Minerva Neurosciences, Inc. (NASDAQ:NERV) Files An 8-K Entry into a Material Definitive Agreement

Minerva Neurosciences, Inc. (NASDAQ:NERV) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01 Entry into a Material Definitive Agreement

Amendment to Co-Development and License Agreement

On June13, 2017, Minerva Neurosciences, Inc., a Delaware
corporation (the Company or Minerva) entered into an amendment to
that certain Co-Development and License Agreement between the
Company and Janssen Pharmaceutica NV, one of the Janssen
Pharmaceutical Companies of Johnson Johnson (Janssen), related to
the Companys MIN-202 product candidate (the Amendment).

to the Amendment, Minerva will gain global strategic control of
the development of MIN-202 to treat insomnia, and Janssen will
forego its right to royalties on MIN-202 insomnia sales in
Minerva territories. Minerva will retain its current rights to
MIN-202 as adjunctive therapy for major depressive disorder
(MDD), which include an exclusive license in the European Union,
Switzerland, Liechtenstein, Iceland and Norway, with royalties
payable by Minerva to Janssen, and royalties on sales payable by
Janssen to Minerva elsewhere worldwide.

Janssen has agreed to make an upfront payment to Minerva of
$30million upon the effectiveness of the Amendment. Janssen has
also agreed to make a $20million payment at the start of a Phase
3 insomnia trial for MIN-202, a $20million payment when 50% of
the patients are enrolled in this trial, and further agreed to
waive the remaining payments due from Minerva for Phase 2
development of MIN-202, which total
approximately $13million.

Upon the
effectiveness of the Amendment, Minerva will assume all financial
responsibility for Phase 3 development costs for MIN-202 in
insomnia. The effectiveness of the Amendment is contingent upon
the closing of Johnson and Johnsons pending acquisition of
Actelion Ltd. and approval by the European Commission.

Stock
Repurchase Agreement

On June13, 2017,
in connection with the Amendment, Minerva also entered into a
stock repurchase agreement with Johnson Johnson Innovation-JJDC
Inc. to repurchase all of the approximately 3.9million shares of
Minerva stock held by Johnson Johnson Innovation-JJDC Inc. at a
per share price of $0.0001, for an aggregate purchase price of
approximately $389 (the Stock Repurchase Agreement). The
effectiveness of the Stock Repurchase Agreement is contingent
upon the closing of Johnson and Johnsons pending acquisition of
Actelion Ltd. and approval by the European Commission.

The foregoing
description of the Amendment and the Stock Repurchase Agreement
does not purport to be complete and is qualified in its entirety
by reference to the full text of the Amendment and the Stock
Repurchase Agreement, which are filed as Exhibits 10.1 and 10.2
to this Current Report on Form 8-K and incorporated by reference
herein.

Item9.01.
Financial Statements and Exhibits

(d)
Exhibits

ExhibitNo.

Description

10.1 Amendment No.1 to Co-Development and License Agreement dated
June13, 2017, by and between Minerva Neurosciences, Inc. and
Janssen Pharmaceutica NV.
10.2 Stock Repurchase Agreement dated June13, 2017 by and between
Minerva Neurosciences, Inc. and Johnson Johnson
Innovation-JJDC Inc.


About Minerva Neurosciences, Inc. (NASDAQ:NERV)

Minerva Neurosciences, Inc. is a clinical-stage biopharmaceutical company. The Company is focused on the development and commercialization of a portfolio of product candidates to treat patients suffering from central nervous system (CNS) diseases. The Company’s product portfolio include MIN-101 for the treatment of schizophrenia; MIN-117 for the treatment of major depressive disorder (MDD); MIN-202 (also known as JNJ-42847922) for the treatment of insomnia disorder and adjunctive MDD, and MIN-301 for the treatment of Parkinson’s disease. MIN-101 blocks serotonin receptors and sigma receptors, over two receptors in the brain that are involved in the regulation of mood, cognition, sleep and anxiety. MIN-117 is meant to block a specific subtype of serotonin receptor called 5-HT1A. MIN-202 is a selective orexin 2 receptor antagonist it is developing in collaboration with Janssen Pharmaceutica NV. MIN-301 is a soluble recombinant form of the Neuregulin-1b1 protein.

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