5,000,000 Shares Minerva Neurosciences, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 29th, 2017 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • New York
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • June 10th, 2014 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , between Minerva Neurosciences, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
MINERVA NEUROSCIENCES, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Preferred Stock Warrant Agreement • September 14th, 2022 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between MINERVA NEUROSCIENCES, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
MINERVA NEUROSCIENCES, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [ ], 20Common Stock Warrant Agreement • August 10th, 2018 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between MINERVA NEUROSCIENCES, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • September 14th, 2022 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • New York
MINERVA NEUROSCIENCES, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • September 14th, 2022 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between MINERVA NEUROSCIENCES, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
MINERVA NEUROSCIENCES, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • September 14th, 2022 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between MINERVA NEUROSCIENCES, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 20th, 2015 • Minerva Neurosciences, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of January 16, 2015 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and MINERVA NEUROSCIENCES, INC., a Delaware corporation with offices located at 1601 Trapelo Road, Suite 284, Waltham, MA 02451 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 18th, 2015 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 13, 2015, by and among Minerva Neurosciences, Inc., a Delaware corporation, with its principal offices at 1601 Trapelo Road, Suite 284, Waltham, MA 02451 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
PROMISSORY NOTEPromissory Note • June 10th, 2014 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • Delaware
WHEREAS, Sonkei Pharmaceuticals, Inc., a Delaware corporation (the “Company”) has agreed to sell 1,112,500 shares of Company stock (“Restricted Stock”) to Maker, pursuant to that certain Subscription Agreement, dated as of the date hereof (the “Grant Agreement”);
ContractRetention Benefits Agreement • November 2nd, 2020 • Minerva Neurosciences, Inc. • Pharmaceutical preparations
Certain identified information identified with brackets (“[•••]”) has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • June 10th, 2014 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • New York
This Second Amendment (“SECOND AMENDMENT”) dated as of 20 January, 2014 (“AMENDMENT DATE”) is entered into between Minerva Neurosciences, Inc. (F/K/A Cyrenaic Pharmaceuticals, Inc., a Delaware corporation, having a place of business located at 245 First Street, Suite 1800, Cambridge MA 02142, U.S.A. (“LICENSEE”) and Mitsubishi Tanabe Pharma Corporation, a Japanese corporation, having a place of business located at 6-18, Kitahama 2 Chome, Chuo-ku, Osaka 541-8505, Japan (“MTPC”).
June 12, 2018 Dear Devin,Employment Agreement • May 6th, 2019 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • Massachusetts
This agreement (hereafter "Employment Agreement") will formalize the terms and conditions of your employment with Minerva Neurosciences, Inc. (the "Company").
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 10th, 2014 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made on August 29, 2007 (the “Effective Date”) by and among Cyrenaic Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Investors listed on Schedule I hereto (the “Investors”).
May 30, 2014 Fred Ahlholm Dear Fred:Employment Agreement • November 5th, 2015 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • Massachusetts
This agreement (hereafter “Employment Agreement”) will formalize the terms and conditions of your employment with Minerva Neurosciences, Inc. (the “Company”).
EMPLOYMENT AGREEMENT betweenEmployment Agreement • April 9th, 2014 • Minerva Neurosciences, Inc. • Pharmaceutical preparations
October 4, 2013 Dr. Rogerio Vivaldi Coelho Brookline, MA, 02467 US Dear Rogerio:Employment Agreement • June 10th, 2014 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • Massachusetts
Further to our offer letter to you dated September 17, 2013 (the “Offer Letter”), this agreement (this “Employment Agreement”) will formalize the terms and conditions of your employment with Cyrenaic Pharmaceuticals, Inc. (the “Company”).
CO-DEVELOPMENT AND LICENSE AGREEMENT BY AND BETWEEN JANSSEN PHARMACEUTICA, N.V. AND MINERVA NEUROSCIENCES, INC. DATED FEBRUARY 13, 2014Co-Development and License Agreement • June 10th, 2014 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • New York
THIS CO-DEVELOPMENT AND LICENSE AGREEMENT (the “Agreement”), executed as of February 13, 2014 (the “Execution Date”), is made by and between Janssen Pharmaceutica, N.V., a corporation organized and existing under the laws of Belgium, having its principal place of business is at Turnhoutseweg 30, 2340 Beerse, Belgium (hereinafter “Janssen”), and Minerva Neurosciences, Inc., a corporation organized under the laws of the State of Delaware, having its principal place of business at 245 First Street, Cambridge, Massachusetts (hereinafter “Minerva”). Janssen and Minerva are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SHARE PURCHASE AGREEMENT dated as of February 11, 2014 among MINERVA NEUROSCIENCES, INC., MIND-NRG SA and THE PARTIES SET FORTH ON SCHEDULE A Relating to the Purchase and Sale of 100% of the capital stock of MIND-NRG SAShare Purchase Agreement • April 9th, 2014 • Minerva Neurosciences, Inc. • Pharmaceutical preparations
This SHARE PURCHASE AGREEMENT, is made and entered into as of February 11, 2014 (the “Agreement”), by and among MINERVA NEUROSCIENCES, INC., a Delaware corporation (“Buyer”), Mind-NRG SA, a Swiss corporation (société anonyme/Aktiengesellschaft) (the “Company”), and the parties set forth on Schedule A hereto (the “Shareholders”).
LICENSE AGREEMENTLicense Agreement • June 10th, 2014 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (hereinafter referred to as “Agreement”) dated as of 30 August, 2007 (hereinafter referred to as “Effective Date”), is entered into between Cyrenaic Pharmaceuticals, Inc., a Delaware corporation, having a place of business located at 47 Hulfish Street, Suite 310 Princeton NJ 08542, the U.S. (hereinafter referred to as “LICENSEE”) and Mitsubishi Pharma Corporation, a Japanese corporation, having a place of business located at 6-9, Hiranomachi 2-chome, Chuo-ku, Osaka 541-0046, Japan (hereinafter referred to as “MPC”).
CONSULTING AGREEMENTConsulting Agreement • April 9th, 2014 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • New York
This CONSULTING AGREEMENT (this “Agreement”) is entered into as of 1st October, 2011, by and between Sonkei Pharmaceuticals Inc, a Delaware corporation (the “Company”), and Geoff Race, an individual (“Consultant”).
LICENSE AGREEMENTLicense Agreement • June 10th, 2014 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (hereinafter referred to as “Agreement”) dated as of September 1, 2008 (hereinafter referred to as “Effective Date”), is entered into between Sonkei Pharmaceuticals, Inc., a Delaware corporation, having a place of business located at 47 Hulfish Street, Suite 310, Princeton, NJ 08542, United States of America (hereinafter referred to as “LICENSEE”) and Mitsubishi Tanabe Pharma Corporation, a Japanese corporation, having a place of business located at 2-10, Dosho-machi 3 chome, Chuo-ku, Osaka 541-8505, Japan (hereinafter referred to as “MTPC”).
AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 10th, 2014 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDMENT NO. 1 TO INVESTMENT RIGHTS AGREEMENT (this “Amendment”), dated as of December 20, 2013, is made by and among Minerva Neurosciences, Inc., a Delaware corporation, as the corporate successor to Cyrenaic Pharmaceuticals, Inc. (the “Company”), and the undersigned investors of the Company (the “Investors”).
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • June 10th, 2014 • Minerva Neurosciences, Inc. • Pharmaceutical preparations
This Amendment dated as of 16th June, 2011 is entered into between Cyrenaic Pharmaceuticals, Inc., a Delaware corporation, having a place of business located at 47 Hulfish Street, Suite 310 Princeton NJ 08542, U.S.A. (“LICENSEE”) and Mitsubishi Tanabe Pharma Corporation, a Japanese corporation, having a place of business located at 6-18, Kitahama 2 Chome, Chuo-ku, Osaka 541-8505, Japan (“MTPC”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • April 9th, 2014 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • New Jersey
This COMMON STOCK PURCHASE AGREEMENT (“Agreement”) is made as of February 13, 2014 (the “Effective Date”), by and between Minerva Neurosciences, Inc., a Delaware corporation (the “Company”), and Johnson & Johnson Development Corporation, a New Jersey corporation (the “Investor”).
September 2, 2021 Jay B. Saoud Groton, MA 01450 Re: Transition, Separation, and Consulting Agreement Dear Jay:Transition, Separation, and Consulting Agreement • September 8th, 2021 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • Massachusetts
This letter sets forth the terms of the transition, separation, and consulting agreement (the “Agreement”) that Minerva Neurosciences, Inc. (the “Company”) is offering to you to aid in your transition.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 25th, 2016 • Minerva Neurosciences, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of February 23, 2016, by and among OXFORD FINANCE LLC (“Oxford”) as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise a party thereto from time to time, including without limitation, Oxford in its capacity as a Lender, and SILICON VALLEY BANK, a California corporation (“SVB”) (in such capacity, each a “Lender” and collectively, the “Lenders”), and MINERVA NEUROSCIENCES, INC., a Delaware corporation (“Borrower”).
ContractSupplemental Retention Benefits Letter Agreement • May 12th, 2021 • Minerva Neurosciences, Inc. • Pharmaceutical preparations
Certain identified information identified with brackets (“[•••]”) has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.
EMPLOYMENT AGREEMENTEmployment Agreement • August 4th, 2016 • Minerva Neurosciences, Inc. • Pharmaceutical preparations
SUBLEASE AGREEMENTSublease Agreement • October 6th, 2017 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • Massachusetts
THIS SUBLEASE AGREEMENT (this “Sublease”), dated as of October 2, 2017, is entered into by and between Profitect, Inc., a Delaware corporation, (“Sublandlord”), and Minerva Neurosciences, Inc., a Delaware corporation, (“Subtenant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 9th, 2014 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • New Jersey
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of February 13, 2014 (the “Effective Date”) by and between Minerva Neurosciences, Inc., a Delaware corporation (the “Company”) and Johnson & Johnson Development Corporation, a New Jersey corporation (the “Investor”).
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • May 7th, 2015 • Minerva Neurosciences, Inc. • Pharmaceutical preparations
This SECOND AMENDMENT TO LICENSE AGREEMENT (this “AMENDMENT”), dated as of April 21, 2015 (the “EFFECTIVE DATE”), is entered into by and between Minerva Neurosciences, Inc. (formerly known as Sonkei Pharmaceuticals, Inc.), a Delaware corporation with offices at 1601 Trapelo Road, Suite 284,Waltham, MA 02451 (“LICENSEE”), and Mitsubishi Tanabe Pharma Corporation, a Japanese corporation with offices at 3-2-10 Dosho-machi, Chuo-ku, Osaka 541-8505, Japan (“MTPC”).
April 27, 2021 Re:Supplemental Retention Benefit Dear __________:Executive Supplemental Retention Benefits Letter Agreement • May 12th, 2021 • Minerva Neurosciences, Inc. • Pharmaceutical preparations
You will recall that last year the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Minerva Neurosciences, Inc. (the “Company”) adopted a retention program for certain of its key employees, pursuant to which the Company provided certain cash and equity incentives designed to retain employees (the “Retention Program”).
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • June 14th, 2017 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • Delaware
This Stock Repurchase Agreement (this “Agreement”) is made and entered into as of June 13, 2017, by and among Minerva Neurosciences, Inc., a Delaware corporation (the “Company”), and Johnson & Johnson Innovation – JJDC, Inc. (f/k/a Johnson & Johnson Development Corporation), a New Jersey corporation (the “Seller”).
LOAN AGREEMENT (the “AGREEMENT”) made as of May 23, 2014 by and amongLoan Agreement • June 10th, 2014 • Minerva Neurosciences, Inc. • Pharmaceutical preparations
(Index V, Index Parallel V, Index IV, Index IV Parallel, Index III Delaware, Index III Jersey, Index III Parallel, Yucca, LRM, KMOFIN, Care and Care Offshore each a “Lender” and, together, the “Lenders”).
