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

Term Sheet with Johnson and Johnson

On May31, 2017, Minerva Neurosciences, Inc., a Delaware
corporation (the Company or Minerva) announced that Minerva and
Johnson Johnson (JJ) entered into a binding term sheet on May30,
2017 (the Term Sheet) to amend that certain Co-Development and
License Agreement between Minerva and Janssen Pharmaceutica NV,
one of the Janssen Pharmaceutical Companies of JJ (Janssen),
related to the Companys MIN-202 product candidate. Minerva has
also agreed to repurchase all Minerva stock held by JJ at a per
share price of $0.0001.

Amendment to Co-Development and License Agreement

to the terms of the Term Sheet, Minerva and Janssen will enter
into an amendment (the Amendment) to the Co-Development and License
Agreement to which 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 the Term Sheet, 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 JJs pending acquisition of Actelion Ltd. and
approval by the European Commission.

Stock
Repurchase Agreement

In connection with
the Amendment, Minerva has also agreed to enter 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 JJs pending acquisition of Actelion Ltd. and
approval by the European Commission.

The foregoing
description of the Term Sheet does not purport to be complete and
is qualified in its entirety by reference to the full text of the
Term Sheet, which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and incorporated by reference herein, as well as the
full text of the contemplated Amendment and Stock Repurchase
Agreement, which the Company intends to file with the Securities
and Exchange Commission following their execution.

On May31, 2017,
the Company issued a press release relating to the Term Sheet
described above, a copy of which is attached as Exhibit 99.1 to
this Current Report on Form 8-K and incorporated by reference
herein.

Item9.01. Financial Statements and Exhibits

(d)
Exhibits

Exhibit

No.

Description

10.1 Binding Term Sheet dated May30, 2017 by and between Minerva
Neurosciences, Inc. and Johnson Johnson
99.1 Press Release dated May31, 2017


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.

Minerva Neurosciences, Inc. (NASDAQ:NERV) Recent Trading Information

Minerva Neurosciences, Inc. (NASDAQ:NERV) closed its last trading session down -0.30 at 8.25 with 259,803 shares trading hands.

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