Item 1.01 Entry into a Material Definitive Agreement.

On January 19, 2021, Minerva Neurosciences, Inc. (the "Company") issued a press release announcing that the Company and Royalty Pharma plc ("Royalty Pharma") had entered into an agreement (the "Royalty Agreement") pursuant to which Royalty Pharma will acquire the Company's royalty interest in seltorexant for an upfront payment of $60 million and up to $95 million in additional milestone payments. The additional payments to the Company will be contingent on the achievement of certain clinical, regulatory and commercialization milestones. Seltorexant is currently in Phase 3 development for the treatment of major depressive disorder (MDD) with insomnia symptoms by Janssen Pharmaceutica, N.V. A copy of the above referenced press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

The foregoing summary of the material terms of the Royalty Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Royalty Agreement. The Company intends to file a copy of such agreement with its Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

Item 9.01 Financial Statements and Exhibits




(d) Exhibits



Exhibit
  No.       Description

99.1          Press Release of the Company dated January 19, 2021.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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