recorded for non-employees is primarily reflected in the research and development line of the statement of operations and is remeasured on a quarterly basis from the date of grant. During the three months ended March 31, 2017 the Company recorded a reduction of stock-based compensation expense of $0.1 million for non-employee options as a result of changes in the fair value of the options during the period. During the three months ended March 31, 2016 the Company recorded a reduction of stock-based compensation expense of $0.2 million for non-employee options. No tax benefit has been recognized due to the net tax losses during the periods presented. There were no options granted to non-employees during the three months ended March 31, 2017 and 2016.

Option-pricing models require the input of various subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. Juniper’s estimated expected stock price volatility is based on its own historical volatility. Juniper’s expected term of options granted during the three months ended March 31, 2017 and 2016 was derived using the simplified method for employees. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

The weighted-average grant date fair value of both the time-based restricted stock units and performance-based restricted stock units was $5.15 during the three months ended March 31, 2017. The Company recognizes stock-based compensation expense for time-based restricted stock units over the vesting period. For performance-based restricted stock units, the Company considers the performance criteria at each balance sheet date and recognizes stock-based compensation expense for those criteria considered probable. The criteria associated with these performance-based stock units were not determined to be probable at March 31, 2017 and as such, no expense was recorded.

As of March 31, 2017, the total unrecognized compensation cost related to outstanding stock options, time-based restricted stock units and performance-based restricted stock units expected to vest was $5.7 million, which the Company expects to recognize over a weighted-average period of 3.19 years.

(11) Fair Value of Financial Instruments

U.S. GAAP establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined as the amount that would be received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes the following fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:

Level 1: Quoted prices in active markets for identical assets and liabilities.

Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The fair value of cash and cash equivalents are classified as Level 1 at March 31, 2017 and December 31, 2016.

The fair values of accounts receivable and accounts payable approximate their respective carrying amounts. The Company’s long-term debt is carried at amortized face value, which approximates fair value based on current market pricing of similar debt instruments and is categorized as a Level 2 measurement.

(12) Income Taxes

During the three months ended March 31, 2017 Juniper recorded no income tax expense due to expected losses forecasted for the year. During the three months ended March 31, 2016, Juniper recorded income tax expense of $4,000, representing an effective tax rate of (0.2)%. The income tax provision for the three months ended March 31, 2016, is primarily attributable to state minimum taxes owed.

Juniper files income tax returns in the U.S. federal jurisdiction, and in various state and foreign jurisdictions. Juniper is no longer subject to U.S. federal income tax examinations by tax authorities for years prior to 2012. Additionally, with few exceptions, Juniper is no longer subject to U.S. state tax examinations for years prior to 2012.

(13) Recent Accounting Pronouncements

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company adopted the standard as of January 1, 2017. The adoption did not have a material impact on the Company’s financial position, results of operations or cash flows.

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”). The standard requires that deferred tax assets and liabilities be classified as noncurrent on the balance sheet rather than being separated into current and noncurrent. ASU 2015-17 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The standard may be applied either retrospectively or on a prospective basis to all deferred tax assets and liabilities. The Company adopted the standard as of January 1, 2017. The adoption did not have a material impact on the Company’s financial position.

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory . This ASU simplifies the measurement of inventory by requiring certain inventory to be measured at the lower of cost or net realizable value. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016 and for interim periods therein. The Company adopted the standard as of January 1, 2017. The adoption did not have a material impact on the Company’s financial position, results of operations or cash flows.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities , which provides new guidance for the recognition, measurement, presentation, and disclosure of financial assets and liabilities. The standard becomes effective for Juniper beginning in the first quarter of 2018 and early adoption is permitted. The Company is currently evaluating the effect, if any, that the standard will have on its consolidated financial statements and related disclosures.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which provides guidance for revenue recognition. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, Revenue Recognition , and most industry-specific guidance. This ASU also supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts . The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The guidance is effective for the Company beginning January 1, 2018 and, at that time the Company may adopt the new standard under the full retrospective approach or the modified retrospective approach. Early adoption is permitted for one year prior to the required adoption date. The Company is currently evaluating the method and impact that the adoption of ASU 2014-09 will have on its consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU No. 2016-02, Leases . The new standard establishes a right-of-u se (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of e xpense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capi tal and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the method and impact that the adoption will have on its consolidated financial statements and related disclosures.

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment . The standard simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. The ASU is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this standard is not expected to have a material impact on the consolidated financial statements and related disclosures.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Information

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains information that may constitute forward-looking statements. Generally, forward-looking statements can be identified by words such as “may,” “will,” “plan,” “believe,” “expect,” “intend,” “anticipate,” “potential,” “should,” “estimate,” “predict,” “project,” “would,” and similar expressions, which are generally not historical in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future—including statements relating to our future operating or financial performance or events, our strategy, goals, plans and projections regarding our financial position, our liquidity and capital resources, and our product development—are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. Our Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain known and unknown risks, uncertainties and factors that may cause actual results to differ materially from our Company’s historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2016, and those described from time to time in our future reports filed with the Securities and Exchange Commission (the “SEC”).

You should read this Quarterly Report and the documents that we have filed as exhibits to this Quarterly Report completely and with the understanding that our actual future results may be materially different from what we expect. While we may elect to update forward-looking statements at some point in the future, we do not undertake any obligation to update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise.

Company Overview

We are a women’s health therapeutics company focused on developing therapeutics that address unmet medical needs in women’s health. Our marketed product and product development programs utilize our proprietary drug delivery technologies, which we believe are suited to applications in women’s health. These technologies consist of our bioadhesive delivery systems (“BDS”), a polymer designed to adhere to epithelial surfaces or mucosa and achieve sustained and controlled delivery of active drug product and our novel intra-vaginal ring (“IVR”) technology, a multisegment IVR.

We are advancing three product development programs utilizing our IVR technology, which target overactive bladder, hormone replacement therapy in women, and prevention of preterm birth in women with short cervical length.

Our objective is to be a leader in the discovery, development, and commercialization of therapeutics designed to treat unmet medical needs in women’s health. Key elements of our strategy include:

•

Advancing our product candidates from clinical development through regulatory approvals utilizing our IVR technology to target overactive bladder, hormone replacement therapy, and preterm birth;

•

Supplying CRINONE to our commercial partner, Merck KGaA, for sale in over 90 countries around the world;

•

Growing revenue from our formulation, analytical and product development capabilities at our pharmaceutical service business, Juniper Pharma Services (“JPS”), and deploying those same capabilities for the advancement of our in-house product candidates;

•

Exploring potential business development collaborations, including co-development opportunities that leverage our IVR technology and/or the pharmaceutical development capabilities of JPS; and

•

Expanding our product pipeline through potential in-license or acquisition of externally-developed women’s health therapeutics.

We are applying the revenue generated from our CRINONE franchise and JPS to partially fund the commercialization of new therapeutics using our proprietary drug delivery technologies. We believe this strategy, in concert with our product and product development programs, positions us well for effective and capital-efficient growth.

Product Development:

We are developing a pipeline of proprietary products to treat unmet medical needs in women’s health. The following table includes the programs that we currently believe are significant to our business:

Product Candidate	Indication/Field	Status

JNP-0101 - Oxybutynin IVR	Overactive bladder in women	Preclinical
JNP-0201 - Progesterone + Estradiol IVR	Hormone replacement therapy in post menopausal population	Preclinical
JNP-0301 - Progesterone IVR	Prevention of preterm birth in women with short cervical length	Preclinical

The expenditures that will be necessary to execute our business plan are subject to numerous uncertainties. Completion of clinical trials may take several years or more, and the length of time generally varies substantially according to the type, complexity, novelty and intended use of a product candidate. It is not unusual for the clinical development of these types of product candidates to each take three years or more, and for total development costs to exceed $25 million for each product candidate. We estimate that clinical trials of the type we generally conduct are typically completed over the following timelines:

Clinical Phase		Estimated Completion Period
Phase 1		1 - 2 Years
Phase 2		1 - 3 Years
Phase 3		1 - 3 Years

The duration and the cost of clinical trials may vary significantly over the life of a project as a result of differences arising during the clinical trial protocol, including, among others, the following:

•

the number of patients that ultimately participate in the trial;

•

the duration of patient follow-up that seems appropriate in view of results;

•

the number of clinical sites included in the trials;

•

the length of time required to enroll suitable patient subjects; and

•

the efficacy and safety profile of the product candidate.

We generally will test potential product candidates in preclinical studies for safety, toxicology and immunogenicity in addition to utilizing already published data for the underlying active pharmaceutical ingredient. We may then conduct multiple clinical trials for each product candidate. As we obtain results from trials, we may elect to discontinue or delay clinical trials for certain product candidates in order to focus our resources on more promising product candidates.

An element of our business strategy is to pursue the research and development of a broad portfolio of product candidates. This is intended to allow us to diversify the risks associated with our research and development expenditures. To the extent we are unable to maintain a broad range of product candidates, our dependence on the success of one or a few product candidates increases.

Regulatory approval is required before we can market our product candidates as therapeutic products. In order to proceed to subsequent clinical trial stages and to ultimately achieve regulatory approval, the regulatory agency must conclude that our clinical data is safe and effective. Results from preclinical testing and early clinical trials (through Phase 2) may often not be predictive of results obtained in later clinical trials. In various pharmaceutical companies like ours, a number of new drugs have shown promising results in early clinical trials, but subsequently failed to establish sufficient safety and efficacy data to obtain necessary regulatory approvals.

Our business strategy includes the option of entering into collaborative arrangements with third parties to complete the development and commercialization of our product candidates. In the event that third parties take over the clinical trial process for one of our product candidates, the estimated completion date would largely be under control of that third party rather than us. We cannot forecast with any degree of certainty which proprietary product candidates, if any, will be subject to future collaborative arrangements, in whole or in part, and how such arrangements would affect our development plan or capital requirements.

As a result of the uncertainties discussed above, among other s, it is difficult to accurately estimate the duration and completion costs of our research and development projects or when, if ever, and to what extent we will receive cash inflows from the commercialization and sale of a product. Our inability to comple te our research and development projects in a timely manner or our failure to enter into collaborative agreements, when appropriate, could significantly increase our capital requirements and could adversely impact our liquidity. These uncertainties could f orce us to seek additional, external sources of financing from time to time in order to continue with our business strategy. Our inability to raise additional capital, or to do so on terms reasonably acceptable to us, would jeopardize the future success of our business.

In August 2016, we announced that the Phase 2b clinical trial evaluating COL-1077, (10% lidocaine bioadhesive vaginal gel) for the reduction of pain intensity in women undergoing an endometrial biopsy with tenaculum placement, did not achieve its primary and secondary endpoints. The safety and pharmacokinetic profiles of COL-1077 were consistent with what had been observed in prior clinical trials of the lidocaine bioadhesive vaginal gel. Based on the outcome of this study we discontinued further development of COL-1077, with resources reallocated to our preclinical programs.

Preclinical Programs

JNP-0101 - Oxybutynin IVR for the treatment of OAB

We are developing an IVR product candidate designed to deliver oxybutynin for the treatment of overactive bladder (“OAB”) in women. Oxybutynin is currently approved for the treatment of OAB, however, oral oxybutynin therapy is frequently discontinued by patients due to undesirable side effects including dry mouth, blurred vision, and constipation. We expect that the delivery of oxybutynin using our IVR technology will provide an improved side effect profile as the drug will bypass first pass, hepatic metabolism issues. In the case of oxybutynin the drug is metabolized in the liver to an active metabolite resulting in increased central nervous system (“CNS”) side effects. In addition, we believe that delivery using our IVR technology will improve patient compliance and convenience versus other routes of administration, including oral therapies, patches, and gels. Based on preclinical data from a recently completed pilot sheep study, we are refining the cGMP formulation to potentially address the unique properties of this molecule and plan to conduct preclinical activities upon completion. Positive results from our preclinical activities could support an Investigational New Drug (“IND”) filing in the first half of 2018.

JNP-0201 - Progesterone and Estradiol IVR for HRT

JNP-0201 is our segmented IVR product candidate, containing both natural progesterone and natural estradiol to be used for hormone replacement therapy (“HRT”) in menopausal women. JNP-0201 has been designed to deliver natural hormones locally to vaginal tissue. This is another example where avoiding first pass, hepatic metabolism of estradiol may result in an improved side-effect profile. We also believe our delivery approach will provide an improvement in the beneficial effects of estradiol when compared to the currently approved combination HRT therapies; these include orally administered formulations utilizing synthetic progestogens, which have been associated in published clinical trials with higher risk of side effects including cardiovascular events. In addition, we believe that delivery using our IVR technology will improve patient compliance and convenience versus other routes of administration, including oral therapies and patches. We are focused on preclinical activities in 2017 and plan to file an IND for JNP-0201 in the first half of 2018.

JNP-0301 - Progesterone IVR for the prevention of PTB

JNP-0301 is a natural progesterone IVR product candidate for the prevention of preterm birth (“PTB”) in women with a short cervical length. Short cervical length at mid-pregnancy is a critical predictor of preterm birth in women. Medical guidelines issued by the American College of Obstetricians and Gynecologists and the Society of Maternal Fetal Medicine, among others, support use of vaginal progesterone in women with a short cervical length at mid-pregnancy to reduce the risk of PTB. There is no Food and Drug Administration (“FDA”) approved therapy to prevent PTB in women at risk due to short cervix. We believe JNP-0301 can enable the consistent local delivery of progesterone while facilitating patient compliance. The development of JNP-0301 benefits from the concurrent work being done on JNP-0201. We are focused on preclinical activities in 2017 and plan to file an IND for JNP-0301 in the first half of 2018.

CRINONE:

CRINONE is a progesterone gel designed to be used for progesterone supplementation or replacement as part of assisted reproductive technology for infertile women with progesterone deficiency. CRINONE is approved for marketing in the United States, Europe, China, Japan and certain other markets, and the sole source of our product revenue currently. We have licensed CRINONE to our commercial partner, Merck KGaA, for the markets outside the United States and we receive product revenues from the manufacture and sale of CRINONE internationally. We sold the U.S. intellectual property rights to CRINONE to Allergan in 2010,

and received royalty revenues from Allergan based on its U.S. sales through October 2016. In November 2016, we entered into an agreement with Allergan to monetize future royalty payments due to us. Under the agreement, we received a on e-time non-refundable payment of $11.0 million in exchange for which Allergan is no longer required to make future royalty payments to us.

CRINONE continues to be introduced in new countries by Merck KGaA. Under the terms of our current license and supply agreement with Merck KGaA, we manufacture and sell CRINONE to Merck KGaA on a country-by-country basis at the greater of (i) direct manufacturing cost plus 20% or (ii) a percentage of Merck KGaA’s net selling price. Additionally, we are jointly cooperating with Merck KGaA to evaluate and implement manufacturing cost reductions, with both parties sharing any benefits realized from these initiatives. The license and supply agreement with Merck KGaA was renewed in April 2013, extending the expiration date to May 2020. If, at the end of the supply term, the parties cannot agree upon mutually acceptable terms for renewal of the supply arrangement, Merck KGaA will have the option of converting the agreement into a license agreement and will be free to manufacture, or have manufactured, CRINONE pursuant to the terms set forth in the current license and supply agreement.

Product revenues include sales of CRINONE to Merck KGaA and prior to November 2016, also included a royalty stream from Allergan based on U.S. sales of CRINONE. This royalty stream ceased in connection with our November 2016 agreement with Allergan, under which we received a one-time payment of $11.0 million representing all future royalty amounts payable to us.

Pharmaceutical Service Business:

JPS, our pharmaceutical service business, offers a range of sophisticated technical services to the pharmaceutical and biotechnology industry. Our customers range from start-up biotechnology firms to global pharmaceutical companies.

Within our services offering, we provide expertise to our customers on the characterization, development, and manufacturing of pharmaceutical compounds for clinical trials. We believe we have particular expertise in problem solving for challenging compounds that are considered “difficult to progress.” Our service model allows us to take our customers’ product candidates from early development through clinical trials manufacturing. We also support our customers with advanced analytical and consulting services for intellectual property issues. We deploy these same capabilities for our in-house proprietary product development activities.

Through JPS, we also manage the global supply chain and contract manufacturing of CRINONE, for our partner Merck KGaA.

Business Development Collaborations:

Our IVR technology can be applied to life-cycle management strategies for existing commercial products that may benefit from intravaginal delivery of drugs. In particular, existing commercial products that are injectable, experience poor compliance, or have systemic toxicity limitations may benefit from our delivery technologies.

We are actively exploring business development collaborations that will leverage the IVR technology and in-house expertise at JPS. We expect to be an active participant in these collaborations, including participating as a co-development partner, depending on the product and market opportunity.

Sources of Revenue

We generate revenues primarily from the sale of our product and services and, prior to November 2016, from a royalty stream that ceased with the November 2016 agreement with Allergan, under which the Company received a one-time payment of $11.0 million representing all future royalty amounts payable to us. During the three months ended March 31, 2017, we derived approximately 69% of our revenues from the sale of our products and 31% from the sale of our services. During the three months ended March 31, 2016, we derived approximately 60% of our revenues from the sale of our products, 31% from the sale of our services, and 9% from our royalty stream.

We expect that future recurring revenues will be derived from product sales to Merck KGaA, and from offering pharmaceutical development, clinical trial manufacturing, and analytical and consulting services. Quarterly sales results can vary widely and affect comparisons with prior periods because (i) products shipped to Merck KGaA occur only in full batches, and a portion of revenue recognized each period relates to Merck KGaA’s in-market sales and (ii) service revenues are driven by contracting and maintaining an active backlog of customer projects, which may vary widely from quarter to quarter.

We recognize revenue from the sale of our product to Merck KGaA when all of the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the price is fixed or determinable; and collectability is reasonably assured. Revenues from services are recognized as the work is performed, and revenues from royalties until November 2016, were recognized as sales were made by Allergan.

Results of Operations – Three Months Ended March 31, 2017 Compared to Three Months Ended March 31, 2016

The following tables contain selected consolidated statements of operations information, which serves as the basis of the discussion surrounding the results of our operations for the three months ended March 31, 2017 and 2016:

	Three Months Ended March 31,
	2017						2016
(in thousands, except for percentages)	Amount			As a % of Total Revenues			Amount			As a % of Total Revenues			$ Change			% Change
Product revenues	$	7,726			69	%	$	6,325			60	%	$	1,401			22	%
Service revenues		3,521			31			3,253			31			268			8
Royalties		—			-			899			9			(899	)		(100	)
Total revenues		11,247			100			10,477			100			770			7
Cost of product revenues		4,313			38			4,027			38			286			7
Cost of service revenues		2,243			20			2,323			22			(80	)		(3	)
Total cost of revenues		6,556			58			6,350			61			206			3
Gross profit		4,691			42			4,127			39			564			14
Operating expenses:
Sales and marketing		379			3			272			3			107			39
Research and development		1,346			12			2,133			20			(787	)		(37	)
General and administrative		4,421			39			3,460			33			961			28
Total operating expenses		6,146			55			5,865			56			281			5
Loss from operations		(1,455	)		(13	)		(1,738	)		(17	)		283			(16	)
Interest expense, net		(28	)		—			(26	)		—			(2	)		8
Other income, net		42			—			125			1			(83	)		(66	)
Loss before income taxes		(1,441	)		(13	)		(1,639	)		(16	)		198			(12	)
Provision for income taxes		—			—			4			—			(4	)		(100	)
Net loss	$	(1,441	)		(13	)%	$	(1,643	)		(16	)%	$	194			(12	)%

Revenues

	Three Months Ended March 31,				$			%
(in thousands, except for percentages)	2017		2016		Change			Change
Product revenues	$	7,726	$	6,325	$	1,401			22	%
Service revenues		3,521		3,253		268			8
Royalties		-		899		(899	)		(100	)
Total revenues	$	11,247	$	10,477	$	770			7	%

Revenues in the three months ended March 31, 2017 increased by $0.8 million, or 7%, compared to the three months ended March 31, 2016. The increase was primarily attributable to the following factors by segment:

Product

•

Revenues from the sale of CRINONE, increased by approximately $1.4 million, or 22%, from the 2016 period primarily due to both in-market and new market growth by Merck KGaA. Revenues included $5.9 million related to product shipped to Merck KGaA and $1.8 million related to product sold through by Merck KGaA to its customers in the three months ended March 31, 2017. Revenues included $4.7 million related to product shipped to Merck KGaA and $1.6 million related to product sold through by Merck KGaA to its customers in the three months ended March 31, 2016.

•

Royalty revenues decreased $0.9 million, or 100% in the three months ended March 31, 2017 as compared to the three months ended March 31, 2016. In November 2016, we entered into an agreement with Allergan under which we received a one-time payment of $11.0 million representing all future royalties due to us. No future royalties will be paid to us as a result of this agreement.

Service

•

Service revenues increased approximately $0.3 million, or 8%, from the 2016 period primarily due to increases in customer volume across our service offerings and a sales focus on larger customer contracts.

Cost of revenues

	Three Months Ended March 31,						$			%
(in thousands, except for percentages)	2017			2016			Change			Change
Cost of product revenues	$	4,313		$	4,027		$	286			7	%
Cost of service revenues		2,243			2,323			(80	)		(3	)
Total cost of revenues	$	6,556		$	6,350		$	206			3	%
Total cost of revenues (as a percentage of total revenues)		58	%		61	%
Product gross margin		44	%		44	%
Service gross margin		36	%		29	%

Total cost of revenues was $6.6 million and $6.4 million for the three month periods ended March 31, 2017 and 2016, respectively. The increase in total cost of revenues in 2017 was largely driven by the increased volume of CRINONE product sold to Merck KGaA offset by quality improvements. There was a 14% increase in CRINONE units shipped in the 2017 period as compared to the 2016 period.

Cost of service revenues are largely fixed and consist mainly of facility costs, external consultant fees, depreciation and materials used in connection with generating our service revenues. Personnel costs are scaled to support customer volume.

Product gross margin, remained consistent in 2017 as compared to 2016 largely due to the increase in product sold through by Merck KGaA to its customers in more profitable markets where we benefit from a higher selling price from Merck KGaA offset by the reduction of royalty revenue year over year. Service gross margin increased in 2017 as compared to 2016 due to mix of revenue type within the service segment and increased capacity utilization.

Sales and marketing expenses

	Three Months Ended March 31,						$		%
(in thousands, except for percentages)	2017			2016			Change		Change
Sales and marketing	$	379		$	272		$	107		39	%
Sales and marketing (as a percentage of total revenues)		3	%		3	%

Sales and marketing expenses incurred during the three months ended March 31, 2017 and 2016 were attributable to our service business and consisted of personnel costs for our sales force as well as marketing costs for certain tradeshows and conference fees. The increase in sales and marketing expense in the 2017 period as compared to the 2016 period primarily relates to the growth of business in the U.S. market.

Research and development

	Three Months Ended March 31,						$			%
(in thousands, except for percentages)	2017			2016			Change			Change
Research and development	$	1,346		$	2,133		$	(787	)		(37	)%
Research and development (as a percentage of total revenues)		12	%		20	%

Research and development expenses primarily include clinical trial costs, personnel-related expenses and professional service consultants. The decrease in research and development costs incurred during the three months ended March 31, 2017 were largely associated with the reduction of costs related to the Phase 2b clinical trial of COL-1077 which was completed in August 2016. In the three months ended March 31, 2016, we incurred approximately $1.1 million related to this trial. The trial did not achieve its primary and secondary endpoints, and further development was discontinued. As we continue to advance JNP-0101, JNP02-01 and JNP03-01, we expect corresponding increases in research and development costs.

General and administrative expenses

	Three Months Ended March 31,						$		%
(in thousands, except for percentages)	2017			2016			Change		Change
General and administrative	$	4,421		$	3,460		$	961		28	%
General and administrative (as a percentage of total revenues)		39	%		33	%

General and administrative expenses increased by $1.0 million to $4.4 million for the three months ended March 31, 2017, compared with $3.5 million for the three months ended March 31, 2016. This increase was attributable principally to infrastructure related costs including legal, accounting and other professional fees associated with a growing public company.

Non-operating income and expense

	Three Months Ended March 31,						$			%
(in thousands, except for percentages)	2017			2016			Change			Change
Interest expense, net	$	(28	)	$	(26	)	$	(2	)		8	%
Other income, net	$	42		$	125		$	(83	)		(66	)%

Interest expense, net, primarily relates to interest payments, denominated in British pounds, associated with loan facilities assumed in the acquisition of JPS and equipment loans in 2017.

Other income, primarily relates to the income associated with the Regional Growth Fund offset by net foreign currency transaction losses related to the weakening of the Euro and British pound against the U.S dollar.

Provision for income taxes

	Three Months Ended March 31,					$			%
(in thousands, except for percentages)	2017		2016			Change			Change
Provision for income taxes	$	—	$	4		$	(4	)		(100	)%
Provision for income taxes (as a percentage of loss before income taxes)		—		(0.2	)%

The 2016 tax expense represents state minimum taxes owed. No tax expense was recorded for the three months ended March 31, 2017 as we have a full valuation allowance offsetting our net domestic deferred tax asset.

Liquidity and Capital Resources

We require cash to fund operating expenses and working capital needs, finance research and development efforts, make capital expenditures and fund acquisitions.

At March 31, 2017, our cash and cash equivalents were $21.8 million. Our cash and cash equivalents are highly liquid investments with original maturities of 90 days or less at date of purchase and consist of cash in operating accounts.

In September 2013, we assumed debt of $3.9 million in connection with our acquisition of JPS. JPS had entered into a Business Loan Agreement (“Loan Agreement”) covering three loan facilities with Lloyds TSB Bank (“Lloyds”) as administrative agent. JPS had drawn down $3.9 million under the Loan Agreement and as of March 31, 2017 owed a principal balance of $2.4 million. The three loan facilities are each repayable in monthly installments. Repayment began on one facility in February 2013, and the remaining two commenced in October 2013. All facilities are due for repayment over 15 years from the date of drawdown. Two of the facilities bear interest at the Bank of England’s base rate plus 1.95% and 2.55%, respectively. The interest rate at March 31, 2017 for these two facilities was 2.45% and 3.05%, respectively. The third facility is a fixed rate agreement bearing interest at 3.52% per annum. The weighted average interest rate for the three loan facilities for the three months ended March 31, 2017 was 3.00%. The Loan Agreement is secured by the mortgaged property and other assets of JPS. The Loan Agreement contains financial covenants that limit the amount of indebtedness we may incur, requires us to maintain certain levels of net worth, and restricts our ability to materially

alter the character of JPS’s business. As of March 31, 2017, we remained in compliance with all of the covenants under the Loan Agreement.

We lease the buildings portion of our U.S. corporate office under an operating lease and assumed debt for the Nottingham, U.K. facility. Additionally, we lease certain equipment under loan agreements with payments through March 2022. In October 2015, we entered into a lease agreement for our corporate office in Boston, Massachusetts. The initial term of the lease agreement is approximately 39 months, which includes a three-month free rent period. In January and March 2017, we entered into loans of $0.9 million and $0.6 million, respectively, for equipment in our Nottingham, U.K. facility. The interest rate for the two loans was 2.09% at March 31, 2017. The transactions were considered failed sales-leaseback arrangements as the amount of the loans are less than the carrying value of the equipment. The initial terms of the loans are 60 months.

Commitments under our lease arrangements are as follows as of March 31, 2017 (in thousands).

	Operating Leases		Debt Principal Payments		Total
Remainder of 2017	$	328	$	364	$	692
2018		443		501		944
2019		74		520		594
2020		—		539		539
2021		—		557		557
Thereafter		—		1,386		1,386
Total minimum debt and lease payments	$	845	$	3,867	$	4,712

In September 2013, we assumed a $2.5 million obligation under a grant arrangement with the Regional Growth Fund on behalf of the Secretary of State for Business, Innovation, and Skills in the United Kingdom. As a part of the arrangement, JPS is required to create and maintain certain full-time equivalent personnel levels through October 2017. As of March 31, 2017, we remained in compliance with the covenants of the arrangement.

The income from the Regional Growth Fund will be recognized on a decelerated basis through October 2017. As of March 31, 2017, the obligation is valued at $0.4 million and is recorded as deferred revenue on the consolidated balance sheets. The amount of other income on the obligation that will be recognized provided we remain in compliance with the covenants will be the following: (in thousands):

Year	Total
Remainder of 2017	$	400
Total	$	400

Our future capital requirements depend on a number of factors, including the rate of market acceptance of our current and future products and services and the resources we devote to developing and supporting the same. Our capital expenditures were $0.5 million and $0.7 million for the three months ended March 31, 2017 and 2016, respectively. Our capital expenditures primarily relate to investments in capital equipment made at our Nottingham, U.K. site, our contract manufacturer sites and for research and development. We expect our capital expenditures to increase for the remainder of the year ending December 31, 2017, as compared to the year ended December 31, 2016, primarily due to continued investments we plan to make related to research and development and additional investments in capital equipment at our Nottingham, U.K. site.

Research and development expenses include costs for product and clinical development, which were a combination of internal and third-party costs, and regulatory fees. For the remainder of 2017, we expect our research and development expenses will increase from current levels as we advance research and development, including efforts related to JNP-0101, JNP-0201 and JNP-0301.

We believe that our current cash and cash equivalents, as well as cash generated from operations, will be sufficient to meet our anticipated cash needs for working capital, including advancing our product candidates, and capital expenditures at least through May 2018. We may be dependent on our ability to raise additional capital to finance operations and fund research and development programs beyond May 2018. If we are not able to raise additional capital on terms acceptable to us, or at all, as and when needed, we may be required to curtail our research and development programs.

Cash Flows

Net cash used in operating activities for the three months ended March 31, 2017 was $0.1 million, which resulted primarily from net loss of $1.4 million for the period and increased by $0.8 million in depreciation and amortization and stock-based compensation expense. Net changes in working capital items increased cash from operating activities by approximately $0.5 million driven by a decrease to accounts receivable and an increase in deferred revenue offset by a decrease in accounts payable and accrued expenses. Net cash used in investing activities was $0.5 million for the three months ended March 31, 2017, which resulted from the purchase of property plant and equipment. Net cash provided by financing activities was approximately $1.4 million for the three months ended March 31, 2017, primarily relating to proceeds from the equipment loans offset by the principal payments on debt.

Net cash provided by operating activities for the three months ended March 31, 2016 was $0.4 million, which resulted primarily from net loss of $1.6 million for the period and increased by $0.6 million in depreciation and amortization and stock-based compensation expense. Net changes in working capital items increased cash from operating activities by approximately $1.4 million driven by an increase in deferred revenue and accounts payable offset by increases to accounts receivable and prepaid expenses and other current assets as well as decreases to accrued expenses. Net cash used in investing activities was $0.7 million for the three months ended March 31, 2016, which resulted from the purchase of property plant and equipment. Net cash used in financing activities was approximately $0.1 million for the three months ended March 31, 2016, primarily relating to the principal payments on the note under the Loan Agreement.

Off-Balance Sheet Arrangements

As of March 31, 2017, we did not have any off-balance sheet arrangements as defined in Regulation S-K, Item 303(a)(4)(ii).

Contractual Obligations

On October 15, 2015, we entered into a lease agreement for our corporate office in Boston, Massachusetts. The initial term of the lease agreement is approximately 39 months, which includes a three-month free rent period and after which, monthly rental payments totaling $430,050 for the first twelve months, $437,100 for the next twelve months and $444,150 for the final twelve months.

In January and March 2017, we entered into loans for equipment in our Nottingham, U.K. facility. The initial terms of the leases are 60 months.

There have been no other material changes to our contractual obligations and commitments outside the ordinary course of business or described above from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations set forth above are based on our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate our estimates and judgments, including those described in our Annual Report on Form 10-K for the year ended December 31, 2016. We base our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities, and the reported amounts of revenues and expenses, that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There have been no material changes to our critical accounting policies as of December 31, 2016.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Rate Risk

We do not believe that we have material exposure to market rate risk. We may, however, seek additional financing to fund future obligations and no assurance can be given that the terms of future sources of financing will not expose us to material market rate risk.

There has been no material change to our market rate risk exposure since December 31, 2016.

Foreign Currency Exchange

A significant portion of our operations are conducted through operations in countries other than the United States. Revenues from our international operations that were recorded in U.S. dollars represented approximately 69% of our total international revenues for the three months ended March 31, 2017. The remaining 31% were sales in British pounds. Since we conduct our business in U.S. dollars, our main exposure, if any, results from changes in the exchange rate between the British pound and the U.S. dollar. Our exposure is reduced given assets and liabilities, revenues and expenses are designated in U.S. dollars, or U.S. dollar linked. We have not historically engaged in hedging activities relating to our non-U.S. dollar operations. We may be exposed to exchange rate fluctuations that occur from certain intercompany transactions with our subsidiaries, which we recognize as unrealized gains and losses in our statements of operations.

There has been no material change to our foreign currency exchange risk exposure since December 31, 2016.

Item 4. Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of March 31, 2017. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2017 at the reasonable assurance level due to the fact that material weaknesses described under “Management’s Annual Report on Internal Control over Financial Reporting” were previously identified in the 2015 Form 10-K/A filed on November 14, 2016 and continued to exist at March 31, 2017.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Remediation Initiatives

Our management is committed to the planning and implementation of remediation to address all material weaknesses as well as other identified areas of risk. These remediation efforts, summarized below, which are implemented, in the process of being implemented or are planned for implementation, are intended to address the identified material weaknesses and to enhance our overall internal control over financial reporting.

With the oversight of senior management and our audit committee, we plan to take steps intended to address the underlying causes of the material weaknesses in the immediate future, primarily through the following:

•

Process improvements: We have commenced the redesign of specific processes and controls associated with review of contractual agreements, including a quarterly identification and review of significant agreements with the senior management team to ensure that the relevant accounting implications are identified and considered.

•

Additionally, we are in the process of redesigning our controls over research and development expenses, including the related balance sheet accounts.

We have not yet been able to remediate these material weaknesses. These actions are subject to ongoing review by our senior management, as well as oversight by the audit committee of our board of directors. Although we plan to complete this remediation process as quickly as possible, we cannot, at this time, estimate when such remediation may occur, and our initiatives may not prove successful in remediating the material weaknesses. Management may determine to enhance other existing controls and/or implement additional controls as the implementation progresses. It will take time to determine whether the additional controls we are implementing will be sufficient to accomplish their intended purpose; accordingly, the material weaknesses may continue for a period of time. While the audit committee of our board of directors and senior management are closely monitoring this implementation, until the remediation efforts discussed in this section, including any additional remediation efforts that our senior management identifies as necessary, are complete, tested and determined effective, we will not be able to conclude that the material weaknesses have been remediated. In addition, we may need to incur incremental costs associated with this remediation, primarily due to the hiring and training of finance and accounting personnel, and the implementation and validation of improved accounting and financial reporting procedures.

We are committed to improving our internal control and processes and intend to continue to review and improve our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we

may take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described above.

Part II—Other Information

Item 1. Legal Proceedings

Claims and lawsuits are filed against our Company from time to time. Although the results of pending claims are always uncertain, we believe that we have adequate reserves or adequate insurance coverage in respect of these claims, but no assurance can be given as to the sufficiency of such reserves or insurance coverage in the event of any unfavorable outcome resulting from these actions.

Item 1a. Risk Factors

An investment in shares of our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described in our Annual Report on Form 10-K for the year ended December 31, 2016 in addition to other information included in this Quarterly Report on Form 10-Q, including the information below and our financial statements and related notes hereto, before deciding to invest in our common stock. The occurrence of any of these risks could have a material adverse effect on our business, financial condition, results of operations and future growth prospects. In these circumstances, the market price of our common stock could decline, and you may lose all or part of your investment.

We could be adversely impacted by actions of activist shareholders, and such activism could impact the value of our securities.

While we continually engage the shareholders and consider their views on business and strategy, responding to activist shareholders can be costly and time-consuming, disrupt operations and divert the attention of management and employees. The uncertainties associated with such activities could interfere with our ability to effectively execute our strategic plan, impact long-term growth and limit our ability to hire and retain personnel. In addition, a proxy contest for the election of directors could require the Company to incur significant legal fees and proxy solicitation expenses and require significant time and attention by management and the board of directors. Uncertainties related to, or the results of, such activism could affect the market price and volatility of our securities.

There have been no material changes to the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2016, other than as set forth above.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. E xhibits

(a) Exhibits

10.1*		Addendum to Transition and Consulting Agreement, dated February 28, 2017, by and between Juniper Pharmaceuticals, Inc. and Frank C. Condella, Jr.

10.2*		Amended and Restated Employment Agreement, effective April 12, 2017, by and between Juniper Pharmaceuticals, Inc. and Alicia Secor.

10.3*		Amended and Restated Employment Agreement, effective April 12, 2017, by and between Juniper Pharmaceuticals, Inc. and Bridget A. Martell, MD MA.

10.4*		Amended and Restated Employment Agreement, effective April 27, 2017, by and between Juniper Pharmaceuticals, Inc. and Dr. Nikin Patel.

10.5*		Form of Performance Stock Unit Award Agreement under the Juniper Pharmaceuticals, Inc. Amended and Restated 2015 Long-Term Incentive Plan.

10.6*		Form of Restricted Stock Unit Award Agreement under the Juniper Pharmaceuticals, Inc. Amended and Restated 2015 Long-Term Incentive Plan.

31.1*		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of the Company.

31.2*		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of the Company.

32.1**		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .

32.2**		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .

101*		The following materials from the Juniper Pharmaceuticals, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations for the three months ended March 31, 2017 and 2016, (ii) Condensed Consolidated Balance Sheets at March 31, 2017 and December 31, 2016, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2017 and 2016, (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016, and (v) Notes to Condensed Consolidated Financial Statements.

*	Filed herewith.

**	Furnished herewith.

Signat ures

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.

Juniper Pharmaceuticals, Inc.

/s/ Jeffrey E. Young

Jeffrey E. Young

Senior Vice President, Finance, Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

DATE: May 4, 2017

Exhibit 10.1

Addendum to Transition and Consulting Agreement

WHEREAS , Juniper Pharmaceuticals, Inc. (the “ Company ”) and Frank C. Condella, Jr. (the “ Executive ”), are parties to that certain Transition and Consulting Agreement, dated as of July 19, 2016 (the “ Consulting Agreement ”); and

WHEREAS , the Company and the Executive desire to amend the Consulting Agreement as set forth herein as of March 1, 2017.

NOW THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby confirmed, the Company and the Executive hereby agree as follows:

1) The first sentence of Section 5(a) of the Consulting Agreement shall be amended and restated to read as follows:

“Beginning immediately on the Employment Termination Date and continuing through the earlier of (i) December 31, 2017, (ii) the Company’s termination of the Consulting Period (subject to clause (e) below) or (iii) Executive’s death or Disability (such applicable period, the “ Consulting Period ”). Executive through Condella & Co., LLC, will be available to provide consulting and advisory services for up to two and one-half (2.5) workdays each month as may be reasonably requested by the Company’s Chief Executive Officer or the Board.”

2) Section 5(b) of the Consulting Agreement shall be amended and restated to read as follows:

“Executive shall be paid a monthly fee of $3,500.00 on the first business day of each month during the Consulting Period. Executive shall submit quarterly invoices for the services performed and, if requested to do so, shall describe the services provided during the quarter.”

3) Except to the extent amended hereby, all other terms and conditions of the Consulting Agreement shall apply.

IN WITNESS WHEREOF , the undersigned parties have caused this Addendum to be executed as of February 28, 2017.

JUNIPER PHARMACEUTICALS, INC.

By:		/s/ Alicia Secor
Name:		Alicia Secor
Title:		CEO

EXECUTIVE

/s/ Frank Condella Frank Condella

Exhibit 10.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time hereafter, the “Agreement”) is effective as of April 12, 2017 (the “Effective Date”), and is entered into by and between Juniper Pharmaceuticals, Inc., a Delaware corporation having its corporate offices at 33 Arch St, Suite 3110, Boston, MA 02110 (the “Company”), and Alicia Secor (“Executive”). This Agreement supersedes, amends and restates in all respects the Employment Agreement dated August 1, 2016 between Executive and the Company, and all other employment agreements between Executive and the Company (collectively, the “Superseded Employment Agreements”).

WHEREAS, the Company wishes to continue to employ Executive on the terms and conditions set forth in the Agreement; and

WHEREAS, the Company and Executive desire to enter into the Agreement so the rights, duties, benefits, and obligations of each regarding Executive’s employment for and by the Company will be fully set forth under the terms and conditions stated within the Agreement;

NOW THEREFORE, in consideration of the mutual promises and undertakings hereunder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. At-Will . Executive’s employment is “at will.” Either the Executive or the Company may terminate the Executive’s employment with the Company at any time for any or no reason, with or without notice. Nothing in the Agreement or in any other statement shall be interpreted to be in conflict with or to eliminate or modify in any way the employment-at-will status of the Executive.

Title, Duties .

(a) Executive shall continue to be the President and Chief Executive Officer of the Company. Executive will perform duties customarily associated with such position, including, but not limited to, duties relating to the overall management of the development, testing, registration, manufacturing, licensing, marketing and selling of pharmaceutical products for the Company and its affiliates, and such other duties commensurate with the job description as may be assigned to her from time to time by the Board of Directors of the Company (the “Board”) or its designee. Executive shall have an office at the Company’s headquarters located in Boston, Massachusetts. Executive will report to the Company’s Board in accordance with applicable law, the Company’s by-laws, and otherwise as reasonably necessary to keep the Board appraised of material business issues.

(b) In 2016, Executive was appointed as a member of the Board. Board membership is conditioned upon Executive’s continued employment as President and Chief Executive Officer. If Executive’s employment with the Company terminates, Executive will immediately resign from the Board. The Company will nominate the Executive to the slate of directors at both the 2017 and 2018 Annual General Meetings.

(c) Subject to the following sentence, Executive agrees to devote her entire business time and attention to the performance of her duties under the Agreement. Executive may serve as a director on a board of one non-competing entity. Executive may serve as a director on additional non-competing boards provided Executive receives the prior written approval of the Board. Executive shall perform her duties for the Company to the best of her ability and shall use her best efforts to further the interests of the Company. Executive acknowledges she will be required to travel as reasonably necessary to perform the services required of her under the Agreement. Executive represents and warrants to the Company that she is able to enter into the Agreement and that her ability to enter into the Agreement and to fully perform her duties hereunder are not limited or restricted by any agreements or understandings between Executive and any other person. For the purposes of the Agreement, the term “person” means any natural person, corporation, partnership, limited liability partnership, limited liability company, or any other entity of any nature.

(d) Executive will observe the rules, regulations, policies and/or procedures which the Company may now or hereafter establish governing the conduct of its business, except to the extent that any such rules, regulations, policies and/or procedures may be inconsistent with the terms of the Agreement, in which case the terms of the Agreement shall control.

Employment Contract .

The Company and Executive acknowledge that the terms of her employment are set forth in the Agreement. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in the Agreement.

Compensation .

Subject to the terms and conditions of Paragraph 1 of the Agreement and Executive’s continued employment with the Company, and in consideration for the services to be provided hereunder by Executive, the Company hereby agrees to pay or otherwise provide Executive with the following compensation during her employment with the Company:

(a) Subject to tax withholdings and other legally required deductions, the Company will pay Executive an annual base compensation of $459,200 ($19,133.33 semimonthly) to be paid in accordance with the Company’s normal payroll practices (“Base Salary”). Executive acknowledges and understands that her position of employment with the Company is considered “exempt,” as that term is defined under the Fair Labor Standards Act and applicable state or local law. As an exempt employee, Executive is not eligible to receive overtime pay.

(b) In addition to Base Salary, Executive shall be eligible to receive an annual performance bonus as the Board shall, in its sole discretion, deem appropriate based upon the parameters and criteria contained in the Company’s bonus plan, and can range from 0% to 150% of targeted levels, depending on the degree of attainment of pre-established Company goals for a particular year. Executive’s target bonus is equal to 60% of her Base Salary as then in effect. The annual performance bonus if any, shall be paid no later than March 15 following the end of each calendar year in which such bonus was earned.

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(c) Executive shall also be eligible in the sole discretion of the Board or the Compensation Committee of the Board (or any committee of the Board that shall replace such committee) to participate in the Company’s stock option plan as is from time to time in effect, subject to the terms and conditions of such plan. The Executive receive d , on July 20, 2016 (the “Grant Date”), an initial grant of 225,000 options to purchase shares of the Company’s common stock which vest at the rate of one-quarter on each of the first four anniversaries of the Grant Date. The p urchase price per share is equal to the fair market value of the Company’s common stock, as determined by the closing price on the Grant Date. The Company and Executive execute d and deliver ed to each other the Company’s then standard form of stock option agreement, evidencing the terms of the stock opti ons. The stock options are subject to, and governed by, the terms and provisions of the stock option agreement. Executive must sign the stock option agreement to receive the stock option.

(d) Additionally, upon program approval by the Board of Directors, Executive is eligible to participate in the Company’s Performance Share program. Under the program, the Company shall grant to Executive 50,000 performance-based RSUs (the “Performance Shares”). Performance Shares vest in accordance with criteria established by the Compensation Committee of the Company’s Board of Directors.

Benefits .

(a) Executive and Executive’s eligible dependents shall be eligible for all employee benefit programs (including any 401(k), group life insurance, group medical, dental and vision, and short-term and long-term disability policies, plans and programs) generally available to other executive level employees of the Company.

(b) Executive shall be entitled to accrue paid time off (“PTO”) during the term of the Agreement in accordance with the Company’s standard policy and in an amount commensurate with other executive level employees of the Company.

(c) Executive shall be entitled to reimbursement for all reasonable expenses that she incurs in connection with the performance of her duties and obligations hereunder. Upon presentment by Executive of appropriate and sufficient documentation, as determined in the Company’s sole direction, the Company shall reimburse Executive for all such expenses in accordance with the Company’s expense reimbursement policy, as in effect from time to time.

Termination Upon Death .

Executive’s employment shall terminate immediately upon her death.

Compensation Upon Termination .

(a) Subject to Paragraphs 18 and 19 of the Agreement, if Executive’s employment is terminated by the Executive’s death or resignation without Good Reason (as that term is defined below), or if Executive is terminated with or without Cause (as that term is defined below), the Company shall pay to the Executive (i) the Base Salary through the effective date of termination together with any accrued but unused vacation pay and (ii) in the case of a termination without Cause, the Company shall pay to Executive an additional 12 months of her

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final Base Salary and an amount equal to Executive’s target bonus in accordance Paragraph 4(c) set at no less than 60% of Executive’s base salary, which shall be paid to her within 60 days after the date of termination, subject to Paragraph 18 and the amount equivalent to 12 months of the Company’s portion of medical and dental benefits if these benefits were elected. Such payment shall be conditioned upon execution and non-revocation by Executive of a release of the Company which the Company shall present to Executive and which Executive shall sign no later than 30 days after the date of termination. Executive shall not be entitled to any annual performance bonus for the year in which such termination occurs.

(b) For the purposes of Paragraph 7(a) above, “Cause” shall mean a good faith determination by the Company that any of the following has occurred : (i) an material failure by the Executive to (A) render services to the Company in accordance with her reasonably assigned duties, or (B) follow the lawful directives of the Board; (ii) a material violation of Company policy that results in a material injury to the Company; (iii) any action or omission by the Executive involving the Executive’s fraud, embezzlement, or willful misconduct relating to her duties to the Company; (iv) the Executive’s indictment or conviction for a criminal offense (other than a summary or similar offense) or a crime of moral turpitude; (v) the Executive’s material breach of any of the provisions of the Agreement or obligations under any other written agreement or covenant with the Company that results in a material injury to the Company; and (v) unauthorized use or disclosure by Executive of any confidential or proprietary information or trade secrets of the Company or any other party to whom the Executive owes an obligation of nondisclosure as a result of her relationship with the Company that results in a material injury to the Company. Notwithstanding the foregoing, Cause shall not be deemed to exist under this Agreement unless and the Board makes a formal determination that Cause does exist after giving the Executive and a reasonable opportunity to be heard on the issue.

(c) Subject to Paragraph 18, Executive may terminate her employment hereunder with Good Reason, provided that Executive has first provided written notice of such reason to the Company no later than 30 days after the event or occurrence constituting Good Reason first arises, with such notice affording the Company 30 days, from the date of the Company’s receipt of such notice, to cure the deficiency, and further provided that, upon such cure by the Company, “Good Reason” shall not be deemed to exist for purposes of the Agreement. In the event Executive terminates her employment with Good Reason, the Company shall pay to Executive (i) the Base Salary through the effective date of termination together with any accrued but unused vacation pay and (ii) an additional 12 months of her final Base Salary, which shall be paid to her within 60 days after the date of termination, subject to Paragraph 18 and the amount equivalent to 12 months of the Company’s portion of medical and dental benefits if these benefits were elected and (iii) an amount equal to Executive’s target bonus in accordance Paragraph 4(c) set at no less than 60% of Executive’s base salary. Such payment shall be conditioned upon execution and non-revocation by Executive of a release of the Company which the Company shall present to Executive and which Executive shall sign no later than 30 days after the date of resignation or termination. Executive shall not be entitled to any annual performance bonus for the year in which such termination occurs. For the purposes of the Paragraph 7(c), “Good Reason” shall mean the occurrence of either of the following events without the consent of Executive: (a) a material breach of the Agreement by the Company; (b) a material reduction in Executive’s responsibility, authority, or duties relative to Executive’s responsibility, authority or duties as outlined in Paragraph 2 above; (c) a relocation of the

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Executive’s principal place of work within the first 18 months of the Executive’s employment with the Company (to which the Executive has not expressly consented in writing) by more than 35 miles from her main residence as of the date of this Agreement; (d) failure of the Company to appoint Executive to the Board as soon as practicable following the commencement of her employment with the Company; or (e) failure to nominate the Executive to the slate of directors for the 2017 and 2018 Annual General Meeting of the Company. Failure of the Executive to be elected or reelected to the Board in 2017 or 2018 will not, in and of itself, constitute Good Reason to terminate her employment under this section.

(d) If Executive is terminated without Cause or resigns with Good Reason within twenty four months after a Change of Control as defined below, the Company shall pay to Executive: (i) the Base Salary through the effective date of termination together with any accrued but unused vacation pay and (ii) an additional 18 months of her final Base Salary, one and one half (1.5) times her target bonus in accordance with Paragraph 4(c) set at 60% of Executive’s base salary, and the amount equivalent to 12 months of the Company’s portion of medical and dental benefits if these benefits were elected, which Base Salary, bonus and the amount equivalent to 12 months of the Company’s portion of medical and dental benefits shall be paid to her within 60 days after the date of termination, subject to Paragraphs 18 and 19 of the Agreement. In addition, as of the date of termination Executive shall fully vest in all equity granted to her by the Company. Such payment shall be conditioned upon execution and non-revocation by Executive of a release of the Company which the Company shall present to Executive and which Executive shall sign no later than 30 days after the date of resignation or termination. To avoid doubt, the compensation under this Paragraph 7(d) is in place of, and not in addition to, Paragraph 7(a) and (c).

(e) For the purposes of Paragraph 7(d) above, a “Change of Control” shall occur if an entity, or a group of entities acting together, acquires control of 50% or more of the Company’s voting securities with the power to elect a majority of the Board.

8. Restrictive Covenants . The Executive and Company agree that the Company is engaged in a highly competitive industry and would suffer irreparable harm and incur substantial damage if Executive were to enter into competition with the Company. Therefore, in order for the Company to protect its legitimate business interests, Executive covenants and agrees as follows:

(a) Executive shall not, at any time during her employment with the Company and for a period of 12 months thereafter, anywhere in United States, either directly or indirectly: (i) accept employment with or render services to any person or entity that is a business competitor of the Company, or has at any time during Executive’s employment with the Company engaged or attempted to engage in business competition with the Company, in a position, capacity, or function that is similar, in title or substance, whether in whole or in part, to any position, capacity, or function that Executive held with or in which Executive served the Company; or (ii) invest in any person or entity that is a business competitor of the Company, or has at any time during Executive’s employment with the Company engaged or attempted to engage in business competition with the Company, except that Executive may own up to five percent (5%) of any outstanding class of securities of any company registered under Section 12 of the Securities Exchange Act of 1934, as amended;

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(b) Executive shall not, at any time during her employment with the Company and for a period of 12 months thereafter, for any reason, on her own behalf or on behalf of any other person or entity: (i) solicit, invite, induce, cause, or encourage to alter or terminate her, her, or its business relationship with the Company any client, customer, supplier, vendor, licensee, licensor, or other person or entity that, at any time during Executive’s employment with the Company, had a business relationship with the Company, or any person or entity whose business the Company was soliciting or attempting to solicit at the time of Executive’s termination, (a) with whom Executive had contact, or for whom Executive performed services, to any extent, during her employment with the Company, and (b) with whom Executive did not have a business relationship prior to her employment with the Company; (ii) solicit, entice, attempt to solicit or entice, or accept business from any such client, customer, supplier, vendor, licensee, licensor, person, or entity; or (iii) interfere or attempt to interfere with any aspect of the business relationship between the Company and any such client, customer, supplier, vendor, licensee, licensor, person, or entity; and

(c) Executive shall not, at any time during her employment with the Company and for a period of 12 months thereafter, either directly or indirectly, on her own behalf or on behalf of any other person or entity: (i) solicit, invite, induce, cause, or encourage any director, officer, employee, agent, representative, consultant, or contractor of the Company to alter or terminate her, her, or its employment, relationship, or affiliation with the Company; (ii) interfere or attempt to interfere with any aspect of the relationship between the Company and any such director, officer, employee, agent, representative, consultant, or contractor; or (iii) engage, hire, or employ, or cause to be engaged, hired, or employed, in any capacity whatsoever, any such director, officer, employee, agent, representative, consultant, or contractor.

(d) Executive represents, warrants, agrees, and understands that: (i) the covenants and agreements set forth in the Paragraph 8 of the Agreement are reasonable in their geographic scope, temporal duration, and content; (ii) the Company’s agreement to employ Executive, and a portion of the compensation to be paid to Executive hereunder, are in consideration for such covenants and Executive’s continued compliance therewith; (iii) Executive shall not raise any issue of, nor contest or dispute, the reasonableness of the geographic scope, temporal duration, or content of such covenants and agreements in any proceeding to enforce such covenants and agreements; (iv) the enforcement of any remedy under the Agreement will not prevent Executive from earning a livelihood, because Executive’s past work history and abilities are such that Executive can reasonably expect to find work in other areas and lines of business; (v) the covenants and agreements set forth in the Paragraph 8 of the Agreement are essential for the Company’s reasonable protection, are designed to protect the Company’s legitimate business interests, and are necessary and implemented for legitimate business reasons; and (vi) in entering into the Agreement, the Company has relied upon Executive’s representation that he will comply in full with the covenants and agreements set forth in the Paragraph 8 of the Agreement.

Confidentiality .

(a) The Employee Proprietary Information and Inventions Agreement between the Company and Executive remains in full effect, is hereby reaffirmed, is attached hereto as Exhibit A and is incorporated by reference as if fully set forth herein.

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(b) Protected Disclosures. Executive understands that nothing contained in this Agreement limits Executive’s ability to communicate with any federal, state or local governmental agency or commission, including to provide documents or other information, without notice to the Company. Executive also understands that nothing in this Agreement limits Executive’s ability to share compensation information concerning Executive or others, except that this does not permit Executive to disclose compensation information concerning others that Executive obtains because Executive’s job responsibilities require or allow access to such information.

(c) Defend Trade Secrets Act of 2016. Executive understands that pursuant to the federal Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

10.

Indemnification .

The Indemnification Agreement between the Company and Executive is attached hereto as Exhibit B and incorporated by reference as if fully set forth herein.

11.

Cooperation .

(a) Executive agrees to cooperate on a reasonable basis in the truthful and honest prosecution and/or defense of any claim in which the Company, its affiliates, and/or its subsidiaries may have an interest (subject to reasonable limitations concerning time and place), which may include without limitation making herself available on a mutually agreed, reasonable basis to participate in any proceeding involving the Company, its affiliates, and/or its subsidiaries, allowing himself to be interviewed by representatives of the Company, its affiliates, and/or its subsidiaries without asserting or claiming any privilege against the Company, its affiliates, and/or its subsidiaries, appearing for depositions and testimony without requiring a subpoena and without asserting or claiming any privilege against the Company, its affiliates, and/or its subsidiaries, and producing and/or providing any documents or names of other persons with relevant information without asserting or claiming any privilege against the Company, its affiliates, and/or its subsidiaries; provided that, if such services are required after termination of the Agreement, the Company, its affiliates, and/or its subsidiaries shall provide Executive with reasonable compensation for the time actually expended in such endeavors and shall pay her reasonable expenses incurred at the prior and specific request of the Company, its affiliates, and/or its subsidiaries.

(b) Nothing in the provision shall be construed or applied so as to obligate Executive to violate the law or any legal obligation. Further, nothing in the Agreement shall be construed as, or shall interfere with, abridge, limit, restrain, or restrict Executive’s right to communicate with any federal, state, or local government agency charged with the enforcement and/or investigation of claims of discrimination, harassment, retaliation, improper wage payments, or any other unlawful employment practices under federal, state, or local law, or to

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file a charge, claim, or complaint with, or participate in or cooperate with any investigation or proceeding conducted by, any such agency.

12.

Remedies .

Executive acknowledges and agrees that the Company’s remedy at law for a breach or threatened breach of the provisions of the Agreement would be inadequate and, in recognition of the fact, in the event of a breach or threatened breach by Executive of any provision of the Agreement, it is agreed that, in addition to any available remedy at law, the Company shall be entitled to, without posting any bond, specific performance, a temporary restraining order, a temporary or permanent injunction, or any other equitable relief or remedy which may then be available; provided, however, nothing herein shall be deemed to relieve the Company of its burden to prove grounds warranting such relief nor preclude Executive from contesting such grounds or facts in support thereof Nothing herein contained shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach thereof.

13.

Applicable Laws and Consent to Jurisdiction .

The validity, construction, interpretation, and enforceability of the Agreement shall be determined and governed by the laws of the Commonwealth of Massachusetts without giving effect to the principles of conflicts of law. For the purpose of litigating any dispute that arises under the Agreement, the parties hereby consent to exclusive jurisdiction of, and agree that such litigation shall be conducted in, any state or federal court located in the Commonwealth of Massachusetts.

14.

Severability .

The provisions of the Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. The parties agree that the covenants set forth herein are reasonable. Without limiting the foregoing, it is the intent of the parties that the covenants set forth herein be enforced to the maximum degree permitted by applicable law. As such, the parties ask that if any court of competent jurisdiction were to consider any provisions of the Agreement to be overly broad based on the circumstances at the time enforcement is requested, that such court “blue pencil” the provision and enforce the provision to the full extent that such court deems it to be reasonable in scope.

15.

Miscellaneous, Waiver .

Executive further agrees that the Agreement, together with the Exhibits incorporated by reference as if fully set forth herein, sets forth the entire employment agreement between the Company and Executive, supersedes any and all prior agreements between the Company and Executive, and shall not be amended or added to accept in a writing signed by the Company and Executive. Neither e-mail correspondence, text messages, nor any other electronic communications constitutes a writing for purposes of the Paragraph 15. Executive understands that she may not assign her duties and obligations under the Agreement to any other party and that the Company may, at any time and without further action or the consent of the Executive,

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assign the Agreement to any of its affiliated companies. In entering into and performing under the Agreement, neither the Company nor Executive has relied upon any promises, representations, nor statements except as expressly set forth herein.

16.

Counterparts .

The Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same agreement.

17.

Successors and Assigns .

The Agreement shall be binding on the successors and heirs of Executive and shall inure to the benefit of the successors and assigns of the Company.

18. Compliance with Section 409A of the Internal Revenue Code of 1986, as Amended (Section 409A) .

(a) Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Paragraph 7 of the Agreement shall be made in reliance upon Treas. Reg. Section 1.409A-1(b)(9) (Separation Pay Plans) or Treas. Reg. Section 1.409A-1 (b)(4) (Short-Term Deferrals), as applicable. For the purpose, each payment (including each monthly installment) shall be considered a separate and distinct payment, and each payment made in reliance on Treas. Reg. Section 1.409A-1(b)(9) shall only be payable if the Executive’s termination of employment constitutes a “separation from service” within the meaning of Treas. Reg. Section 1,409A* 1(h).

(b) Notwithstanding anything contained in the Agreement to the contrary, no amount payable on account of Executive’s termination of employment which constitutes a “deferral of compensation” (“Section 409A Deferred Compensation”) within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “Section 409A Regulations”) shall be paid unless and until Executive has incurred a “separation from service”, and if the 60-day payment period set forth under Paragraphs 7(a) or 7(d) of the Agreement commences in one taxable year and ends in another, then payment under such paragraphs shall not be made until the second taxable year. For purposes of the Agreement, “separation from service” shall have the meaning of such term as defined by the Section 409A Regulations, and each payment shall be considered a separate and distinct payment. Furthermore, if Executive is a “specified employee” within the meaning of the Section 409A Regulations as of the date of Executive’s separation from service, no amount that constitutes Section 409A Deferred Compensation which is payable on account of Executive’s separation from service shall be paid to Executive before the date (the “Delayed Payment Date”) which is first business day of the seventh month after the date of Executive’s separation from service or, if earlier, the date of Executive’s death following such separation from service. All such amounts that would, but for the Paragraph, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

(c) To the extent that all or any portion of the Company’s payment of benefits or reimbursements or in-kind benefits provided to Executive (the “Company-Provided Benefits”) would constitute Section 409A Deferred Compensation, then, for the duration of the applicable

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period during which the Company is required to provide such benefits: (a) the amount of Company-Provided Benefits furnished in any taxable year of Executive shall not affect the amount of Company-Provided Benefits furnished in any other taxable year of Executive; (b) any right of Executive to Company-Provided Benefits shall not be subject to liquidation or exchange for another benefit; and (c) any reimbursement for Company-Provided Benefits to which Executive is entitled shall be paid no later than the last day of Executive’s taxable year following the taxable year in which Executive’s expense for such Company-Provided Benefits was incurred.

(d) The Company intends that income provided to Executive pursuant to the Agreement will not be subject to taxation under Section 409A of the Code. The provisions of the Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A and the Section 409A Regulations. However, the Company does not guarantee any particular tax effect for income provided to Executive pursuant to the Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to Executive, the Company shall not be responsible for the payment of any applicable taxes incurred by Executive on compensation paid or provided to Executive pursuant to the Agreement.

19.

Limitation on Payments .

(a) In the event that the post-termination payments and other benefits provided for in the Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Paragraph 19, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s post-termination payments benefits will be either: (a) delivered in full, or delivered as to such lesser extent which would result in no portion of such post-termination payments or other post-termination benefits being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive on an after-tax basis, of the greatest amount of post-termination payments or benefits, notwithstanding that all or some portion of such post-termination payments or benefits may be taxable under Section 4999 of the Code. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such post-termination payments or benefits is subject to the excise tax under Section 4999 of the Code, the reduction shall occur in the following order: (i) reduction of the post-termination payments under Paragraph 7; (ii) reduction of other cash payments, if any; (iii) cancellation of accelerated vesting of equity awards; and (iv) reduction of continued employee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event shall the Executive have any discretion with respect to the ordering of payment reductions.

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by the Paragraph 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Paragraph 19.

20.

Notices .

Any notice required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered or if sent by registered or certified mail, postage prepaid, with return receipt requested, addressed: (a) in the case of the Company, to Juniper Pharmaceuticals, Inc., 33 Arch Street, 31 ^st floor, Boston, MA, 02109, attn.: Company CEO, and (b) in the case of Executive, to Executive’s last known address as reflected in the Company’s records, or to such other address as Executive shall designate by written notice to the Company. Any notice given hereunder shall be deemed given at the time of receipt thereof by the person to whom such notice is given.

IN WITNESS WHEREOF, the parties have executed the Agreement as of the dates set forth below.

EXECUTIVE		Juniper Pharmaceuticals, Inc.

/s/ Alicia Secor		/s/ James A. Geraghty
Alicia Secor		James A. Geraghty
		Chairman, Board of Directors

Date: April 12, 2017		Date: March 16, 2017

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Exhibit A

EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

The Employee Proprietary Information and Inventions Agreement (the “Agreement”) is made as of June 29, 2016 , between Alicia Secor (referred to below as T, “My”, “Myself, or “Me”) and Juniper Pharmaceuticals, Inc., having an office at 33 Arch Street, Suite 3110, Boston, MA, 02110 (referred to below together with its subsidiaries and affiliates as the “Company”).

RECITALS

A. The Company is engaged in a continuous program of research, development, production, distribution, and marketing with respect to its present and future business; and

B. I understand that My employment with the Company creates a relationship of confidence and trust between the Company and Me with respect to any information: (a) applicable to the business of the Company, or (b) applicable to the business of any client or customer of the Company, that may be made known to Me by the Company, any client or customer of the Company, or learned by Me during the period of My employment. I understand that the information constitutes a very valuable asset of the Company.

NOW, THEREFORE, in consideration of My employment by the Company and the salary and other employee benefits I will receive from the Company for My service, which in all cases are subject to Section 10 (a) of the Agreement, I hereby agree as follows:

1. Proprietary Information . The Company possesses and will come to possess information that has been created, discovered or developed, or has otherwise become known to the Company (including without limitation, information created, discovered, developed or made known by or to Me arising out of My employment by the Company), and/or in which property rights have been assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged. All of the aforementioned information is hereinafter called “Proprietary Information.” Any information disclosed to Me or to which I have access (whether I or others originated it) during the time I am employed by the Company, that the Company or I reasonably consider Proprietary Information or that the Company treats as Proprietary Information, will be presumed to be Proprietary Information.

By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, formulae, data and know-how, improvements, inventions, techniques, marketing plans, strategies, forecasts, customer lists, and finance and business systems.

(a) Company as Sole Owner . I agree and acknowledge that all Proprietary Information, and all Inventions (defined below in Section 5(a) of the Agreement), shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all patents and trade secrets and any other rights in connection therewith.

(b) Assignment of Rights: Obligation of Confidentiality . I hereby assign to the Company any rights I may have or acquire in all Proprietary Information. At all times during My employment by the Company and at all times after termination of such employment, I will

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keep in confidence and trust all Proprietary Information and, except as I may be authorized to make disclosure in the ordinary course of performing My duties as an employee of the Company, I will not disclose, sell, use, lecture upon or publish any Proprietary Information or anything relating to it without the prior written consent of the Company.

2. Retention of Rights . Notwithstanding any other provision hereof, nothing in the Agreement shall be construed as, or shall interfere with, abridge, limit, restrain, or restrict My right: (i) to engage in any activity or conduct protected by Section 7 or any other provision of the National Labor Relations Act; or (ii) to communicate with any federal, state, or local government agency charged with the enforcement and/or investigation of claims of discrimination, harassment, retaliation, improper wage payments, or any other unlawful employment practices under federal, state, or local law, or to file a charge, claim, or complaint with, or participate in or cooperate with any investigation or proceeding conducted by, any such agency.

3. Other Proprietary Rights . All documents, data, records, apparatus, equipment, chemicals, molecules, organisms, and other physical property, whether or not pertaining to Proprietary Information, furnished to Me by the Company or produced by Me or others in connection with My employment shall be and remain the sole property of the Company and shall be returned promptly to the Company as and when requested by the Company. Should the Company not so request, I shall return and deliver all such property upon termination of My employment by Me or the Company for any reason and I will not take with Me any such property or any reproduction of such property upon such termination.

4. No Solicitation . I agree that for a period of one (1) year following termination of My employment, I will not solicit or in any manner encourage any employee of the Company to leave the Company’s employ.

5. Obligations Regarding Inventions .

(a) I will promptly disclose to the Company, or any persons designated by it, and will not use Myself or disclose to anyone else at any time during or after My employment without the prior written consent of the Company, all improvements, inventions, formulae, processes, techniques, know-how and data (whether or not they can be patented, trademarked or copyrighted), made, conceived, reduced to practice or learned by Me, either alone or jointly with others, during the period of my employment, which are related to or useful in the business of the Company, or which the Company would be interested in, or result from tasks assigned to Me by the Company, or result from use of any premises owned, leased or contracted for by the Company (all said improvements, inventions, formulae, processes, techniques, know-how, and data initiated or developed during My employment shall be collectively hereinafter called “Inventions”); such disclosure shall continue after termination of My employment with the Company with respect to any Invention, which in all cases are subject to Section 5(c) of the Agreement.

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with respect to any such Invention, keep current, accurate and complete records that will belong to the Company and will be kept stored on the Company premises while I am employed by the Company and shall be turned over to the Company immediately upon termination of My employment.

(c) Assignment of Inventions and Patent Rights; Duty to Cooperate . I hereby assign to the Company any rights I may have or acquire in all Inventions. I further agree as to all Inventions and Proprietary Information to assist the Company in every proper way (but at the Company’s expense) to obtain and from time to time enforce Patent Rights regarding the Inventions or Proprietary Information in any and all countries, and to that end I will execute all documents for use in applying for and obtaining such patents or copyrights thereon and enforcing same, as the Company may desire, together with any assignments thereof to the Company or entities or persons designated by it. I agree further that these obligations to assist the Company in obtaining and enforcing Patent Rights in any and all countries shall continue beyond the termination of My employment, in return for which assistance after termination the Company shall compensate Me at a reasonable rate for time actually spent by Me at the Company’s request on such assistance.

6. Prior Inventions List . [Please initial one of the following two entries.]

As a matter of record, I have attached hereto a complete list of all inventions or improvements relevant to the subject matter of My employment by the Company which have been made or conceived or first reduced to practice by Me alone or jointly with others prior to My employment by the Company which I desire to remove from the operation of the Agreement; and I warrant that such list is complete.

AMS No such list is attached to the Agreement, and I represent that I have made no such inventions or improvements prior to or My employment by the Company.

7. No Breach of Confidentiality . I represent that My performance of all terms of the Agreement and that My employment by the Company does not and will not breach any obligation of confidentiality that I have to others, which existed prior to My employment by the Company. I have not brought or used, and will not bring with Me to the Company or use any equipment, supplies, facility or trade secret information of any former employer or any other person, which information is not generally available to the public, unless I have obtained written authorization for their possession and use, and promptly provided such written authorization to the Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict with the Agreement.

8. Injunctive Relief . I acknowledge and agree that the Company’s remedy at law for a breach or threatened breach of any of the provisions of the Agreement would be inadequate and, in recognition of that fact, in the event of any such breach or threatened breach, I agree that, in addition to its remedy at law, the Company shall be entitled to equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available. Nothing herein contained shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach.

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9. Not Debarred . I warrant and represent that I have never been, and am not currently an individual who has been, debarred by the United States Food and Drug Administration (“FDA”) pursuant to 21 U.S.C. § 335a(a) or (b) (“Debarred Individual”) from providing services in any capacity to a person that has an approved or pending drug product application. I further warrant and represent that I have no knowledge of any FDA investigations of, or debarment proceedings against, Me or any person or entity with which I am, or have been, associated, and I will immediately notify the Company if I become aware of any such investigations or proceedings during the term of My employment with the Company.

10. Miscellaneous Provisions .

(a) Employment . Nothing in the Agreement shall alter My “at will” employee status or be construed to create a specific term of employment or a promise of continued employment. Either I or the Company may terminate the employment relationship for any reason at any time, with or without notice.

(b) Enforceability . If one or more of the provisions contained in the Agreement shall, for any reason, be held to be excessively broad as to scope, activity, subject or otherwise, so as to be unenforceable at law, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with then applicable law. If any provision of the Agreement shall be declared invalid, illegal or unenforceable, such provision shall be severed and all remaining provisions shall continue in full force and effect.

(c) Assignment . The Agreement is not assignable by Me without the written consent of the Company, which consent may be withheld for any reason or no reason. In light of the very personal and critical nature of the Agreement, I recognize that it is unlikely such consent would ever be granted.

(d) Entire Agreement . The Agreement contains the entire agreement between Me and the Company with respect to the subject matter of the Agreement. The Agreement may be amended only by a written instrument signed by Me and the Company.

(e) Effective Date . The Agreement shall be effective as of the first day of My employment by the Company, as affirmed or reaffirmed by my signature below.

(f) Binding Effect . The Agreement shall be binding upon Me, My heirs, executors, assigns and administrators and shall inure to the benefit of the Company, its successors and assigns.

(g) Governing Law . The Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its rules on conflicts of law.

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Exhibit B

INDEMNIFICATION AGREEMENT

The Agreement (“Agreement”) is made and entered into as of the ___ day of June, 2016, by and between Juniper Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”) and Alicia Secor (“Indemnitee”).

WHEREAS the Board of Directors (the “Board”) has determined that the best interests of the Corporation require that persons serving as directors of, and in other capacities for, the Corporation receive better protection from the risk of claims and actions against them arising out of their service to and activities on behalf of the Corporation; and

WHEREAS, the Agreement is a supplement to and in furtherance of Article VI of the amended and restated by-laws of the Corporation, any rights granted by the Certification of Incorporation of the Corporation and any resolutions adopted pursuant thereto and shall not be deemed to be a substitute therefore nor to diminish or abrogate any rights of the Indemnitee thereunder; and

WHEREAS, Indemnitee is willing to serve, continue to serve and take on additional service for or on behalf of the Corporation on the condition that Indemnitee be indemnified according to the terms of the Agreement;

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Corporation and Indemnitee do hereby covenant and agree as follows:

Section 1. Definitions.

For purposes of the Agreement:

(a) “Change in Control” shall be deemed to have occurred if (a) there shall have consummated (i) any consolidation or merger of Corporation in which Corporation is not the continuing or surviving entity or pursuant to which shares of Corporation’s common stock would be converted to cash, securities or other property, other than a merger of Corporation in which the holders of Corporation’s common stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving entity immediately after the merger, or (ii) any sale, lease, exchange or transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Corporation; or (b) the stockholders of the Corporation approve a plan or proposal for the liquidation or dissolution of the Corporation; or (c) any person (as that term is used in Sections 13(d) and 14(d)(z) of the Securities and Exchange Act, as amended (the “Exchange Act”)) shall become a beneficial owner (within the meaning of Rule 13d-2 under the Exchange Act) of 40% or more of Corporation’s outstanding common stock; or (d) during any period of two consecutive years, individuals who at the beginning of such period constitute the entire Board shall cease for any reason to constitute a majority thereof unless the election, or the nomination for election by Corporation’s stockholders, of each new director was approved by a vote of at least 50% of the directors eligible to vote who were directors at the beginning of the period.

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(b) “Disinterested Director” means a director of the Corporation who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(d) “Expenses” mean all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements and expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

(e) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Corporation or Indemnitee in any other matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or Indemnitee in an action to determine Indemnitee’s rights under the Agreement.

(f) “Proceeding” means an action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative, except one initiated by an Indemnitee pursuant to Section 11 of the Agreement to enforce Indemnitee’s rights under the Agreement.

Section 2. Service by Indemnitee.

Indemnitee agrees to serve as an officer or director of the Corporation, and, at its request, as a director, officer, employee, agent or fiduciary of certain other corporations and entities.

Indemnitee may at any time and for any reason resign from any such position (subject to any other contractual obligation or any obligation imposed by operation of law).

Section 3. Indemnification - General.

The Corporation shall indemnify, and advance Expenses to, Indemnitee as provided in the Agreement to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may thereafter from time to time permit. The rights of indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections of the Agreement.

Section 4. Proceeding Other Than Proceedings by or in the Right of the Corporation.

Indemnitee shall be entitled to the rights of indemnification provided in the Section if, by reason of Indemnitee’s employment or service as an officer or director, Indemnitee is, or is threatened to be made, a party to any threatened, pending or completed Proceeding, other than a Proceeding brought by or in the right of the Corporation to procure a judgment in its favor.

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Pursuant to the Section, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement, actually and reasonable incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Section 5. Proceedings by or in the Right of the Corporation.

Indemnitee shall be entitled to the rights of indemnification provided in the Section if, by reason of her status as an employee or director of the Corporation, Indemnitee is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to the Section, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement, actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation.

Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation if applicable law prohibits such indemnification unless the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that indemnification against Expenses may nevertheless be made by the Corporation.

Section 6. Indemnification for Expenses of a Party Who is Wholly or Partly Successful.

Notwithstanding any other provision of the Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s employment or service as an officer or director, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Corporation shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For the purposes of the Section and without limiting the foregoing, the termination of any claim, issue or matter in any such Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 7. Indemnification for Expenses of a Witness.

Notwithstanding any other provision of the Agreement, to the extent that Indemnitee is, by reason of indemnitee’s employment or service as an officer or director, a witness in any Proceeding, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

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Section 8. Advancement of Expenses.

The Corporation shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within thirty (30) days after the receipt by the Corporation of a statement or statement from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses.

Section 9. Procedure for Determination of Entitlement to Indemnification.

(a) To obtain indemnification under the Agreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Corporation shall, promptly upon receipt of any such request for indemnification, advise the board in writing that Indemnitee has requested indemnification.

(b) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in such case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the stockholders in the manner provided for in clauses (ii) or (iii) or the Section 9(b)) in written opinion to the Board, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors, or (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable, or even if such quorum is obtainable, if such quorum of Disinterested Directors so directs, either (x) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (y) by the stockholders of the Corporation, as determined by such quorum of Disinterested Directors, or a quorum of the Board, as the case may be; or (iii) as provided in Section 10(b) of the Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such persons or entity upon request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the persons or entity making such determination shall be home by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(c) If required, Independent Counsel shall be selected as follows: (i) if a Change of Control shall not have occurred, Independent Counsel shall be selected by the Board by a

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majority vote of a quorum consisting of Disinterested Directors and the Corporation shall give written notice to Indemnitee advising Indemnitee of the identity of Independent Counsel so selected; or (ii) if a Change of Control shall have occurred, Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event (i) shall apply), and Indemnitee shall give written notice to the Corporation advising it of the identity of Independent Counsel so selected. In either event, Indemnitee or the Corporation, as the case may be, may, within seven (7) days after such written notice of selection shall have been given, deliver to the Corporation or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of the Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition the Court of Chancery of the State of Delaware, or any court in the Commonwealth of Massachusetts in which such petition would be cognizable, for resolution of any objection which shall have been made by the Corporation or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Corporation shall pay any and all reasonable fees and expenses incurred by such Independent Counsel in connection with its actions pursuant to the Agreement, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of the Section 9(c) regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding pursuant to Section 1 l(a)(iii) of the Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Section 10. Presumptions and Effects of Certain Proceedings.

(a) If a Change in Control shall have occurred, in making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under the Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of the Agreement, and the Corporation shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.

(b) The person or entity empowered or selected under Section 9 of the Agreement shall make the determination of whether Indemnitee is entitled to indemnification as soon as practicable after receipt by the Corporation of the request therefore.

(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent,

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shall not (except as otherwise expressly provided in the Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Section 11. Remedies of indemnitee.

(a) In the event that (i) a determination is made pursuant to Section 9 or 10 of the Agreement that Indemnitee is not entitled to indemnification under the Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of the Agreement, (iii) the determination of entitlement to indemnification is made by Independent Counsel pursuant to Section 9 of the Agreement and such determination shall not have been made and delivered in a written opinion within ninety (90) days after receipt by the Corporation of the request for indemnification, or (iv) payment of indemnification is not made within thirty (30) days after such determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Sections 9 or 10 of the Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware or the Commonwealth of Massachusetts, of Indemnitee’s entitlement to such indemnification or advancement of Expenses. Indemnitee shall commence such proceeding seeking an adjudication or an award within one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to the Section 11(a).

(b) In the event that a determination shall have been made pursuant to Section 9 of the Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to the Section shall be conducted in all respects as a de novo trial and Indemnitee shall not be prejudiced by any reason of that adverse determination. If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to the Section the Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(c) If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of the Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to the Section, absent (i) a misstatement by Indemnitee or Indemnitee’s representative of a material fact, or an omission of any material fact necessary to make Indemnitee’s or Indemnitee’s representative’s statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable law.

(d) The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to the Section that the procedures and presumptions of the Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of the Agreement.

(e) In the event that Indemnitee, pursuant to the Section, seeks a judicial adjudication of indemnitee’s rights under, or to recover damages for breach of, the Agreement, Indemnitee shall be entitled to recover from the Corporation and shall be indemnified by the Corporation against,

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any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by Indemnitee in such judicial adjudication, but only if indemnitee prevails therein. If it shall be determined that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated.

Section 12. Non-Exclusivity; Survival of Rights; Insurance Subrogation.

(a) The rights of indemnification and to receive advancement of Expenses as provided by the Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the certificate of incorporation or by-laws of the Corporation, any agreement, a vote of stockholders or resolution of directors or otherwise. No amendment, alteration or repeal of the Agreement or any provision hereof shall be effective as to Indemnitee with respect to any action taken or omitted by such Indemnitee in Indemnitee’s employment or service as an officer or director prior to such amendment, alteration or repeal.

(b) To the extent that the Corporation maintains an insurance policy or policies providing liability insurance for directors, officers, employees, agents or fiduciaries of the Corporation or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person serves at the request of the Corporation, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee, agent or fiduciary under such policy or policies.

(c) In the event of any payment under the Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights.

(d) The Corporation shall not be liable under the Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

Section 13. Duration of Agreement.

The Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director, officer, employee, agent or fiduciary of the Corporation or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee served at the request of the Corporation; (b) the final termination of all pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 11 of the Agreement. The Agreement shall be binding upon the Corporation and its successors and assigns and shall inure to the benefit of Indemnitee and Indemnitee’s heirs.

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Section 14. Severability.

If any provision or provisions of the Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of the Agreement (including, without limitation, each portion of any Section of the Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of the Agreement (including, without limitation, each portion of any Section of the Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Section 15. Exception to Right of Indemnification or Advancement of Expenses.

Except as provided in Section 11(e), Indemnitee shall not be entitled to indemnification or advancement of Expenses under the Agreement with respect to any Proceeding, or any claim therein, brought or made by Indemnitee against the Corporation. For the purposes of the Section 15, a Proceeding in the right of the Corporation shall not be deemed to constitute a Proceeding brought or made by the Corporation.

Section 16. Identical Counterparts.

The Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the patty against whom enforceability is sought needs to be produced to evidence the existence of the Agreement.

Section 17. Headings.

The headings of the paragraphs of the Agreement are inserted for convenience only and shall not be deemed to constitute part of the Agreement or to affect the construction thereof.

Section 18. Modification and Waiver.

No supplement, modification or amendment to the Agreement shall be binding unless executed in writing by both of the patties hereto. No waiver of any of the provisions of the Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

Section 19. Notice by Indemnitee.

Indemnitee agrees promptly to notify the Corporation in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder.

Signed on June 29, 2016 in Boston, MA

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I, Jim Geraghty, Chairman of the Board of Directors, certify that the Board of Directors has authorized the Corporation to enter into the Agreement by a resolution adopted at a meeting of the Board held on June ____, 2016.

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Exhibit 10.3

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time hereafter, this “Agreement”) is effective as of April 12, 2017 (the “Effective Date”), and is entered into by and between Juniper Pharmaceuticals, Inc., a Delaware corporation having its corporate offices at 33 Arch St, Suite 3110, Boston, MA, 02110 (the “Company”), and Bridget A. Martell, MD MA (“Executive”).

WITNESSETH:

WHEREAS, the Company wishes to continue to employ Executive on the terms and conditions set forth in this Agreement; and

WHEREAS, the Company and Executive desire to enter into this Agreement so the rights, duties, benefits, and obligations of each regarding Executive’s employment for and by the Company will be fully set forth under the terms and conditions stated within this Agreement;

1. At-will . Executive’s employment will continue to be “at will.” Either the Executive or the Company may terminate the Executive’s employment with the Company at any time for any or no reason, with or without notice. Nothing in this Agreement or in any other statement shall be interpreted to be in conflict with or to eliminate or modify in any way the employment-at-will status of the Executive.

2. Title, Duties .

(a) Executive shall continue to be the Chief Medical Officer and Senior Vice President, Clinical Program Development of the Company. Executive will perform duties customarily associated with such position, including, but not limited to, duties relating to the management of the overall drug development program, medical affairs, and identification, evaluation and development of new product opportunities for the Company and its affiliates,, and such other duties commensurate with the job description as may be assigned to Executive from time to time by the chief executive officer of the Company (the “Company CEO”). Executive’s primary work location shall be an office located in Guildford, Connecticut; provided, however, that Executive will be expected to travel to the Company’s offices located in Boston, Massachusetts and Nottingham, UK to conduct business as needed.

(b) Except as provided in the following sentence, Executive agrees to devote her entire business time and attention to the performance of her duties under this Agreement. The Company acknowledges that Executive currently serves as Clinical Associate Professor, Yale University School of Medicine, and will complete current

commitments as a consultant, the details of which have been separately disclosed to the Company (the “Consulting”) . The Company agrees that Executive may continue to serve in such roles and that Executive may spend such time as is reasonably necessary (which in total is 1 - 2 days per month) to continue to perform her duties for such entities, subject in all respect to the other provisions of this Agreement . If Executive ceases to serve in these roles, she may not serve in any other roles not directly related to her duties to the Company without the prior written approval of the Company’s board of directors (the “Board”) . Executive shall perform her duties for the Company to the best of her ability and shall use her best efforts to further the interests of the Company . Executive acknowledges she will be required to travel as reasonably necessary to perform the services required of her under this Agreement . Executive represents and warrants to the Company that she is able to enter into this Agreement and that her ability to enter into this Agreement and to fully perform her duties hereunder are not limited or restricted by any agreements or understandings between Executive and any other person . For the purposes of this Agreement, the term “person” means any natural person, corporation, partnership, limited liability partnership, limited liability company, or any other entity of any nature . Neither the Company nor Executive is currently aware of any conflict of interest that might exist as a result of Executive’s involvement with Yale University School of Medicine or the Consulting . If, however, the Company, in its reasonable discretion as determined by the Board of Directors at a meeting of the Board at which Executive is presented an opportunity to personally address the Board, determines that a conflict of interest exists between Executive’s employment with the Company and Executive’s involvement with Yale University School of Medicine or the Consulting or any other such role she subsequently serves in, then the Company may require that Executive resign from such other role, or take such other action as the Company determines to resolve such conflict of interest . Executive further agrees to promptly notify the Company if Executive becomes aware of any real or perceived conflict of interest between her role with the Company and her involvement with any other person.

(c) Executive will observe the rules, regulations, policies and/or procedures which the Company may now or hereafter establish governing the conduct of its business, except to the extent that any such rules, regulations, policies and/or procedures may be inconsistent with the terms of this Agreement, in which case the terms of this Agreement shall control.

3. Employment Contract . The Company and Executive acknowledge that the terms of her employment are set forth in this Agreement. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement.

4. Compensation .

(a) Subject to tax withholdings and other legally required deductions, the Company will pay Executive an annual base compensation of $ 360,000 to be paid in accordance with the Company’s normal payroll practices during the term of this Agreement (“Base Salary”). Executive acknowledges and understands that her position of employment with the Company is considered “exempt,” as that term is defined under

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the Fair Labor Standards Act and applicable state or local law . As an exempt employee, Executive is not eligible to receive overtime pay.

(b) In addition to Base Salary, Executive shall be eligible to receive an annual performance bonus as the Board shall, in its sole discretion, deem appropriate based upon the parameters and criteria contained in the Company’s bonus plan and in consultation with the Company’s CEO, which shall range from 0% to 150% of targeted levels, depending on the degree of attainment of pre-established Company goals for a particular year. Executive’s target bonus is equal to 40% of her Base Salary as then in effect. The annual performance bonus if any, shall be paid no later than March 15 following the end of each calendar year in which such bonus was earned.

(d) In addition, Executive will be eligible to receive reimbursement for travel and living expenses incurred in accordance with the Company’s business travel policy.

5. Benefits .

(a) Executive and Executive’s eligible dependents shall be eligible for all employee benefit programs (including any 401 (k), group life insurance, group medical, dental and vision, and short-term and long-term disability policies, plans and programs) generally available to other executive level employees of the Company.

(b) Executive shall be entitled to accrue paid time off (“PTO”) during the term of this Agreement in accordance with the Company’s standard policy and in an amount commensurate with other executive level employees of the Company.

(c) Executive shall be entitled to reimbursement for reasonable business expenses for travel and entertainment incurred on behalf of the Company and other business-related expenses, in each case, upon submission of itemized receipts for such expenses.

6. Termination Upon Death . Executive’s employment shall terminate immediately her death.

7. Compensation Upon Termination .

(a) Subject to Section 7(f), if Executive’s employment is terminated by the Executive’s death or resignation without Good Reason (as that term is defined below), or if Executive is terminated with or without Cause (as that term is defined below),

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Executive shall be entitled to receive (i) the Base Salary through the effective date of termination together with any accrued but unused vacation pay and (ii) in the case of a termination without Cause, the Company shall pay to Executive an additional six (6 ) months of her final Base Salary, which shall be paid to her within 60 days after the date of termination, subject to Paragraph 7(f) and the amount equivalent to six (6 ) months of the Company’s portion of medical and dental benefits if these benefits were elected . Such payment shall be conditioned upon execution and non-revocation by Executive of a release of the Company which the Company shall present to Executive and which Executive shall sign no later than 30 days after the date of termination . Executive shall not be entitled to any annual performance bonus for the year in which such termination occurs.

(b) For the purposes of clause (a) above, “Cause” shall mean (i) willful misconduct by the Executive which is seriously harmful to the Company’s current and lawful business interests, (ii) Executive’s conviction of a felony or misdemeanor, or (iii) Executive’s refusal to carry out the directives of the Company CEO.

(c) Subject to Section 7(f), Executive may terminate her employment hereunder with Good Reason, provided that Executive has first provided written notice of such reason to the Company no later than thirty (30) days after the event or occurrence constituting Good Reason first arises, with such notice affording the Company thirty (30) days, from the date of the Company’s receipt of such notice, to cure the deficiency, and further provided that, upon such cure by the Company, “Good Reason” shall not be deemed to exist for purposes of this Agreement. In the event Executive terminates her employment with Good Reason, the Company shall pay to Executive (i) the Base Salary through the effective date of termination together with any accrued but unused vacation pay and (ii) an additional six (6) months of her final Base Salary, which shall be paid to her within 60 days after the date of termination, subject to Paragraph 7(f) and the amount equivalent to six (6) months of the Company’s portion of medical and dental benefits if these benefits were elected. Such payment shall be conditioned upon execution and non-revocation by Executive of a release of the Company which the Company shall present to Executive and which Executive shall sign no later than 30 days after the date of resignation or termination. Executive shall not be entitled to any annual performance, bonus for the year in which such termination occurs. For the purposes of this clause (c), “Good Reason” shall mean the occurrence of either of the following events without the consent of Executive: (a) a material breach of this Agreement by the Company; or (b) a material reduction in Executive’s responsibility, authority, or duties relative to Executive’s responsibility, authority or duties as outlined in Paragraph 2 above; or (c) a requirement for permanent relocation.

(d) If Executive is terminated without Cause or resigns with Good Reason, in either case within twenty-four (24) months after a Change of Control as defined below, the Company shall pay to Executive: (i) the Base Salary through the effective date of termination together with any accrued but unused vacation pay and (ii) an additional twelve (12) months of her final Base Salary, twelve (12) months of her target annual performance bonus in accordance with Paragraph 4(b), and the amount equivalent to twelve (12) months of the Company’s portion of medical and dental benefits if these

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benefits were elected, which Base Salary, accrued Bonus and the amount equivalent to twelve (12 ) months of the Company’s portion of medical and dental benefits shall be paid to her within 60 days after the date of termination, subject to aph

Such payment shall be conditioned upon execution and non-revocation by Executive of a release of the Company which the Company shall present to Executive and which Executive shall sign no later than 30 days after the date of resignation or termination. In addition, as of the date of termination Executive shall fully vest in all equity granted to her by the Company on or after March 3, 2017. To avoid doubt, the compensation under this Paragraph 7(d) is in place of, and not in addition to, Paragraph 7(a) and (c).

(e) For the purposes of clause (d) above, a “Change of Control” shall occur if an entity, or a group of entities acting together, acquires control of 50% or more of the Company’s voting securities with the power to elect a majority of the Board of Directors.

(f) Notwithstanding anything contained herein to the contrary, all payments and benefits under this Paragraph 7 shall be paid or provided only at the time of a termination of the Executive’s employment that constitutes a “separation from service” from the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if the Executive is a “specified employee” as such term is defined under Section 409A of the Code, any payments described in this Paragraph 7 shall be delayed for a period of six (6) months following the Executive’s separation from service to the extent and up to the amount necessary to ensure such payments are not subject to the penalties and interest under Section 409A of the Code.

8. No Competition . Executive agrees that during the period of her employment by the Company and for a period of one year after the termination of her employment, Executive will not, without the Company’s prior written consent, engage in any employment or other activity for any person, company or entity engaged in any business that is directly competitive with products that the Company is either developing or marketing at the time of the Executive’s termination of employment.

9. Confidentiality .

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information concerning others that Executive obtains because Executive’s job responsibilities require or allow access to such information.

10. Indemnification . The Indemnification Agreement between the Company and Executive, is attached hereto as Exhibit B and incorporated by reference as if fully set forth herein.

11. Cooperation . Executive agrees to cooperate on a reasonable basis in the truthful and honest prosecution and/or defense of any claim in which the Company, its affiliates, and/or its subsidiaries may have an interest (subject to reasonable limitations concerning time and place), which may include without limitation making herself available on a mutually agreed, reasonable basis to participate in any proceeding involving the Company, its affiliates, and/or its subsidiaries, allowing herself to be interviewed by representatives of the Company, its affiliates, and/or its subsidiaries without asserting or claiming any privilege against the Company, its affiliates, and/or its subsidiaries, appearing for depositions and testimony without requiring a subpoena and without asserting or claiming any privilege against the Company, its affiliates, and/or its subsidiaries, and producing and/or providing any documents or names of other persons with relevant information without asserting or claiming any privilege against the Company, its affiliates, and/or its subsidiaries; provided that, if such services are required after termination of this Agreement, the Company, its affiliates, and/or its subsidiaries shall provide Executive with reasonable compensation for the time actually expended in such endeavors and shall pay her reasonable expenses incurred at the prior and specific request of the Company, its affiliates, and/or its subsidiaries.

Nothing in this provision shall be construed or applied so as to obligate Executive to violate the law or any legal obligation. Further, nothing in this Agreement shall be construed as, or shall interfere with, abridge, limit, restrain, or restrict Executive’s right to communicate with any federal, state, or local government agency charged with the enforcement and/or investigation of claims of discrimination, harassment, retaliation, improper wage payments, or any other unlawful employment practices under federal, state, or local law, or to file a charge, claim, or complaint with, or participate in or cooperate with any investigation or proceeding conducted by, any such agency.

12. Remedies . Executive acknowledges and agrees that the Company’s remedy at law for a breach or threatened breach of the provisions of this Agreement would be inadequate and, in recognition of this fact, in the event of a breach or threatened breach by Executive of any provision of this Agreement, it is agreed that, in addition to any available remedy at law, the Company shall be entitled to, without posting any bond, specific performance, a temporary restraining order, a temporary or permanent injunction, or any other equitable relief or remedy

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which may then be available; provided, however, nothing herein shall be deemed to relieve the Company of its burden to prove grounds warranting such relief nor preclude Executive from contesting such grounds or facts in support thereof . Nothing herein contained shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach thereof.

13. Applicable Laws and Consent to Jurisdiction . The validity, construction, interpretation, and enforceability of this Agreement shall be determined and governed by the laws of the Commonwealth of Massachusetts without giving effect to the principles of conflicts of law. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction of, and agree that such litigation shall be conducted in, any state or federal court located in the Commonwealth of Massachusetts.

14. Severability . The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. The parties agree that the covenants set forth herein are reasonable. Without limiting the foregoing, it is the intent of the parties that the covenants set forth herein be enforced to the maximum degree permitted by applicable law. As such, the parties ask that if any court of competent jurisdiction were to consider any provisions of this Agreement to be overly broad based on the circumstances at the time enforcement is requested, that such court “blue pencil” the provision and enforce the provision to the full extent that such court deems it to be reasonable in scope.

15. Miscellaneous, Waiver . Executive further agrees that this Agreement, together with the Exhibits incorporated by reference as if fully set forth herein, sets forth the entire employment agreement between the Company and Executive, supersedes any and all prior agreements between the Company and Executive, and shall not be amended or added to accept in a writing signed by the Company and Executive. Neither e-mail correspondence, text messages, nor any other electronic communications constitutes a writing for purposes of this Section 15 of the Agreement. Executive understands that she may not assign her duties and obligations under this Agreement to any other party and that the Company may, at any time and without further action or the consent of the Executive, assign this Agreement to any of its affiliated companies. In entering into and performing under this Agreement, neither the Company nor Executive has relied upon any promises, representations, or statements except as expressly set forth herein.

16. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same agreement.

17. Successors and Assigns . This Agreement shall be binding on the successors and heirs of Executive and shall inure to the benefit of the successors and assigns of the Company.

18. Notices . Any notice required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered or if sent by registered or certified mail, postage prepaid, with return receipt requested, addressed: (a) in the case of the Company, to Juniper Pharmaceuticals, Inc., at 33 Arch St, Suite 3110, Boston, MA, 02110, attn.: Company CEO, and (b) in the case of Executive, to Executive’s last known address as reflected in the Company’s

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records, or to such other address as Executive shall designate by written notice to the Company . Any notice given hereunder shall be deemed given at the time of receipt thereof by the person to whom such notice is given.

19. Limitation on Payments.

(b) Unless the Company and Executive otherwise agree in writing, any determination required under this Paragraph 19 will be made in writing by an independent firm immediately prior to Change of Control (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company. For purposes of making the calculations required by the Paragraph 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by the Paragraph 19.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set forth below.

EXECUTIVE		JUNIPER PHARMACEUTICALS, INC.

/s/ Bridget A. Martell		/s/ Alicia Secor

Bridget A. Martell, MD MA		Alicia Secor President and Chief Executive Officer

Date: April 12, 2017		Date: April 13, 2017

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Exhibit A

EMPLOYEE PROPRIETARY INFORMATION

AND INVENTIONS AGREEMENT

This Employee Proprietary Information and Inventions Agreement (the “Agreement”) is made as of January 5, 2014 , between Bridget A. Martell, MD MA (referred to below as “I”, “My”, “Myself, or “Me”) and Juniper Pharmaceuticals, having an office at 33 Arch Street, Boston, MA, 02109 (referred to below together with its subsidiaries and affiliates as the “Company”).

RECITALS

A. The Company is engaged in a continuous program of research, development, production, distribution, and marketing with respect to its present and future business; and

B. I understand that My employment with the Company creates a relationship of confidence and trust between the Company and Me with respect to any information: (a) applicable to the business of the Company, or (b) applicable to the business of any client or customer of the Company, that may be made known to Me by the Company, any client or customer of the Company, or learned by Me during the period of My employment. I understand that this information constitutes a very valuable asset of the Company.

(a) Company as Sole Owner . I agree and acknowledge that all Proprietary Information, and all Inventions (defined below in Section 5(a) of this Agreement), shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all patents and trade secrets and any other rights in connection therewith.

(b) Assignment of Rights; Obligation of Confidentiality . I hereby assign to the Company any rights I may have or acquire in all Proprietary Information . At all times during My employment by the Company and at all times after termination of such employment, I will keep in confidence and trust all Proprietary Information and, except as I may be authorized to make disclosure in the ordinary course of performing My duties as an employee of the Company, I will not disclose, sell, use, lecture upon or publish any Proprietary Information or anything relating to it without the prior written consent of the Company.

2. Retention of Rights . Notwithstanding any other provision hereof, nothing in this Agreement shall be construed as, or shall interfere with, abridge, limit, restrain, or restrict My right: (i) to engage in any activity or conduct protected by Section 7 or any other provision of the National Labor Relations Act; or (ii) to communicate with any federal, state, or local government agency charged with the enforcement and/or investigation of claims of discrimination, harassment, retaliation, improper wage payments, or any other unlawful employment practices under federal, state, or local law, or to file a charge, claim, or complaint with, or participate in or cooperate with any investigation or proceeding conducted by, any such agency.

5. Obligations Regarding Inventions .

(a) I will promptly disclose to the Company, or any persons designated by it, and will not use Myself or disclose to anyone else at any time during or after My employment without the prior written consent of the Company, all improvements, inventions, formulae, processes, techniques, know-how and data (whether or not they can be patented, trademarked or copyrighted), made, conceived, reduced to practice or learned by Me, either alone or jointly with others, during the period of My employment, which are related to or useful in the business of the Company, or which the Company would be interested in, or result from tasks assigned to Me by the Company, or result from use of any premises owned, leased or contracted for by the Company (all said improvements, inventions, formulae, processes, techniques, know-how, and data initiated or developed during My employment shall be collectively hereinafter called “Inventions”); such disclosure shall continue after termination of My employment with the Company with respect to any Invention, which in all cases are subject to Section 5(c) of this Agreement.

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(b) Company Sole Owner of Patent Rights . I will promptly and fully disclose the existence and describe the nature of any such Invention to the Company in writing and without request . I agree that all Inventions shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all patents, copyrights, trade secrets, and other intellectual property rights (collectively, “Patent Rights”) in connection therewith . I will, with respect to any such Invention, keep current, accurate and complete records that will belong to the Company and will be kept stored on the Company premises while I am employed by the Company and shall be turned over to the Company immediately upon termination of My employment.

6. Prior Inventions List . [Please initial one of the following two entries.]

As a matter of record, I have attached hereto a complete list of all inventions or improvements relevant to the subject matter of My employment by the Company which have been made or conceived or first reduced to practice by Me alone or jointly with others prior to My employment by the Company which I desire to remove from the operation of this Agreement; and I warrant that such list is complete.

X No such list is attached to this Agreement, and I represent that I have made no such inventions or improvements prior to or My employment by the Company.

7. No Breach of Confidentiality . I represent that My performance of all terms of this Agreement and that My employment by the Company does not and will not breach any obligation of confidentiality that I have to others, which existed prior to My employment by the Company. I have not brought or used, and will not bring with Me to the Company or use any equipment, supplies, facility or trade secret information of any former employer or any other person, which information is not generally available to the public, unless I have obtained written authorization for their possession and use, and promptly provided such written authorization to the Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict with this Agreement.

8. Injunctive Relief . I acknowledge and agree that the Company’s remedy at law for a breach or threatened breach of any of the provisions of this Agreement would be inadequate and, in recognition of that fact, in the event of any such breach or threatened breach, I agree that, in

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addition to its remedy at law, the Company shall be entitled to equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available . Nothing herein contained shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach.

9. Not Debarred . I warrant and represent that I have never been, and am not currently an individual who has been, debarred by the United States Food and Drug Administration (“FDA”) pursuant to 21 U.S.C. §335a (a) or (b) (“Debarred Individual”) from providing services in any capacity to a person that has an approved or pending drug product application. I further warrant and represent that I have no knowledge of any FDA investigations of, or debarment proceedings against, Me or any person or entity with which I am, or have been, associated, and I will immediately notify the Company if I become aware of any such investigations or proceedings during the term of My employment with the Company.

10. Miscellaneous Provisions .

(a) Employment . Nothing in this Agreement shall alter My “at will” employee status or be construed to create a specific term of employment or a promise of continued employment. Either I or the Company may terminate the employment relationship for any reason at any time, with or without notice.

(b) Enforceability . If one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to scope, activity, subject or otherwise, so as to be unenforceable at law, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with then applicable law. If any provision of this Agreement shall be declared invalid, illegal or unenforceable, such provision shall be severed and all remaining provisions shall continue in full force and effect.

(c) Assignment . This Agreement is not assignable by Me without the written consent of the Company, which consent may be withheld for any reason or no reason. In light of the very personal and critical nature of this Agreement, I recognize that it is unlikely such consent would ever be granted.

(d) Entire Agreement . This Agreement contains the entire agreement between Me and the Company with respect to the subject matter of this Agreement. This Agreement may be amended only by a written instrument signed by Me and the Company.

(e) Effective Date . This Agreement shall be effective as of the Effective Date.

(f) Binding Effect . This Agreement shall be binding upon Me, My heirs, executors, assigns and administrators and shall inure to the benefit of the Company, its successors and assigns.

(g) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its rules on conflicts of law.

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JUNIPER PHARMACEUTICALS, INC.		EXECUTIVE

/s/ Frank C. Condella Jr.		/s/ Bridget A. Martell

Frank C. Condella Jr. President and Chief Executive Officer		Bridget A. Martell

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Exhibit B

INDEMNIFICATION AGREEMENT

This Agreement (“Agreement”) is made and entered into as of the 5th day of January 2015, by and between Columbia Laboratories, Inc., a Delaware corporation (the “Corporation”) and Bridget A. Martell (“Indemnitee”).

WHEREAS, this Agreement is a supplement to and in furtherance of Article VI of the amended and restated by-laws of the Corporation, any rights granted by the Certification of Incorporation of the Corporation and any resolutions adopted pursuant thereto and shall not be deemed to be a substitute therefore nor to diminish or abrogate any rights of the Indemnitee thereunder; and

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Corporation and Indemnitee do hereby covenant and agree as follows:

Section 1. Definitions.

For purposes of this Agreement:

(b) “Disinterested Director” means a director of the Corporation who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(f) “Proceeding” means an action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative, except one initiated by an Indemnitee pursuant to Section 11 of this Agreement to enforce Indemnitee’s rights under this Agreement.

Section 2. Services by Indemnitee.

Indemnitee agrees to serve as an officer or director of the Corporation, and, at its request, as a director, officer, employee, agent or fiduciary of certain other corporations and entities. Indemnitee may at any time and for any reason resign from any such position (subject to any other contractual obligation or any obligation imposed by operation of law).

Section 3. Indemnification - General.

The Corporation shall indemnify, and advance Expenses to, Indemnitee as provided in this Agreement to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections of this Agreement.

Section 4. Proceeding Other Than Proceedings by or in the Right of the Corporation.

Indemnitee shall be entitled to the rights of indemnification provided in this Section if, by reason of Indemnitee’s employment or service as an officer or director, Indemnitee is, or is threatened to be made, a party to any threatened, pending or completed Proceeding, other than a Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement, actually and reasonable incurred by Indemnitee or on

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Indemnitee’s behalf in connection with any such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Section 5. Proceedings by or in the Right of the Corporation.

Indemnitee shall be entitled to the rights of indemnification provided in this Section if, by reason of her status as an employee or director of the Corporation, Indemnitee is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement, actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation if applicable law prohibits such indemnification unless the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that indemnification against Expenses may nevertheless be made by the Corporation.

Section 6. Indemnification for Expenses of a Party Who is Wholly or Partly Successful.

Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s employment or service as an officer or director, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Corporation shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For the purposes of this Section and without limiting the foregoing, the termination of any claim, issue or matter in any such Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 7. Indemnification for Expenses of a Witness.

Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s employment or service as an officer or director, a witness in any Proceeding, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Section 8. Advancement of Expenses.

The Corporation shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within thirty (30) days after the receipt by the Corporation of a

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statement or statement from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses.

Section 9. Procedure for Determination of Entitlement to Indemnification.

(a) To obtain indemnification under this Agreement in connection with any Proceeding, and for the duration thereof, Indemnitee shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Corporation shall, promptly upon receipt of any such request for indemnification, advise the board in writing that Indemnitee has requested indemnification.

(b) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in such case: (i) if a Change in Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the stockholders in the manner provided for in clauses (ii) or (hi) or this Section 9(b)) in written opinion to the Board, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors, or (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable, or even if such quorum is obtainable, if such quorum of Disinterested Directors so directs, either (x) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (y) by the stockholders of the Corporation, as determined by such quorum of Disinterested Directors, or a quorum of the Board, as the case may be; or (iii) as provided in Section 10(b) of this Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such persons or entity upon request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the persons or entity making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(c) If required, Independent Counsel shall be selected as follows: (i) if a Change of Control shall not have occurred, Independent Counsel shall be selected by the Board by a majority vote of a quorum consisting of Disinterested Directors and the Corporation shall give written notice to Indemnitee advising Indemnitee of the identity of Independent Counsel so selected; or (ii) if a Change of Control shall have occurred, Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the

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Board, in which event (i) shall apply), and Indemnitee shall give written notice to the Corporation advising it of the identity of Independent Counsel so selected. In either event, Indemnitee or the Corporation, as the case may be, may, within seven (7) days after such written notice of selection shall have been given, deliver to the Corporation or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition the Court of Chancery of the State of Delaware, or any court in the Commonwealth of Massachusetts in which such petition would be cognizable, for resolution of any objection which shall have been made by the Corporation or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Corporation shall pay any and all reasonable fees and expenses incurred by such Independent Counsel in connection with its actions pursuant to this Agreement, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 9(c) regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding pursuant to Section 11(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Section 10. Presumptions and Effects of Certain Proceedings.

(a) If a Change in Control shall have occurred, in making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Corporation shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.

(b) The person or entity empowered or selected under Section 9 of this Agreement shall make the determination of whether Indemnitee is entitled to indemnification as soon as practicable after receipt by the Corporation of the request therefore.

(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the

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best interests of the Corporation or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Section 11. Remedies of Indemnitee.

(a) In the event that (i) a determination is made pursuant to Section 9 or 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) the determination of entitlement to indemnification is made by Independent Counsel pursuant to Section 9 of this Agreement and such determination shall not have been made and delivered in a written opinion within ninety (90) days after receipt by the Corporation of the request for indemnification, or (iv) payment of indemnification is not made within thirty (30) days after such determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Sections 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware or the Commonwealth of Massachusetts, of Indemnitee’s entitlement to such indemnification or advancement of Expenses. Indemnitee shall commence such proceeding seeking an adjudication or an award within one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 11(a).

(b) In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo trial and Indemnitee shall not be prejudiced by any reason of that adverse determination. If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section the Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(c) If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section, absent (i) a misstatement by Indemnitee or Indemnitee’s representative of a material fact, or an omission of any material fact necessary to make Indemnitee’s or Indemnitee’s representative’s statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition of such indemnification under applicable law.

(d) The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement.

(e) In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of Indemnitee’s rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Corporation and shall be indemnified by the Corporation against, any and all expenses (of the kinds described in the definition of Expenses) actually and reasonably incurred by Indemnitee in such judicial adjudication, but only if Indemnitee prevails therein. If it shall be determined that Indemnitee is entitled to receive part but not all of the

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indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated.

Section 12. Non-Exclusivity; Survival of Rights; Insurance Subrogation.

(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the certificate of incorporation or by-laws of the Corporation, any agreement, a vote of stockholders or resolution of directors or otherwise. No amendment, alteration or repeal of this Agreement or any provision hereof shall be effective as to Indemnitee with respect to any action taken or omitted by such Indemnitee in Indemnitee’s employment or service as an officer or director prior to such amendment, alteration or repeal.

(c) In the event of any payment under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights.

(d) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

Section 13. Duration of Agreement.

This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director, officer, employee, agent or fiduciary of the Corporation or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee served at the request of the Corporation; (b) the final termination of all pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 11 of this Agreement. This Agreement shall be binding upon the Corporation and its successors and assigns and shall inure to the benefit of Indemnitee and Indemnitee’s heirs.

Section 14. Severability.

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the

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remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Section 15. Exception to Right of Indemnification or Advancement of Expenses.

Except as provided in Section 11(e), Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by Indemnitee against the Corporation. For the purposes of this Section 15, a Proceeding in the right of the Corporation shall not be deemed to constitute a Proceeding brought or made by the Corporation.

Section 16. Identical Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 17. Headings.

The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

Section 18. Modification and Waiver.

No supplement, modification or amendment to this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

Section 19. Notice by Indemnitee.

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COLUMBIA LABORATORIES, INC.
/s/ Bridget A. Martell	By /s/ Frank C. Condella, Jr.
Bridget A. Martell, Indemnitee	Name: Frank C. Condella, Jr. Title: President and Chief Executive Officer

Signed on January 5, 2015 in Boston, MA

I, Frank C. Condella, Jr., President and CEO certify that the Board of Directors has authorized the Corporation to enter into this Agreement by a resolution adopted at a meeting of the Board held on December 15, 2014.

/s/ Frank C. Condella, Jr.

Frank C. Condella, Jr

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Exhibit 10.4

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made this 27 ^th day of April, 2017 (the “Effective Date”).

BETWEEN:

(1)	Juniper Pharma Services, Limited (company number 3397582) whose registered office is at 8 Orchard Place, Nottingham Business Park, Nottingham, Nottinghamshire NG8 6PX (“the Company”); and

(2)	DR. NIKIN PATEL (“you”).

IT IS AGREED as follows

1.	DEFINITIONS

1.1	In this agreement the following expressions have the meanings set out next to them


“the Company”,	Juniper Pharma Services, Limited of 8 Orchard Place, Nottingham Business Park, Nottingham, Nottinghamshire NG8 6PX.
“you”	Dr. Nikin Patel.
“Associated Employer”	As defined in the Employment Rights Act 1996.
“the Board”	means the board of directors of the Company for the time being.
“person”	Any individual, firm, partnership, association (whether incorporated or otherwise), private members club, company, corporation, joint venture, trust, organisation or other incorporated or unincorporated body (in each case whether or not having separate legal personality).
“the employment”	your employment under this agreement.
“Inventions”	The matters set out in sub-clause 25.1.
“Intellectual Property”	Patents, trade marks and service marks (whether registered or unregistered), rights in trade or business names, copyrights (including rights in computer software), registered and unregistered designs, design copyrights, design rights and rights in designs and moral rights (whether or not any of these are registered and including applications for registration of any such thing and renewals and extensions of them) capable of subsisting under English law and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world.

1.2	Words and expressions defined in the Companies Act 2006 will, unless they are otherwise defined in this agreement, or the context otherwise requires, bear the same meaning in this agreement.

2.	INTERPRETATION

2.1	In this agreement, the headings and table of contents are inserted for convenience only and do not affect its interpretation or construction.

2.2	In this agreement, references to clauses, sub-clauses and schedules are, unless otherwise stated, to clauses and sub-clauses of and schedules to this agreement. References to this agreement include clauses and sub-clauses of and schedules to this agreement.

2.3	In this agreement, unless the context does not so admit, references to the singular include the plural and vice versa.

2.4	In this agreement, unless the context does not so admit, references to the masculine, feminine or neuter include each of them.

2.5	In this agreement, references to statutes or to statutory instruments include all re-enactments, amendments, extensions or modifications of them and any regulations made under them.

2.6	In this agreement ‘writing’ or ‘written’ shall include any means of visible reproduction.

3.	Effective Date

This Agreement, if fully executed, shall become effective on the Effective Date.

4.	PERIOD CONTINUOUSLY EMPLOYED

For the purposes of the Employment Rights Act 1996 your period of continuous employment began on 1 October 1998. No employment with a previous employer shall count towards your period of continuous employment with the Company.

5.	FORMER AGREEMENTS

5.1

This agreement amends, supersedes, replaces and is in substitution for all previous employment agreements, whether oral or in writing, express or implied and whether of an employment nature or otherwise, between you and the Company, including without limitation the Employment Agreement dated September 12, 2013 between you and the Company. All subsisting agreements are terminated by mutual consent with immediate effect.

6.	JOB TITLE AND DESCRIPTION

6.1

You shall continue to be the President of the Company and the Chief Operating Officer of Juniper Pharmaceuticals Inc. In circumstances where you are suspended, whether pursuant to clause 30 of this agreement or otherwise or at any time after either party has served notice to terminate the employment or otherwise purports to do so, the Company may, at its sole and absolute discretion, appoint any other person to carry out your duties and/or exercise any of your powers.

6.2	In addition to the duties which the position set out in clause 6.1 normally entails, you shall also carry out such duties as the Company or an Associated Employer may require you to perform from time to time.

6.3

The Company may require you, without additional remuneration, to perform such services or to take up any other position than that set out in clause 6.1, including but not limited to any services for or position with an Associated Employer, that the Company considers appropriate provided that any such requirement under this clause 6.3 will not place you in a position in which you would reasonably need to permanently relocate to comply with the requirement.

7.	PROMOTION AND PROTECTION OF THE EMPLOYER’S INTERESTS

7.1	You undertake to the Company and to any Associated Employer that during the employment you will:

7.1.1

faithfully, diligently and perform such duties and exercise such powers consistent with them as may be from time to time required of, assigned to or vested in you by the Company;

7.1.2

to obey the reasonable and lawful directions of the Company or directions given under the authority of the Company;

7.1.3

to comply with all rules, regulations, policies, statements and procedures from time to time issued by the Company;

7.1.4

to protect the Company and any Associated Employer from unnecessary or disproportionate risk;

7.1.5

to keep the Company at all times promptly and fully informed (in writing if so requested) of your conduct of the business of the Company or any Associated Employer and to provide such information, explanations, data and assistance in connection with it as the Company may require;

7.1.6

to use your best endeavours to promote and further the interests of the Company and any Associated Employer and to further the trade and business of the Company and any Associated Employer;

7.1.7

subject as hereinafter provided unless prevented by incapacity, illness of injury or with the prior agreement of the Company, devote, during normal working hours and such additional times as provided for at clause 9 below, the whole of your time, attention and skill to your duties and to the furtherance of the business and interests of the Company and any Associated Employer;

7.1.8

undertake such travel both within the United Kingdom and abroad as may be required by the Company from time to time in its sole and absolute discretion;

7.1.9

at all times comply with, abide by and accept the requirements or directions of any regulator;

7.1.10

avoid situations where your personal interests conflict with the interests of the Company or any Associated Employer or any of its or their customers and, if you believe that any such conflict of interest may exist, disclose the same to the Company without delay.

7.2	You undertake to the Company and to any Associated Employer that during the employment you will not:

7.2.1

do anything which may result in damage being caused to the Company’s interests, trade, business, or goodwill, to bring the Company into disrepute or which is prejudicial to the Company including without limitation making any untrue, misleading or disparaging statement in relation to the Company or any Associated Employer (or any of its or their employees or officers);

7.2.2

without the prior approval of the Board, either as principal, employee or agent carry on or be engaged, concerned or interested either directly or indirectly in any other trade, profession, business or occupation (including any public or private activity) or hold any directorship or other office in any company or other body whether incorporated or unincorporated;

7.2.3

without prejudice to the generality of clause 7.2.2 and without the prior approval of the Board, introduce to any other person business of a kind in which the Company is for the time being engaged or capable of becoming engaged or with which the Company is able to deal in the course of the business for the time being carried on or planned by the Company to be carried on;

7.2.4

without the Company’s prior written permission, have any financial benefit from contracts made by the Company with any person (including but not limited to any supplier to the Company or any Associated Employer);

7.2.5

without the Company’s prior written permission, receive or obtain directly or indirectly any commission, gift or other inducement in respect of any sale or purchase of any goods or services or other business transaction (whether procured by you or by someone else) effected by the Company or on the Company’s behalf;

7.2.6

without the Company’s prior written permission, hold any shares or securities or have any interest of any kind in any company (other than the Company or any Associated Employer) or other business organisation, save that you may hold not more than five per cent of the issued shares or other securities of any class of any one company which is not a competitor of the Company or any Associated Employer, where such shares or other securities are listed or dealt in on a recognised investment exchange in the United Kingdom or elsewhere, and are to be held by you for investment purposes only;

7.2.7

without the Company’s prior written permission take any preparatory steps to join a competitor of the Company or to set up in competition with the Company;

7.2.8

enter on the Company’s behalf and without the Company’s prior written consent into any obligation for the acquisition whether by lease or purchase of any land, building or premises;

7.2.9

give or agree to give on the Company’s behalf and without the Company’s prior written consent any debenture, mortgage or charge on any of the Company’s property;

7.2.10

after the termination of the employment represent yourself as being employed by or connected with the Company or any Associated Employer.

7.3	If you are in breach of any of the express or implied terms of this agreement you must immediately disclose the breach to the Company and must immediately inform the Company if you become aware of any misconduct or other breach of contract committed by any of the Company’s employees or directors.

7.4

To ensure that the Company’s property is not being used for improper purposes, the Company reserves the right to monitor and record all usage of the Company’s telephones, mobile phones, faxes and IT equipment and systems and to monitor incoming and outgoing communications including but not limited to retrieving and reviewing the contents of files, emails, messages and searches that have been made on the internet via the Company’s systems. You hereby give authority for the Company to do so.

7.5

You agree to comply with any rules, policies and procedures set out in the Company’s Employee Handbook from time to time. The Employee Handbook does not form part of this agreement and the Company may amend it at any time. To the extent that there is any conflict between the terms of this agreement and the Employee Handbook, the terms of this agreement shall prevail.

8.	PLACE OF WORK

8.1	Your principal place of work will be 8 Orchard Place, Nottingham Business Park, Nottingham, Nottinghamshire NG8 6PX.

8.2	The Company may, however, require you to work at other locations (including overseas) in the performance of your duties provided that you may not without your agreement be required to work overseas for any consecutive period of more than four weeks.

9.	NORMAL HOURS OF WORK

9.1	Your normal hours of work will be 37.5 hours per week Monday to Friday.

9.2	You will also be required to work such additional hours as may be necessary for the performance of your duties.

9.3	Due to the autonomous nature of your role the duration of working time cannot be measured or monitored and, accordingly your employment falls within the scope of regulation 20 of the Working Time Regulations 1998.

10.	REMUNERATION

10.1	Currently the Company pays you a basic salary at the rate £229,884 per annum (the base salary in effect from time to time, the “ Base Salary ”).

10.2	You will receive no additional pay for hours worked in excess of your normal hours of work.

10.3	Your salary will accrue from day to day but will not accrue on any day during which you are absent due to sickness or injury or for some other unauthorized reason.

10.4	Your salary will be payable in equal monthly instalments in arrears on or around the 28th day of each month or on such other day as may be notified to you by the Company from time to time.

10.5	Payment will be made by direct bank transfer and will be subject to such deductions as the Company may make for income tax, employee’s National Insurance contribution and any other taxes, social security contributions and withholdings as the Company may deduct.

10.6	Your salary shall be inclusive of any fees to which you may be entitled as a director or secretary of the Company or any Associated Employer if appointed as such.

11.	DISCRETIONARY BONUS

11.1

You may at the Company’s sole and absolute discretion be paid a bonus in accordance with this clause 11 and the Company’s discretionary bonus scheme in place from time to time. In considering any such bonus, the Company will, amongst other factors, consider your and the Company’s performance. If, in the absolute discretion of the Company, you meet the annual performance targets set for you and the Company has hit its targets, such bonus is likely to be 45% of your Base Salary, but whether a bonus is awarded, the bonus target and any bonus amount shall be determined by the Company in its absolute discretion. Such bonus may be greater than 45% of your Base Salary in circumstances where the Company considers, at its absolute discretion, that you have materially exceeded your annual performance targets. Any such bonus (if any) will never exceed 150% of your target Discretionary Bonus. Any such bonus may be paid to you at such intervals and subject to such conditions as the Company may in its sole and absolute discretion determine. The Company may in its sole and absolute discretion determine whether any such bonus is paid in cash or in some other form.

11.2

You will not be eligible for any bonus, or if a bonus has already been awarded but not paid, will not receive payment of any such bonus, if, on the date that bonuses are due to be paid, you are no longer employed by the Company or either you or the Company has served notice to terminate the employment.

11.3	If you receive any bonus or payment thereof under this clause 11 or otherwise, the receipt of the same shall not entitle you to receive any further bonus or payments

thereof. You acknowledge and agree than any bonuses or payments thereof that you may receive under this clause 11 or otherwise shall be purely discretionary and shall not form part of your contractual remuneration and shall not be pensionable.

11.4

The Company may, in its absolute discretion, suspend or discontinue any bonus or the payment thereof at any time in relation to any person or persons, including you. The Company may, in its absolute discretion, impose, vary or remove any conditions in relation to any bonus or the payment thereof at any time, including but not limited to after the award of any bonus or any payment thereof, whether in whole or in part.

11.5

If the employment or this agreement is terminated for any reason, whether lawfully or unlawfully, you agree that you will not be entitled by way of compensation for breach of contract, unfair dismissal or otherwise to any sum, or other benefit to compensate you for the loss or diminution in value of any actual or prospective rights, benefits or expectations under or in relation to the Company’s discretionary bonus scheme.

12.	PENSIONS AND BENEFITS

12.1

The Company will pay 3% of your Base Salary, which is the current employer’s pension contribution, into your private pension plan, which currently is Crescent Trustees (the “Pension Plan”). The Pension Plan requires you to make an equal contribution or a lesser amount depending on the then-current limit on contributions. You agree to notify the Company if you change your pension plan during your employment.

12.2	Any benefits arising under or in respect of the Pension Plan or any other such pension scheme will be payable by or under the authority of its trustees and the Company neither guarantees nor warrants any such payment.

12.3

You may participate in such benefits and benefit schemes as the Company may provide to employees of your seniority and status from time to time, if any, subject in all cases to the terms of the governing documents and policies in force from time to time. Your eligibility to participate in any such benefits and/or benefit schemes shall be subject to you meeting the relevant insurance provider’s eligibility criteria. The Company shall be entitled to change the provider of any benefits and/or benefit schemes, withdraw any such benefits and/or benefit schemes that may be provided from time to time and/or to amend the terms on which any benefit is and/or benefit schemes are provided without paying you any compensation. You acknowledge that as any benefits and/or benefit schemes that may be provided are insured arrangements, the payment and/or provision of any benefits whatsoever is subject to the discretion of the insurers and subject to the terms and conditions of the respective benefit and/or benefit scheme. The Company has no obligation to assist you in the advancement of any claim you may make, nor any obligation to make any payment to you should the insurer refuse to pay or provide any or all benefits whatsoever for whatever reason.

13.	CONTRACTING-OUT CERTIFICATE

13.1	There is no contracting-out certificate in force in relation to the employment.

14.

EXPENSES

14.1	The Company will reimburse you for all out of pocket expenses reasonably incurred in the proper performance of the Company’s duties.

14.2

Your entitlement to reimbursement in accordance with clause 14.1 above is conditional upon you providing the Company with such invoices, vouchers or other evidence as may be required by the Company and subject to you complying with such guidelines or regulations as the Company may from time to time issue in relation to the incurring and reimbursement of expenses.

15.

HOLIDAYS

15.1	The Company’s holiday year is from 1st January until 31st December each year.

15.2	You are entitled to eight public and Bank holidays which are New Year’s Day, Good Friday, Easter Monday, May Day, Spring Bank Holiday, Late Summer Bank Holiday, Christmas Day and Boxing Day.

15.3

In addition, you are entitled to 26 days paid holiday each holiday year. Where you are employed for only part of a holiday year, either on commencement or termination of the employment, you will be entitled to a pro-rated holiday entitlement based on the number of complete months worked in that holiday year.

15.4	All holiday is to be taken on days that are convenient to the Company, which are approved by the Company in writing.

15.5

You shall be entitled to carry forward up to 3 days’ holiday from any holiday year to the next holiday year with the prior written approval of the Company provided any such holiday carried forward is taken by 31 March in the next holiday year. No payment will be made for any holiday accrued but not taken in a holiday year or carried forward in accordance with this clause save in the year in which the employment terminates (see clause 15.6 below).

15.6

Upon termination of the employment, you will be entitled to a payment of one day’s salary (calculated at a daily rate of l/260ths of your annual basic salary) for each complete day of accrued but unused holiday entitlement at such termination but if at the termination date you have taken holiday in excess of your accrued holiday entitlement at that date, the Company will make a commensurate deduction from any salary payment (whether of salary, expenses or otherwise) to be made to you.

16.	ABSENCE FROM WORK

16.1

If you are absent from work for any reason and the absence has not previously been authorised by the Company you must notify the Company orally or in writing as soon as possible and in any event by 9.30 a.m. on the first day of absence and from then on you must keep the Company informed of your circumstances and your anticipated return to work. If you notify the Company orally, you must confirm the reasons for your absence in writing as soon as practicable.

16.2	You must report to the Company on the first day that you return to work after a period of absence for which you did not obtain approval prior to the absence from the Company. You will be required to state the dates of and reasons for your absence and will be provided with a form for that purpose.

16.3	If you are absent from work due to sickness or injury and your absence continues for more than seven days, you must provide a doctor’s certificate on the eighth day of absence. You must then provide a doctor’s certificate weekly.

17.	INCAPACITY PAY

17.1

If you are absent from work due to sickness or injury and comply with the requirements set out in this clause and clause 16, you will receive your salary at full rate for a maximum period of 3 months and thereafter two thirds of your salary for a maximum period of 3 months and thereafter half of your salary for a maximum period of 6 months of absence in aggregate in any period of 52 consecutive weeks. Any such payments are inclusive of any statutory sick pay entitlement. Any payment which the Company makes under this clause 17.1 may be varied or discontinued at any time at the Company’s sole and absolute discretion.

17.2

If your absence is or appears to be occasioned by the negligence, nuisance or breach of statutory duty by or on behalf of any person in respect of which compensation is or may be recoverable by you then all incapacity payments made by the Company will constitute loans to you. You must notify the Company immediately of any relevant circumstances, claim, compromise, settlement or judgment made or awarded in connection therewith and must give the Company all particulars of such matters as the Company may reasonably require. You must use all reasonable endeavours to recover (by way of settlement or otherwise) damages for loss of earnings over any period for which salary has been paid or shall be paid to you, keeping the Company informed of the commencement, progress and outcome of any such claim. If the Company so requires you must repay to the Company a sum as the Company may determine not exceeding:

17.2.1

the amount of compensation recovered by you under such claim, compromise, settlement or judgment in respect of lost earnings; or

17.2.2

the aggregate incapacity pay which you received from the Company less an amount equivalent to any statutory sick pay which the Company was obliged by law to pay to you.

17.3	Your eligibility to receive incapacity pay and/or statutory sick pay (see clause 18 below), or your receipt of any of the same, shall not affect the Company’s ability to terminate the employment and/or this agreement.

18.	STATUTORY SICK PAY

18.1

The Company operates the statutory sick pay scheme. You must co-operate in the maintenance of all necessary records. Any payment made to you during a period of sickness or injury will satisfy (or contribute to if it does not satisfy) any liability of the Company to make payment under the statutory sick pay scheme. For the purposes of the statutory sick pay scheme, your “qualifying days” are Monday to Friday.

19.	MATERNITY AND PARENTAL LEAVE

19.1	Your maternity, paternity and adoption leave and pay rights are according to statute.

19.2	Your parental leave rights are according to statute.

20.	COLLECTIVE AGREEMENTS

There are no collective agreements currently in force which directly or indirectly affect the employment.

21.	RIGHT TO REQUIRE A MEDICAL EXAMINATION

21.1

The Company may in its sole and absolute discretion require you to provide evidence, satisfactory to the Company, of any sickness or injury suffered by you and/or provide the Company with medical evidence of your fitness to return to work after any period of absence from work due to sickness or injury.

21.2	You must upon the Company’s request and at the Company’s expense undergo a medical examination by any registered medical practitioner nominated by the Company and, for the purposes of the Data Protection Act 1998 and any other applicable legislation:

21.2.1

you agree to give consent to such examination; and

21.2.2

you agree to give consent that a report may be published in relation to the examination and that the Company may have access to it.

22.	RIGHT TO SEARCH

The Company reserves the right to make searches of your person and personal property whilst on the Company’s premises or any premises from which the Company or any Associated Employer operates without prior notice provided that any such search is carried out in the presence of at least two witnesses. Any personal search will be conducted by persons of the same sex as you. Personal property includes any vehicle owned by the Company.

23.	HEALTH AND SAFETY

23.1	You should be familiar with the Company’s health and safety policy and all procedures concerning safety in emergencies including the use and operation of safety equipment and protective clothing.

23.2	A copy of the Company’s health and safety policy can be obtained from the Company upon request.

23.3	Details of any accident must be reported as soon as possible after the event.

24.	CONFIDENTIAL INFORMATION

24.1	The provisions of this clause 24 apply to you for the benefit of the Company and any Associated Employer.

24.2

You acknowledge that in the course of the employment you will have access to and be entrusted with information in respect of the business of the Company and/or any Associated Employer and the Company’s and/or any Associated Employer’s customers’ businesses, which information is or may be secret or confidential and important to the Company, any Associated Employers and the Company’s customers respectively (“Confidential Information”).

24.3	Confidential Information includes (but is not limited to):

24.3.1

trade secret or confidential or secret information concerning the business development, affairs, future plans, proposals, inventions, ideas, transactions, business methods, connections, operations, accounts, finances, organisation, processes, policies or practices, statements, rules, regulations, designs, products, machinery, manufacturing processes, dealings, trading, software, or know-how relating to or belonging to the Company and/or to any Associated Employer or any of its or their suppliers, agents, distributors, clients or customers;

24.3.2

confidential computer software, computer-related know-how, passwords, computer programmes, specifications, object codes, source codes, network designs, business processes, business logic, inventions, improvements and /or modifications relating to or belonging to the Company and/or any Associated Employer;

24.3.3

details of the Company’s or any Associated Employer’s financial projections or projects, prices or pricing strategy, advertising, marketing or development plans, product development plans or strategies, fee levels, commissions and commission structures, market share and pricing statistics, marketing surveys and research reports and their interpretation;

24.3.4

confidential research, report or development undertaken by or for the Company or any Associated Employer;

24.3.5

details of relationships or arrangements with, or knowledge of the needs or the requirements of, the Company’s and/or any Associated Employer’s actual or potential clients or customers;

24.3.6

information supplied in confidence by customers, clients or any third party to which the Company or any Associated Employer owes an obligation of confidentiality;

24.3.7

lists and details of contracts with the Company’s or any Associated Employer’s actual or potential suppliers;

24.3.8

details of or information regarding the Company’s or any Associated Employer’s terms of business with customers and suppliers;

24.3.9

details of or information regarding the Company’s or other Associated Employer’s development or staffing plans;

24.3.10

information of a personal or otherwise of a confidential nature relating to fellow employees, directors or officers of and/or consultants to, the Company and/or any Associated Employer for which you may from time to time provide services;

24.3.11

confidential information concerning, or details of, any competitive business pitches, and/or target details;

24.3.12

details of or information regarding the nature and origin of any goods and/or services provided, marketed or sold, obtained or brokered by the Company or any Associated Employer;

24.3.13

details of or information regarding the Company’s and/or any Associated Employer’s sales techniques, price lists, pricing policies and/or discount structures;

24.3.14

documents or information marked as confidential on its face; and/or

24.3.15

documents or information which have been given to the Company or any Associated Employer in confidence by any customer, supplier or other person and/or any documents or information which have been supplied to you in confidence or which you have been informed are confidential or which you might reasonably be aware is confidential.

24.4

You must not at any time whether during or after the termination of the employment directly or indirectly, whether on your own account or for or on behalf of any other person other than in the proper performance of your duties, with the prior written consent of the Company or as required or permitted by law:

24.4.1

divulge Confidential Information to any person;

24.4.2

use or attempt to use Confidential Information for your own purposes or for any purposes which are not the Company’s or any Associated Employer’s purposes or in any manner which may injure or cause loss either directly or indirectly to the Company or any Associated Employer or its of their business or may be likely to do so; or

24.4.3

through any failure to exercise reasonable care and diligence, cause or bring about any unauthorised disclose or any Confidential Information.

24.5	You undertake to use reasonable endeavours to prevent the disclosure of any Confidential Information and keep with complete secrecy all Confidential Information entrusted to you.

24.6	Clauses 24.4 and 24.5 do not relate to information that is or may become (other than through your breach of this clause) generally available to the public or which constitutes a protected disclosure within the meaning of section 43 A of the Employment Rights Act 1996.

24.7

You undertake to promptly disclose to the Company any information which comes into your possession which affects adversely or may affect adversely the Company, any Associated Employer or the business of the Company or any Associated Employer. Such information shall include (but shall not be limited to)-

24.7.1

the plans of any employee to leave the Company (whether alone or in concert with other employees);

24.7.2

the plans of any employee (whether alone or in concert with other employees) to join a competitor or to establish or operate a business in competition with the Company;

24.7.3

any steps taken by any employee to implement either of such plans;

24.7.4

the misuse by any employee of any Confidential Information belonging to the Company or any Associated Employer.

25.	INTELLECTUAL PROPERTY

25.1	In this clause “Client” means any client or customer (including any potential client or customer) of the Company and/or any Associated Employer.

25.2	You acknowledge that in the course of your employment and as part of your duties both prior to the date of this agreement and following the commencement of this agreement:

25.2.1

you have conceived, originated, made or acquired and may conceive, originate, make or acquire individually or with others, certain inventions processes, formulas, utility models, novel creations, ideas, discoveries, know how, trade secrets, business names, developments, writings, trade marks, service marks, designs, drawings, improvements and innovations, whether or not capable of being patented or registered in some other way; and

25.2.2

you have developed or produced and may develop or produce, individually or with others, certain works in which copyright, design right and/or database right will subsist in various media, including but not limited to electronic materials (including but not limited to software or instruction manuals), (together called “Inventions”).

25.3

You undertake to promptly following the date of this agreement disclose to the Company in writing full particulars of any Inventions created prior to the date of this agreement and you undertake to disclose to the Company in writing full particulars of any Inventions created after the date of this agreement promptly following their creation. You undertake not to use, disclose to any other person or exploit any Inventions without the Company’s prior written consent.

25.4	You acknowledge that any and all Inventions and the Intellectual Property subsisting or which may in the future subsist in any Inventions, including but not limited to any that :

25.4.1

relate or related in any manner to the business of the Company or any Associated Employer or to the Company’s or any Associated Employer’s actual or anticipated activities or to any Client or to any Client’s actual or anticipated activities; or

25.4.2

involve or involved the use of the Company’s, any Associated Employer’s or any Client’s equipment, supplies, facilities, confidential information, Intellectual Property or time,

hereby vest in or be or will, on creation, subject to the provisions of the Patents Act 1977, the Registered Designs Act 1949 and the Copyright Designs and Patents Act 1988, vest in and be the Company’s (or if required by the Company, the relevant Client’s) exclusive property in the United Kingdom or any other part of the world as absolute beneficial owner without any payment to you for it and where the same does not automatically vest in accordance with this clause, you hereby irrevocably and unconditionally assign the same to the Company (or if required by the Company, the relevant Client).

25.5

You agree to assist the Company and, if requested by the Company, any Client in connection with any application in relation to Inventions and to prepare and execute such instruments and do all such other acts and things as may be necessary or desirable to enable the Company, the relevant Client or their respective nominees to obtain and maintain protection of any Inventions vested in the Company or the relevant Client in such parts of the world as may be specified by the Company, the relevant Client or their respective nominees and to enable the Company or the relevant Client to exploit any Inventions vested in them to the best advantage.

25.6

You hereby irrevocably appoint the Company to be your attorney in your name and on your behalf to do all such acts and things and to sign all such deeds and documents and to use your name for the purpose of giving the Company, any relevant Client or their respective nominees the full benefit of this clause 25. You agree that, as evidence to any person, a certificate signed by the Company or by any duly authorised employee that any act or thing or deed or document falls within the authority hereby conferred by this clause 25.6 will be conclusive evidence that this is the case.

25.7

You agree that any and all Inventions disclosed by you to any person, published or described in a patent or registered design application or registered trade mark or service mark application filed by you (alone or jointly) or on your behalf within 12 months after the termination of this agreement will be presumed to have been conceived, made, developed or produced by you in the course of the employment unless proved by you to have been conceived, made, developed or produced by you after the termination of this agreement.

25.8

You irrevocably and unconditionally waive any and all rights which you may have which are or have been conferred on you by Chapter IV of Part 1 of the Copyright, Designs and Patents Act 1988 headed “Moral Rights” and by any other laws of a similar or equivalent nature in any of the countries of the world.

25.9

Where an injunction restraining use or exploitation by the Company or any Client of any invention is, in the opinion of the Company’s legal advisers, likely to be granted by a court to a third party, you must do all such acts and things either to render them noninfringing without affecting any of your other duties and obligations under this agreement or shall obtain a licence from the third party , at the Company’s reasonable expense which is preapproved by the Board , granting the Company or the Client as the case may be the right to continue using them.

25.10

You must not knowingly do, permit or suffer to be done any act or thing or omit to do any act or thing which might jeopardize or prejudice any of the rights conferred on or vested in the Company or any Client by virtue of this clause or any document signed executed and delivered pursuant to this clause or which might invalidate or prejudice any application made by the Company or any Client for a patent, registered design, copyright, design right or other similar right in any part of the world.

25.11

Your obligations under this clause 25 shall continue to apply after the termination of the employment (whether terminated lawfully or not). Each of these obligations is enforceable independently of each of the others and its validity shall not be affected if any of the others are unenforceable to any extent.

26.	GRIEVANCE PROCEDURE

26.1	If you have a grievance relating to the employment, this should be raised initially with your Manager. You may be required to put any such grievance in writing.

26.2	Your Manager or another appropriate person will consider the grievance and will notify you of its decision.

26.3	The grievance procedure in the Employee Handbook shall not apply to the employment.

27.	DISCIPLINARY PROCEDURE

27.1	The Company’s Disciplinary Procedure can be found in the Handbook. The Disciplinary Procedure may be varied, disapplied, removed, added to or supplemented by the Company at any time in its sole and absolute discretion and shall not have contractual effect.

28.	TERMINATION

28.1

Without prejudice to any other term of this agreement providing for earlier termination (including clauses 28.2, 28.3 and 28.5), the employment may be terminated by either you or the Company giving to the other not less than 6 months’ prior written notice (the “Six Month Notice Period”). To avoid doubt, if your employment is terminated as specified in clauses 28.2 28.3 or 28.5, the Six Month Notice Period shall not be required.

28.2

You may terminate your employment with Good Reason during the “Change in Control Period” (as defined below), but not at any other time, and provided that you have first provided written notice of such reason to the Company no later than thirty (30) days after the event or occurrence constituting Good Reason first arises, with such notice affording the Company thirty (30) days from the date of the Company’s

receipt of su ch notice to cure the deficiency . Upon such cure by the Company or if no such written notice has been provided by you in accordance with this clause, “Good Reason” shall not be deemed to exist for purposes of the Agreement. “Good Reason” shall mean the occurrence of either of the following events without your consent : (a) a material breach of the Agreement by the Company; or (b) a material reduction in your responsibility, authority, or duties relative to your responsibility, authority or dutie s as outlined in this Agreement ;

28.3	The Company may (without prejudice to and in addition to any other remedy) forthwith terminate the employment without any prior notice or payment in lieu thereof if, in the opinion of the Company, it appears that you:

28.3.1

are guilty of gross misconduct;

28.3.2

have committed any act of fraud or dishonesty;

28.3.3

have committed any act, which in the opinion of the Company, constitutes a breach (or may have been calculated by you to constitute a breach) of the relationship of trust and confidence between the Company by you;

28.3.4

have misconducted yourself during or outside the course of the employment in a manner, which in the opinion of the Company, brings the Company and/or any Associated Employer into disrepute or otherwise harms or has the potential to harm the interests of the Company and/or any Associated Employer or its or their business(es), including (without prejudice to the generality of foregoing), any conduct in respect of which disciplinary and/or corrective proceedings and/or measures are brought or implemented (or might be brought or implemented) by any public body, regulatory authority or society that is relevant to the Company and/or any Associated Employer and/or the employment;

28.3.5

have committed any, serious and/or any repeated, breach of or failure to observe, any of the terms, conditions or stipulations contained in this agreement;

28.3.6

are guilty of serious and/or any repeated negligence or incompetence;

28.3.7

have committed any breach of any of the rules, regulations, codes of practice, recommendations and/or requirements of any public body, regulatory authority or society that is relevant to the Company and/or any Associated Employer and/or the employment;

28.3.8

have knowingly provided any misleading or inaccurate information to any public body, regulatory authority or society that is relevant to the Company and/or any Associated Employer and/or the employment;

28.3.9

do not possess, have lost or do not obtain any certificate, approval, authorisation, permission, visa, registration, security clearance or any other item that is granted by any third party (included but not limited to any public body, regulatory authority or society) that is necessary or desirable for you to possess for the performance of your duties hereunder;

28.3.10

have become bankrupt or applied for a receiving order or have a receiving order made against you or have entered into any arrangement or composition with your creditors;

28.3.11

have been prohibited by law from acting as a director of any company;

28.3.12

have become of unsound mind or a patient within the meaning of any United Kingdom statute relating to mental health; and/or

28.3.13

have been convicted of any criminal offence (other than an offence under the Road Traffic Acts for which a penalty of imprisonment is not imposed), and any delay by the Company in exercising such right to terminate shall not constitute a waiver thereof.

28.4

Upon the termination of this agreement under clause 28.3, you shall be paid your salary accrued to the date of termination, together with any entitlement to be paid for accrued but untaken holiday and statutory holidays at the date of termination but you shall not be entitled to any other payment or compensation whatsoever in respect of such termination.

28.5	If you are terminated by the Company without Cause or you resign with Good Reason, in either case within twenty four (24) months after a Change of Control as defined below (the “Change in Control Period”):

28.5.1

the Company shall pay to you the amounts required under clause 28.3 and a lump sum payment equal to (A) twelve (12) months of your final Base Salary (B) an amount equal to twelve (12) months of your target annual performance bonus in accordance with clause 11.1 and (C) an amount equal to twelve (12) months of the Company’s cost of providing medical and dental benefits to you if these benefits were elected by you as of the date of termination, which lump sum payment ((A through C)) shall be paid to you within sixty (60) days after the date of termination, subject to clause 40; and

28.5.2

you shall fully vest in all of your unvested equity of the Company granted on or after March 3, 2017.

28.5.3

the lump sum payment ((A) through (C)) shall be conditioned upon execution and non-revocation by you of a Release Agreement, which the Company shall present to you and which you shall sign no later than thirty (30) days after the date of termination.

28.5.4

For the purposes of this clause 28.5, a “Change of Control” shall occur if an entity, or a group of entities acting together, acquires control of 50% or more of Juniper Pharmaceuticals, Inc.’s voting securities with the power to elect a majority of the Board of Directors of Juniper Pharmaceuticals, Inc.

28.6	On the termination of the employment for any reason and howsoever arising:

28.6.1

you shall at the request of the Company, resign from all offices held by you, if any, in or as the representative or nominee of the Company or any

Associated Employer, including but not limited to any appointment as director or company secretary of the same; and

28.6.2

you shall, without payment, transfer to the company, or as the Company may otherwise direct, any qualifying shares held by you on behalf of or as the representative or nominee of the Company or any Associated Employer, and you hereby, irrevocably appoint the Company to be your attorney in your name and on your behalf to sign, execute or do any instrument or act and generally to use your name for the purpose of giving to the Company or its nominee the full benefit of the provisions of this clause 28.6.

28.7

After the termination of the employment under this agreement, you shall, on request, render such assistance and perform such tasks and functions as the Company may reasonably require for its business to assist the Company (to deal properly, efficiently and cost-effectively with any matters in connection with the affairs of the Company and/or any Associated Employer and in respect of which you have particular knowledge and expertise by reason of the employment. You shall be entitled to be paid a reasonable fee (not exceeding your base salary pro-rata on termination of this employment) and to be reimbursed all reasonable out of pocket expenses properly incurred in rendering such assistance and performing such tasks and functions.

29.	PAYMENT IN LIEU OF NOTICE

29.1	Where notice is served by the Company or you to terminate the employment or if either you or the Company otherwise purports to terminate the employment, the Company may in its sole and absolute discretion elect to terminate the employment at any time and with immediate effect by:

29.1.1

notifying you that the Company is exercising its right under this agreement to make a payment in lieu of notice; and

29.1.2

within 28 days of the notification referred to in clause 29.1.1 above, making to you a payment in lieu of notice in accordance with clause 29.2 below (the “Payment In Lieu of Notice”).

Provided that, for the avoidance of doubt but without limiting the foregoing, the Company shall not be required to make any Payment in Lieu of Notice in connection with any termination by the Company under clause 28.5.

29.2	When making a payment in lieu of notice pursuant to clause 29.1 above, or otherwise, the Company may make a payment equivalent to your basic salary (as at the date of the termination) only for the whole of the notice period (or, if applicable, its remainder):

29.2.1

in a lump sum; or

29.2.2

in instalments over the period until the expiry, if it had been served (in full or at all), of the notice period, and, in each case, such payments will be subject to income tax and national insurance contributions.

29.3

The Company will not be deemed to have made an election to pay in lieu of notice unless written notice to that effect is given to you in accordance with clause 29.1.1. For the avoidance of doubt, the Company’s right to elect to make a payment in lieu of notice does not give you any right to receive one.

30.	SUSPENSION, CHANGE OF DUTIES AND GARDEN LEAVE

30.1	The Company may suspend all or any of your duties and powers or assign you such alternative duties as the Company may in its sole and absolute discretion deem appropriate for such periods and on such terms as it considers expedient in its sole and absolute discretion:

30.1.1

during any period in which the Company is carrying out an investigation into any alleged acts or defaults by you;

30.1.2

in circumstances where it is suspected that you are in breach of any legal or regulatory requirement, including but not limited to any such requirements imposed by any public body, regulatory authority or society that is relevant to the Company and/or any Associated Employer and/or the employment and/or any stock exchange on which the Company’s or any Associated Employer’s shares are traded, and during any such period, you shall continue to receive your salary and contractual benefits.

30.2	At any stage during your notice period or if you seek to or indicate an intention to resign as an employee of the Company or any Associated Employer or to terminate the employment without notice the Company may, in its sole and absolute discretion (without any requirement to give a reason):-

30.2.1

alter your duties to such other duties as the Company may determine in its sole and absolute discretion, including but not limited to non-client facing duties; or

30.2.2

instruct you to remain away from work on garden leave (“Garden Leave”).

30.3	During any period of Garden Leave;

30.3.1

You may be excluded from all or any premises of the Company or any Associated Employer;

30.3.2

you must be available for work but the Company is not obliged to provide you with any work and may require you to perform different duties and/or tasks from your normal duties;

30.3.3

the Company shall be entitled to require you to perform work at home in relation to matters of which you have knowledge or which fall within your competence;

30.3.4

you will be entitled to receive your salary and any contractual benefits under this agreement, excluding any bonus of any nature, which you will not be entitled to in respect of any period of Garden Leave;

30.3.5

you may not, without the prior written consent of the Company, contact or attempt to contact any client, customer, prospective client or customer, agent, professional adviser, employee, consultant, supplier or broker of the Company or any Associated Employer;

30.3.6

you will not be permitted to work for any other organisation or on your own behalf without the Company’s prior written consent;

30.3.7

you shall keep the Company informed of your whereabouts (except in any period taken as holiday) so that you can be called upon to perform any appropriate duties as requested by the Company (and if required to provide the Company with a contact telephone number and email address for this purpose);

30.3.8

you shall refer to the Company immediately any communications in whatever form received by you from any client or customer or prospective client or customer of the Company or any Associated Employer;

30.3.9

you must take any accrued and accruing holiday (and any accrued but unused holiday entitlement shall be deemed to be taken during any period of Garden Leave) and this clause 30.3.9 is notice to you pursuant to Regulation 15(3) of the Working Time Regulations 1998 that holiday is to be taken during this period;

30.3.10

you may be required to return to the Company ail documents and items of property which belong to the Company or any Associated Employer (including but not limited to those which contain or refer to any Confidential Information (as defined in clause 24)) and which are in your possession or under your power or control;

30.3.11

you must immediately on request resign as a director, secretary or from any other appointment held in or on behalf of the Company or any Associated Employer without claim for compensation for loss of office (and in the event of your failure to do so the Company is hereby irrevocably appointed to appoint some person in your name and on your behalf to sign and deliver such resignation(s) to the Company);

30.3.12

all other terms and conditions of the employment (both express and implied) will remain in full force and effect; and

30.3.13

you will continue to owe the Company a duty of fidelity and good faith and, if applicable, duties as a fiduciary, in full and to the same extent as existed prior to the Garden Leave period.

31.	RECONSTRUCTION

If the employment is terminated by reason of the Company’s liquidation for the purposes of an amalgamation or reconstruction and you are offered work by any person resulting from such amalgamation or reconstruction on terms no less favourable than the terms of this agreement you will have no claim against the Company in respect of the termination of the employment.

32.	DEDUCTIONS

You hereby irrevocably agree that the Company may at any time deduct any sum you owe to the Company or any Associated Employer (including without limitation any overpayment of salary or other benefits) from any sum the Company owes to you.

33.	COMPANY DOCUMENTS

All notes, memoranda, records, lists of customers and suppliers and employees, papers, documents, correspondence, writings, accounts, designs, price lists, specifications, Company letterhead paper, stationary, computer software, computer programmes, computer operating systems, computers, laptop computers, table computers, mobile phones, PDAs, smart phones, portable devices, material and all information recorded on magnetic tape or disc or otherwise recorded or stored for reproduction whether by mechanical or electronic means including any copy which is from time to time in your possession or control and which relates to the Company or any Associated Employer will be and remain at all times the property of the Company or any Associated Employer (as the case may be). Upon the termination of the employment, or at any other time as requested by the Company, you must return all such items and information in your possession or under your control and will provide to the Company on request a statement that you have complied with these requirements.

34.	POST TERMINATION COVENANTS

34.1	For the purpose of this clause 34 the following expressions have the following meanings respectively¬

34.1.1

“ Confidential Information ” has the meaning given to that expression in clause 24;

34.1.2

“ Customer ” means any person, company or other entity who or which at any time in the 12 months immediately preceding the Termination Date was a customer or client of the Company or any Associated Employer and:

34.1.2.1

with whom or which, during such period you had business dealings in the course of the employment; or

34.1.2.2

in relation to whom or which, you, by reason of the employment, are in possession of any trade secrets or Confidential Information;

34.1.3

“ Prospective Customer ” means any person, company or other entity with whom or which at any time in the 12 months immediately preceding the Termination Date the Company or any Associated Employer shall have had negotiations or discussions for the supply or provision of goods and/or services supplied and/or provided by the Company or any Associated Employer, and:

34.1.3.1

with whom or which, during such period you had business dealings during the course of those negotiations or discussions; or

34.1.3.2

in relation to whom or which, you, by reason of the employment, are in possession of any trade secrets or Confidential Information;

34.1.4

“ Relevant Person ” means any person who at any time in the 12 months immediately preceding the Termination Date was employed or engaged by the Company or any Associated Employer:

34.1.4.1

as a vice president, officer, director, and/or senior manager;

34.1.4.2

who has acquired influence over any Customers and/or Prospective Customers by reason of being or having been employed or engaged by the Company and/or any Associated Employer; and/or

34.1.4.3

who is in possession of any trade secrets or Confidential Information relating to the business of the Company or any Associated Employer or relating to any Customer and/or Prospective Customer by reason of being or having been employed or engaged by the Company and/or any Associated Employer;

and with whom you had dealings at any time in the 12 months immediately preceding the Termination Date;

34.1.5

“ Restricted Business ” means the business of the Company and the business of any Associated Employer (and in each case, any parts thereof) with which you were materially concerned and/or for which you were responsible, in each case at any time during the 12 months immediately preceding the Termination Date;

34.1.6

“ Restricted Period ” means:

34.1.6.1

in the case of clause 34.2.1 to 34.2.9 the period of 12 months following the Termination Date, less any period of time spent by you on Garden Leave;

34.1.6.2

in the case of clause 34.2.10, the whole of the period following the Termination Date;

34.1.7

“ Supplier ” means any person, company or other entity who or which at any time in the 12 months immediately preceding the Termination Date was a supplier of goods and/or services to the Company or any Associated Employer, and:

34.1.7.1

with whom or which, during such period you had business dealings in the course of the employment; or

34.1.7.2

in relation to whom or which, you, by reason of the employment with the Company, are in possession of any trade secrets or Confidential Information; and

34.1.8

“ Termination Date ” means the date of termination of the employment, howsoever arising.

34.2

You hereby undertake with the Company (for itself and as trustee and agent for each Associated Employer) that you will not without the prior written consent of the Company for the relevant Restricted Period, whether on your own account, or for, with or through any other person company or other entity, directly or indirectly:

34.2.1

carry on or be employed, engaged, interested or concerned in any capacity in any trade or business or occupation whatsoever which is or might reasonably be considered to be in competition with the Restricted Business;

34.2.2

in competition with the Restricted Business solicit, interfere with or entice away or endeavour to solicit, interfere with or entice away any Customer;

34.2.3

in competition with the Restricted Business solicit, interfere with or entice away or endeavour to solicit, interfere with or entice away any Prospective Customer;

34.2.4

in competition with the Restricted Business have business dealings with any Customer;

34.2.5

in competition with the Restricted Business have business dealings with any Prospective Customer;

34.2.6

solicit or induce or endeavour to solicit or induce any Relevant Person to cease working for or providing services to the Company, whether or not any such person would thereby commit a breach of contract;

34.2.7

employ or otherwise engage in any business in competition with the Restricted Business any Relevant Person;

34.2.8

encourage or cause or endeavour to encourage or cause any Supplier to cease providing goods and/or services to the Company or any Associated Employer;

34.2.9

encourage or cause or endeavour to encourage or cause any Supplier to materially alter the terms of its business with the Company or any Associated Employer; and/or

34.2.10

use or permit to be used any trade or service name or get-up used in the Company and/or any Associated Employer or any other name likely to be confused with such name and/or get-up.

34.3

While the restrictions in this clause 34 (on which you have had the opportunity to take independent legal advice, as you hereby acknowledge) are considered by the parties to be reasonable in all the circumstances, it is agreed that if any such restriction (including the definitions contained in clause 34.1), by itself, or taken together with the others, is found to be void but would be valid if some part of it were deleted, such restriction shall apply with such modification as may be necessary to make it valid and effective.

34.4

The parties agree that the restrictions set out in this clause 34 shall be separate and severable and enforceable as such. If any restriction is determined as being unenforceable in whole or in part for any reason, that shall not affect the enforceability of the remaining restrictions or, in the case of part of a restriction being unenforceable, the remainder of that restriction.

34.5	You hereby agree and undertake that you will upon receipt of any request from the Company to do so, enter into equivalent restrictions to those contained within this clause 34 directly with any Associated Employer with which you may be involved from time to time.

34.6

The Company may by notice to you at any time reduce in whole or in part the scope and/or duration of any of the restrictions set out in this agreement to such extent as the Company may in its sole and absolute discretion determine and thereupon such restrictions shall apply as modified by such notice.

34.7	The benefit of each restriction set out in this agreement shall be enforceable by the Company and any Associated Employer.

34.8

You undertake immediately to draw these restrictions to the attention of any person for or with whom you commence employment or work at any time during the period to which each restriction applies. For this purpose, the phrase “commences employment or work” includes entering into discussions or negotiations that are likely or intended to result in such commencement.

35.	DATA PROTECTION

35.1

You consent to the Company or any Associated Employer holding and processing personal data as defined in the Data Protection Act 1998 (the “DPA”) concerning you in order to properly fulfil its obligations to you under this agreement and as otherwise required or permitted by law in relation to your employment in accordance with the DPA. Such processing shall principally be for legal, personnel, administrative and payroll purposes.

35.2

You accept and acknowledge that, if required at any time to work on behalf of the Company or any Associated Employer overseas, the Company may need to pass personal data concerning you to the person, firm or company with whom you are working anywhere in the world and you hereby expressly consent to the Company doing so.

35.3	You further consent to the Company and any Associated Employer processing any sensitive personal data (as defined in the DPA) relating to you, including, as appropriate:

35.3.1

information about your physical or mental health or condition in order to monitor sick leave and take decisions as to fitness for work (including any medical report made by a medical practitioner nominated by the Company pursuant to clause 21);

35.3.2

your racial or ethnic origin or religious or similar information in order to monitor compliance with equal opportunities legislation; and

35.3.3

information relating to any criminal proceedings in which you may have been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.

35.4

You acknowledge that the Company and any Associated Employer may make any information to which clause 35 relates available to individuals or companies who provide products or services to the Company (such as advisers and payroll administrators), regulatory authorities, potential or future employers, governmental or quasi-governmental organisations and potential purchasers of the Company or the business in which you are employed.

36.	MISREPRESENTATION

You must not at any time make any untrue statement in relation to the Company and, in particular, must not after the termination or expiration of the employment represent to any person that you remain employed by or connected with the Company.

37.	PROVISIONS OPERATING AFTER TERMINATION OR EXPIRATION

37.1	The termination or expiration of the employment will not affect any provision of this agreement that operates or has effect or is expressed to operate or have effect after termination or expiration whether the employment is terminated or expires lawfully and fairly or otherwise.

37.2	No changes to this agreement will be effective unless made in writing and signed by the parties or on their behalf by any properly authorised person.

38.	INVALIDITY OR UNENFORCEABILITY

The parties agree that each of the clauses and sub-clauses of this agreement shall be separate and severable and enforceable as such. The complete or partial invalidity or unenforceability of any provision of this agreement for any purpose will in no way affect the validity or enforceability of such provision for any other purpose or of the remaining provisions of this agreement.

39.	SUPPLEMENTAL TERMS

39.1	Each Associated Employer and any of their agents may enforce the terms of this agreement directly against you pursuant to the Contracts (Rights of Third Parties) Act 1999.

39.2	Save as provided in clause 39.1 above, no term of this agreement shall be enforceable by any person who is not a party to it either under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

39.3	There is no current requirement for you to work outside the United Kingdom for any consecutive period in excess of one month.

40.	Limitation on Payments.

40.1	In the event that the post-termination payments and other benefits provided for in the Agreement or otherwise payable to you (i) constitute “parachute payments” within the

meaning of Section 280G of the Internal Revenue Code of 1986 ( the “ Code ”) and (ii) but for this clause, would be subject to the excise tax imposed by Section 4999 of the Code, then your post-termination payments benefits will be either : (a) delivered in full, or delivered as to such lesser extent which would result in no portion of such post-termination payments or other post-termination benefits being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by you on an after-tax basis, of the greatest amount of post-termination payments or benefits, notwithstanding that all or some portion of such post-termination payments or benefits may be taxable under Section 4999 of the Code. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such post-termination payments or benefits is subject to the excise tax under Section 4999 of the Code, the reduction shall occur in the following order : (i) reduction of the post-termination payments under clause 28.5; (ii) reduction of other cash payments, if any; (iii) cancellation of accelerated vesting of equity awards; and (iv) reduction of continued employee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of your equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event shall you have any discretion with respect to the ordering of payment reductions.

40.2

Unless the Company and you otherwise agree in writing, any determination required under this clause will be made in writing by an independent firm immediately prior to Change of Control (the “Firm”), whose determination will be conclusive and binding upon you and the Company. For purposes of making the calculations required by this clause, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and you will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this clause.

41.	CHOICE OF LAW AND SUBMISSION TO JURISDICTION

This agreement will be governed by and construed in accordance with English law. The parties agree to submit to the exclusive jurisdiction of the English courts in relation to any claim or matter arising under this agreement.

IN WITNESS whereof this agreement has been executed as a deed by the parties on the date stated above.

SIGNED as a DEED by

Limited

acting by

/s/ Alicia Secor

Alicia Secor

Director

In the presence of:

Witness’ Signature:	MaryAnn Waring
Witness’ Name:	MaryAnn Waring
Witness’ Address:	33 Arch St., Boston, MA 02110

	EXECUTED AS A DEED by

	/s/ Nikin Patel			sign here
	Nikin Patel

	in the presence of

	Martin Christopher Davies
	Witness sign here

	/s/ Martin Christopher Davies
	Witness print name




	Witness address

Exhibit 10.5

PERFORMANCE STOCK UNIT AWARD AGREEMENT

JUNIPER PHARMACEUTICALS, INC.

AMENDED AND RESTATED 2015 LONG-TERM INCENTIVE PLAN

THIS AGREEMENT (the “ Agreement ”) is made effective as of the __ day of _________, 20[__] (hereinafter called the “ Date of Grant ”), between Juniper Pharmaceuticals, Inc., a Delaware corporation (hereinafter called the “ Company ”), and ______________ (hereinafter called the “ Participant ”):

R E C I T A L S :

WHEREAS, the Company has adopte d the Amended and Restated 2015 Long-Term Incentive Plan (the “ Plan ”), which Plan is incorporated herein by reference and made a part of this Agreement. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan; and

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its shareholders to grant the Performance Stock Units provided for herein to the Participant pursuant to the Plan and the terms set forth herein.

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:


Number of Stock Units Awarded	__________Stock Units (the “Award”)

I. Grant of Restricted Security Units . The Committee hereby grants to the Participant under the Plan the number of Performance Stock Units set forth in this Agreement, and subject to all of the terms and conditions in this Agreement and the Plan, copies of which the Participant acknowledges having received. Unless otherwise defined herein, the capitalized terms in this Agreement shall have the meanings ascribed to those terms in the Plan. In the event of a conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall prevail unless otherwise indicated.

1. Vesting Criteria . The Performance Stock Units shall vest, if at all, upon the attainment of the -performance objectives set forth on Exhibit 1 to this Agreement (the “Performance Objectives”), which shall be determined in the sole discretion of the Committee. Notwithstanding anything herein to the contrary, if any Performance Objective has not been met by the date set forth on Exhibit 1 with respect to the relevant Performance Objective, the Performance Stock Units with respect to such Performance Objective shall immediately be forfeited without any further action.

Except as set forth below, Performance Stock Units that are unvested as of Participant’s Termination of Service (as defined in the Plan) with the Company shall be immediately forfeited as of such termination and the Company shall have no further obligations with respect thereto.

No Performance Stock Units granted to Participant shall vest in accordance with the terms of this Agreement and Exhibit 1 unless and until the Committee certifies that the relevant Performance Objectives(s) have been achieved. This determination of whether any Performance Objective has been met shall be made within a reasonable period following the availability of all data necessary to determine whether the Performance Objectives have been achieved.

Notwithstanding anything to the contrary in this Agreement or in the Plan, this Award shall become fully vested upon a Change of Control.

3. Conversion into Common Stock . Shares of Common Stock will be issued as soon as practicable following vesting of the Performance Stock Units, but in no event later than March 15 ^th of the year following the year in which the vesting occurs. The Common Stock will be issued in Participant’s name (or may be issued to Participant’s executor or personal representative, in the event of Participant’s death or Disablement), and may be effected by recording shares on the stock records of the Company or by crediting shares in an account established on Participant’s behalf with a brokerage firm or other custodian, in each case as determined by the Company. In no event will the Company be obligated to issue a fractional share.

Notwithstanding the foregoing, the Company will not be obligated to deliver any shares of the Common Stock during any period when the Company determines that the conversion of a Performance Stock Unit or the delivery of shares hereunder would violate any laws of the United States and/or may issue shares of Common Stock subject to any restrictive legends that, as determined by the Company’s counsel, are necessary to comply with securities or other regulatory requirements.

4. Suspension or Termination of Performance Stock Units for Misconduct . If at any time the Committee reasonably believes that Participant has committed an act of misconduct, the vesting of the Performance Stock Units may be suspended pending a determination of whether an act of misconduct has been committed. If the Board or the Committee determines that Participant has committed an act of misconduct, all Performance Stock Units not vested as of the date the Company was notified that Participant may have committed an act of misconduct will be cancelled and neither Participant nor any beneficiary will be entitled to any claim with respect to the Performance Stock Units whatsoever. Any determination by the Board or the Committee with respect to the foregoing will be final, conclusive, and binding on all interested parties. For the purposes of this Agreement, misconduct means: embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Company, breach of fiduciary duty or deliberate disregard of Company rules resulting in loss, damage or injury to the Company, an unauthorized disclosure of any Company trade secret or confidential information, any conduct constituting unfair competition, inducing any customer to breach a contract with the Company or inducing any principal for whom the Company acts as agent to terminate such agency relationship.

5. Termination of Employment . Except as expressly provided otherwise in this Agreement, if Participant’s employment by the Company terminates for any reason, whether voluntarily or involuntarily, all Performance Stock Units not then vested will be cancelled on the date of employment termination, regardless of whether such employment termination is as a result of a divestiture or otherwise. In addition, Participant’s transfer from the Company to any Subsidiary or from any one Subsidiary to another, or from a Subsidiary to the Company is not deemed a termination of employment.

6. Tax Withholding . Participant shall, no later than the date as of which the value of any portion of this Award first becomes includable in the gross income of Participant for federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any federal, state, or local taxes of any kind required by law to be withheld by the Company with respect to such income. The Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Participant. The Company’s obligation to deliver Common Stock to Participant is subject to and conditioned on tax withholding obligations being satisfied by Participant.

Unless provided otherwise by the Committee, these obligations will be satisfied by the Company withholding from the number of shares of Common Stock that would otherwise be issued hereunder with a Fair Market Value up to the required withholding amount. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of the Performance Stock Units or the subsequent sale of any of the shares of Common Stock underlying the Performance Stock Units that vest and are settled. The Company does not commit and is under no obligation to structure this Award to reduce or eliminate Participant’s tax liability.

7. Rights as a Stockholder. Participant will have the rights of a stockholder only after shares of the Common Stock have been issued to Participant following vesting of Participant’s Performance Stock Units and satisfaction of all other conditions to the issuance of those shares as set forth in this Agreement. Performance Stock Units will not entitle Participant to any rights of a stockholder of Common Stock and there are no voting or dividend rights with respect to Participant’s Performance Stock Units.

8. Uncertificated Shares . To the extent that this Agreement provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange or quotation system on which Shares are listed or quoted.

9. Successors and Assigns . This Agreement shall be binding on all successors and assigns of the Company and Participant, including, without limitation, the estate of Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of Participant’s creditors.

10. The Delivery and Execution of Electronic Documents . To the extent permitted by applicable law, the Company may (a) deliver by email or other electronic means (including posting on a website maintained by the Company or by a third party under contract with the Company) all documents relating to the Performance Stock Units (including without limitation,

prospectuses required by the U.S. Securities and Exchange Commission ) and all other documents that the Company is required to deliver to its shareholders (including without limitation, annual reports and proxy statements) and (b) permit Participants to electronically execute applicable Performance Stock Units documents (including, but not limited to, this Agreement) in a manner prescribed by the Committee.

11. Transferability . The Performance Stock Units may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by Participant otherwise than by will or by the laws of descent and distribution or pursuant to a domestic relations order, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. No such permitted transfer of the Performance Stock Units to heirs or legatees of Participant shall be effective to bind the Company unless the Committee shall have been furnished with written notice thereof and a copy of such evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions hereof.

12. Employment Rights; Excluded Compensation . Neither the Performance Stock Units, this Agreement, nor any action taken hereunder shall be construed as giving Participant the right to be retained in the employ or service of the Company or any of its subsidiaries or affiliates and shall not lessen or affect the Company’s right to terminate the employment of or make any other employment-related decisions regarding such Participant, with or without Cause.

13. Section 409A . This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code If any provision of the Plan or this Agreement could cause the Performance Stock Units to be subject to additional taxes, accelerated taxation, interest or penalties under Section 409A of the Code, the Company may, in its sole discretion and without the Participant’s consent, modify the Plan and/or this Agreement: (i) to comply with, or avoid being subject to, Section 409A of the Code, or to avoid the imposition of any taxes, accelerated taxation, interest or penalties under Section 409A of the Code, and (ii) to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Section 409A of the Code. This Section 13 does not create an obligation on the part of the Company to modify the Plan or this Agreement and does not guarantee any tax treatment with respect to the Performance Stock Units.

14. Notices . Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to Participant at the address appearing in the personnel records of the Company for Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

15. Choice of Law . This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware without regard to conflicts of laws.

16. Broad Authority . By accepting this Agreement, Participant agrees and acknowledges that all decisions and determinations of the Committee shall be final and binding on Participant, his or her beneficiaries and any other person having or claiming an interest in the Performance Stock Units.

17. Signature in Counterparts . This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

18. Severability . If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify this Agreement or the Performance Stock Units under any applicable law, such provision shall be construed or deemed amended to conform to applicable law (or if such provision cannot be so construed or deemed amended without materially altering the purpose or intent of this Agreement and the grant of the Performance Stock Units hereunder, such provision shall be stricken as to such jurisdiction and the remainder of this Agreement and the award shall remain in full force and effect).

19. Complete Agreement . Except as otherwise provided for herein, this Agreement and those agreements and documents expressly referred to herein embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of Participant.

[Signatures on next page.]

IN WITNESS WHEREOF, the parties have caused this Agreement to be effective as of the day and year first above written.

Juniper Pharmaceuticals, Inc.

Name:

Title:

Participant

NAME

TITLE

EXHIBIT 1

PERFORMANCE OBJECTIVES

- 6 -

Exhibit 10.6

JUNIPER PHARMACEUTICALS, INC.

AMENDED AND RESTATED 2015 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

This Award Agreement sets forth the terms and conditions of Stock Units granted pursuant to the provisions of the Amended and Restated 2015 Long-Term Incentive Plan (the “ Plan ”) of Juniper Pharmaceuticals, Inc. (the “ Company ”) to the Participant whose name appears below, for the number of Stock Units set forth below (the “Award”), pursuant to the provisions of the Plan and on the following express terms and conditions. Capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Plan.

Name and address of Participant to whom the Stock Units are granted:

[NAME] (“ Participant ”)

[ADDRESS]

Number of Stock Units (“RSUs”):

[#] RSUs

3 .

Date of Grant:

[ ]

4 .

Vesting. The RSUs granted pursuant to this Agreement shall vest pursuant to vesting schedule set forth in Schedule A , attached hereto, if the Participant is employed by, or providing service to, the Company on the applicable vesting date.

5 .

Agreement with respect to Tax Payments and Withholding . Participant shall, no later than the date as of which the value of any portion of this Award first becomes includable in the gross income of Participant for federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any federal, state, or local taxes of any kind required by law to be withheld by the Company with respect to such income. The Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Participant. The Company’s obligation to deliver Common Stock to Participant is subject to and conditioned on tax withholding obligations being satisfied by Participant.

Unless provided otherwise by the Committee, these obligations will be satisfied by the Company withholding from the number of shares of Common Stock that would otherwise be issued hereunder with a Fair Market Value up to the required withholding amount. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of the Stock Units or the subsequent sale of any of the shares of Common Stock underlying the Stock Units that vest and are settled. The Company does not commit and is under no obligation to structure this Award to reduce or eliminate Participant’s tax liability.

6 .

Restrictions on Transfer . The RSUs and any Shares issuable with respect to the Award may not be sold, transferred, assigned, hypothecated, pledged, encumbered or otherwise disposed of, whether voluntarily or by operation of law, until (i) the RSUs have vested as provided in Section 4 and (ii) Shares have been issued to Participant in accordance with the terms of the Plan and this Agreement. Any such purported transfer shall be null and void, and shall not be recognized by the Company or recorded on its books.

7 .

Issuance of Shares . As soon as practicable following each vesting date (but in no event later than two and one-half months after the end of the year in which the applicable vesting date occurs), the Company shall issue to Participant the number of Shares equal to the aggregate number of RSUs that have vested

pursuant to Section 4 on such date and Participant shall thereafter have all the rights of a stockholder of th e Company with respect to such S hares.

8 .

Plan . The Participant hereby acknowledges receipt of a copy of the Plan as presently in effect and the Prospectus with respect thereto. All of the terms and provisions of the Plan are incorporated herein by reference, and this Award Agreement is subject to those terms and provisions in all respects.

9 .

No Right to Continued Employment . Neither the Plan nor this Award Agreement shall confer upon the Participant any right to be retained in any position, as an Employee, Director or consultant of the Company. Further, nothing in the Plan or this Award Agreement shall be construed to limit the discretion of the Company to terminate the Participant at any time, with or without Cause.

10 .

Section 409A of the Code . This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.

1 1 .

Broad Authority . By accepting this Award Agreement, the Participant agrees and acknowledges that all decisions and determinations of the Committee shall be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest in the Award.

1 2 .

Severability . If any provision of this Award Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify this Award Agreement or the Award under any applicable law, such provision shall be construed or deemed amended to conform to applicable law (or if such provision cannot be so construed or deemed amended without materially altering the purpose or intent of this Award Agreement and the grant of the Award hereunder, such provision shall be stricken as to such jurisdiction and the remainder of this Award Agreement and the award shall remain in full force and effect).

Notices. Any notice necessary under this Award Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to Participant at the address appearing in the personnel records of the Company for Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

14.

Choice of Law . This Award Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving regard to the conflicts of laws.

15.

Signature in Counterparts . This Award Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

16.

Complete Agreement . Except as otherwise provided for herein, this Award Agreement and those agreements and documents expressly referred to herein embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. The terms of this Award Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of Participant.

Participant

Juniper Pharmaceuticals, Inc.

By:				By:

Date:				Date:

- 2 -

Schedule A

Vesting Schedule

Exhibit 31.1

Certification Pursuant to Rule 13a-14(a)/15d-14(a)

of the Securities Exchange Act of 1934

I, Alicia Secor, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Juniper Pharmaceuticals, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Alicia Secor

Alicia Secor

President and Chief Executive Officer

(Principal Executive Officer)

DATE: May 4, 2017

Exhibit 31.2

Certification Pursuant to Rule 13a-14(a)/15d-14(a)

of the Securities Exchange Act of 1934

I, Jeffrey E. Young, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Juniper Pharmaceuticals, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Jeffrey E. Young

Jeffrey E. Young

Senior Vice President, Finance, Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

DATE: May 4, 2017

Exhibit 32.1

Certification Pursuant to

18 U.S.C. Section 1350

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Juniper Pharmaceuticals, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alicia Secor, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Alicia Secor

Alicia Secor

President and Chief Executive Officer

(Principal Executive Officer)

Date: May 4, 2017

Exhibit 32.2

Certification Pursuant to

18 U.S.C. Section 1350

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Juniper Pharmaceuticals, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey E. Young, Senior Vice President, Finance, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Jeffrey E. Young

Jeffrey E. Young

Senior Vice President, Finance, Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

DATE: May 4, 2017