·] Shares Minerva Neurosciences, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 10th, 2014 • Minerva Neurosciences, Inc. • Pharmaceutical preparations • New York
· “Family Member” shall mean the spouse of the undersigned, an immediate family member of the undersigned or an immediate family member of the undersigned’s spouse, in each case living in the undersigned’s household or whose principal residence is the undersigned’s household (regardless of whether such spouse or family member may at the time be living elsewhere due to educational activities, health care treatment, military service, temporary internship or employment or otherwise). “Immediate family member” as used above shall have the meaning set forth in Rule 16a-1(e) under the Exchange Act.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification 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”).
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”).
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”).
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”);
PROMISSORY NOTEMinerva Neurosciences, Inc. • June 10th, 2014 • Pharmaceutical preparations • Delaware
WHEREAS, Minerva Neurosciences, Inc., a Delaware corporation (the “Company”) has agreed to sell 97,737 shares of Company stock (“Restricted Stock”) to Maker, pursuant to that certain Subscription Agreement, dated as of the date hereof (the “Grant Agreement”);
October 4, 2013 Dr. Rogerio Vivaldi Coelho Brookline, MA, 02467 US Dear Rogerio:Minerva Neurosciences, Inc. • June 10th, 2014 • 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, 2014Development 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.”
December 23, 2013 Joseph Reilly 12 Nelson Way Wilmington, MA 01887 Dear Joe:Minerva Neurosciences, Inc. • June 10th, 2014 • Pharmaceutical preparations • Massachusetts
Further to our offer letter to you dated December 13, 2013 (the “Offer Letter”), this agreement (this “Employment Agreement”) will formalize the terms and conditions of your employment with Minerva Neurosciences, Inc. (the “Company”).
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”).
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”).
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”).
