Item 1.01 Entry into a Material Definitive Agreement.
On June 30, 2020, Minerva Neurosciences, Inc. (the "Company") exercised its
right to opt out of the co-development and license agreement for seltorexant (as
amended, the "License Agreement") with Janssen Pharmaceutica, N.V. ("Janssen")
as contemplated by that certain Settlement Agreement (the "Settlement
Agreement") with Janssen dated June 24, 2020, which became effective upon
exercise of the opt out, pursuant to which the Company and Janssen resolved
certain disputes under License Agreement.
Under the Settlement Agreement, the Company agreed not to assert that Decision
Point 4 (as defined in the License Agreement) has not been reached, Janssen
waived the requirement that opt-out occur after Decision Point 4 in order for
the Company to receive a royalty on sales of seltorexant after opt-out,and the
Company and Janssen agreed to waive any payments to the other with respect to
development costs for seltorexant. As a result of the exercise of its right to
opt out of the License Agreement with Janssen, the License Agreement is deemed
to have been terminated effective as of October 2, 2019.
The foregoing description of the Settlement Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, reference to the
Settlement Agreement, which will be filed with the Securities and Exchange
Commission (the "SEC") as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 2020.
Item 1.02 Other Events.
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K to the
extent required by this Item 1.02 is incorporated herein by reference.
Item 8.01 Other Events.
On July 1, 2020, the Company issued a press release reporting that it has
exercised its right to opt out of the License Agreement with Janssen and that,
as a result, the Company will now collect a royalty on worldwide sales of
seltorexant in the mid-single digits, with no financial obligations to Janssen.
A copy of the above referenced press release is filed as Exhibit 99.1 to this
Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated July 1, 2020.
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