0001047469-14-003612 Sample Contracts

EMPLOYMENT AGREEMENT between
Employment Agreement • April 9th, 2014 • Minerva Neurosciences, Inc. • Pharmaceutical preparations
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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 SA
Share 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”).

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CONSULTING AGREEMENT
Consulting 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”).

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COMMON STOCK PURCHASE AGREEMENT
Common 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”).

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REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 9th, 2014 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • Delaware

THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of March 28, 2014, is made by and among Minerva Neurosciences, Inc., a Delaware corporation, as successor in interest to Cyrenaic Pharmaceuticals, Inc. (the “Company”), and the undersigned stockholders of the Company (the “Purchasers”).

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EMPLOYMENT AGREEMENT between
Employment Agreement • April 9th, 2014 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • England and Wales
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DATED 6th SEPTEMBER 2010
Agreement • April 9th, 2014 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • England and Wales
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AMENDMENT NO. 1 TO THE CONSULTING AGREEMENT
The Consulting Agreement • April 9th, 2014 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • Delaware

This Amendment No. 1 (this “Amendment”) to the Consulting Agreement, dated as of January 11, 2011 (the “Agreement”), is made and entered into as of September 1, 2011 (the “Execution Date”), by and between Cyrenaic Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Remy Luthringer, an individual (“Consultant”). Company and Consultant are each referred to individually as a “Party” and together as the “Parties”.

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STOCK REPURCHASE AGREEMENT
Stock Repurchase Agreement • April 9th, 2014 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • Delaware

THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) entered into April 3, 2014 and effective as of March 31, 2014 by and among Minerva Neurosciences, Inc., a Delaware corporation (the “Company”), and Wint2felden Holding SA, a Swiss corporation (the “Stockholder”).

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CONSULTING AGREEMENT
Consulting Agreement • April 9th, 2014 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • Delaware

This CONSULTING AGREEMENT (this “Agreement”) is entered into as of January 11, 2011, by and between Cyrenaic Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Remy Luthringer, an individual (“Consultant”).

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STOCK PURCHASE AGREEMENT BY AND AMONG CYRENAIC PHARMACEUTICALS, INC., CARE CAPITAL INVESTMENTS III LP AND INDEX VENTURES III (Delaware) L.P., and certain affiliates August 29, 2007
Stock Purchase Agreement • April 9th, 2014 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • Delaware

This Stock Purchase Agreement (this “Agreement”) is made as of August 29, 2007 by and among Cyrenaic Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of Care Capital Investments III LP (“Care Investments”), Care Capital Offshore Investments III LP, (“Care Offshore, and together with Care Investments, “Care”), Index Ventures III (Jersey) L.P., and each other affliated Index fund listed on Schedule A attached hereto (collectively, “Index”). “Index” and Care shall be collectively referred to as the “Purchasers”.

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AGREEMENT AND PLAN OF MERGER OF SONKEI PHARMACEUTICALS, INC. (a Delaware corporation) WITH AND INTO CYRENAIC PHARMACEUTICALS, INC. (a Delaware corporation)
Agreement and Plan of Merger • April 9th, 2014 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of November 12, 2013, by and between Sonkei Pharmaceuticals, Inc., a Delaware corporation (“Sonkei”), and Cyrenaic Pharmaceuticals, Inc., a Delaware corporation (“Cyrenaic”).

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