Settlement Agreement, dated as of June 24, 2020, by and between Minerva Neurosciences, Inc. and Janssen Pharmaceutica, N.V

Defined Terms:  Unless otherwise defined herein, capitalized terms shall have the meanings ascribed thereto in the License Agreement.

Settlement Terms:  Subject to the conditions set forth in Section 3 of this Term Sheet, the Parties agree as follows:

On or before July 31, 2020, Minerva shall exercise its right to opt out of further joint Development of the Licensed Products, pursuant to Sections 3.10(g)(ii) and 11.5(a) of the License Agreement by sending to Janssen written notice of its decision to opt out in the form of the letter annexed hereto as Annex A (the “Opt-Out Notice”);

This opt-out shall be deemed to have occurred and be effective as of October 2, 2019 (the “Opt-Out Effective Date”), and the License Agreement is deemed to have been terminated as of the Opt-Out Effective Date.

The effects of termination set forth in Sections 11.6(a) and 11.6(b) of the License Agreement apply to such termination.

In accordance with Section 11.6(c) of the License Agreement, all rights and obligations of the Parties under the License Agreement are deemed to have been terminated on the Opt-Out Effective Date except those that survive as expressly set forth in Sections 11.6 and 11.8 of the License Agreement, including without limitation Minerva’s right to receive royalties under Section 11.6(b)(iii) of the License Agreement, which the parties agree arise as of the Opt-Out Effective

Date.

Each Party waives any payments owed to the other Party under the License Agreement as of the Opt-Out Effective Date.  For clarity, no payment is due from Minerva to Janssen, or from Janssen to Minerva, with respect to Development Costs incurred after the Opt-Out Effective Date.

Upon the receipt by Janssen of the Opt-Out Notice, each Party releases the other Party of any and all claims existing as of the date of the Opt-Out Notice, including the Dispute, whether known or unknown.

Settlement Conditions:  The settlement of the Dispute and the settlement terms recited in Section 2 and Section 4 of this Term Sheet are subject to and conditioned on the following:

On or before July 31, 2020, confirmation by Minerva in writing to Janssen and [***] that Minerva accepts the terms of this Term Sheet in settlement of this Dispute.

Each Party shall comply with the terms of this Term Sheet.

Waiver:  Each Party hereby waives (i) any assertion that any Decision Point has not been met or achieved, (ii) any requirement that Minerva’s opt-out occur after Decision Point 4 in order for Minerva to receive royalties following opt-out under Section 11.6(b) of the License Agreement, and (iii) the thirty-day notice requirement of Section 11.5(a) of the License Agreement.

Standstill Agreement:  The parties agree that neither party will commence an arbitration or other proceeding regarding the Dispute before August 1, 2020.

Non-Disclosure Agreement:  Each Party agrees that it shall not disclose the existence or terms of this Term Sheet to any third party, except as required by law.

Governing Law; Service of Process: This Term Sheet shall be governed by and construed under the substantive laws of the State of New York, without regard to conflicts of law or choice of law rules that would provide for application of the law of a jurisdiction outside New York. The Parties agree that service of process upon them in any legal action may be made if delivered in person, by courier service, by telegram, by facsimile or by first class mail, and shall be deemed effectively given upon receipt.