EX-10.1



 Exhibit 10.1 

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT 

THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of August 27, 2015, by and
among OXFORD FINANCE LLC (“Oxford”) as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise a party thereto from
time to time, including without limitation, Oxford in its capacity as a Lender, and SILICON VALLEY BANK, a California corporation (“SVB”) (in such capacity, each a “Lender” and collectively, the
“Lenders”), and MINERVA NEUROSCIENCES, INC., a Delaware corporation (“Borrower”). 

RECITALS 

A. Collateral Agent, Lenders and Borrower have entered into that certain Loan and Security Agreement dated as of January 16, 2015
(as the same may from time to time be amended, modified, supplemented or restated, the “Loan Agreement”). Lenders have extended credit to Borrower for the purposes permitted in the Loan Agreement. 

B. Borrower has requested that Collateral Agent and Lenders amend the Loan Agreement to modify the interest-only extension milestone as
more fully set forth herein. 
 C. Collateral Agent and Lenders have agreed to so amend certain provisions of the Loan Agreement, but
only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below. 

AGREEMENT 

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 
 1.
Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement. 

2. Amendment to Loan Agreement.  

2.1 Section 13 (Definitions). Clause (a) of the definition of “Interest-Only Extension Milestone” is amended by
deleting the phrase “Borrower has received unrestricted net cash proceeds of not less than” and substituting in lieu thereof the phrase “Borrower has received unrestricted gross cash proceeds of not less than”. 

3. Limitation of Amendment. 

3.1 The amendment set forth in Section 2 above is effective for the purposes set forth herein and shall be limited precisely
as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Collateral Agent or any Lender may
now have or may have in the future under or in connection with any Loan Document. 







 3.2 This Amendment shall be construed in connection with and as part of the Loan Documents
and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, as amended by this Amendment, are hereby ratified and confirmed and shall remain in full force and effect. 

4. Representations and Warranties. To induce Collateral Agent and Lenders to enter into this Amendment, Borrower hereby represents and
warrants to Collateral Agent and Lenders as follows: 
 4.1 Immediately after giving effect to this Amendment (a) the
representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are
true and correct as of such date), and (b) no Event of Default has occurred and is continuing; 
 4.2 Borrower has the power and
authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; 

4.3 The organizational documents of Borrower most recently delivered to Collateral Agent and Lenders are true, accurate and complete
and have not been amended, supplemented or restated and are and continue to be in full force and effect; 
 4.4 The execution and
delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized; 

4.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree
of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; 

4.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision
thereof, binding on Borrower, except as already has been obtained or made; and 
 4.7 This Amendment has been duly executed and
delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other
similar laws of general application and equitable principles relating to or affecting creditors’ rights. 
 5. Integration. This
Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about
the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents. 
 6. Counterparts.
This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. 

  
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 7. Effectiveness. This Amendment shall be deemed effective upon (a) the due execution
and delivery to Collateral Agent and Lenders of this Amendment, and (b) Borrower’s payment of all Lenders’ Expenses incurred through the date of this Amendment. 

8. Acknowledgment. Lenders acknowledge and agree that, as of the date of this Amendment, Borrower has satisfied the Interest-Only
Extension Milestone, as amended by this Amendment. 
 [Remainder of Page Intentionally Left Blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed and delivered as of the date first written above. 
  

			
	BORROWER:
	
	MINERVA NEUROSCIENCES, INC.
		
	By:	 	 /s/ Mark S. Levine

	Name:	 	 Mark S. Levine

	Title:	 	 SVP and General Counsel

	
	COLLATERAL AGENT: 
	
	OXFORD FINANCE LLC
		
	By:	 	 /s/ Mark Davis

	Name:	 	 Mark Davis

	Title:	 	 Vice-President – Finance, Secretary & Treasurer

	
	LENDERS: 
	
	OXFORD FINANCE LLC
		
	By:	 	 /s/ Mark Davis

	Name:	 	 Mark Davis

	Title:	 	 Vice-President – Finance, Secretary & Treasurer

	
	SILICON VALLEY BANK
		
	By:	 	 /s/ Ryan Roller

	Name:	 	 Ryan Roller

	Title:	 	 Vice President


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