Minerva Neurosciences logo

Terms of Use

MINERVA NEUROSCIENCES, INC.

Last Updated: August 2016

Welcome to Minerva Neurosciences, Inc. (“Minerva”). These Terms of Use (“Terms”) apply to
and govern your access and use of the websites offered by Minerva, including the website
located at: www.minervaneurosciences.com (collectively, the “Sites”). These Sites are dedicated
solely to providing general educational information and are not intended to provide medical
advice of any kind. Please read these Terms carefully before accessing, browsing or using
the Sites. By accessing, browsing or using any of the Sites, you acknowledge that you have
read, understood and agree to these Terms. If you do not agree to these Term, or if you do
not agree with our Privacy Policy please do not browse or use the Sites or use any of the
information offered herein.

1. CERTAIN DISCLAIMERS

ALL INFORMATION CONTAINED ON THE SITES, INCLUDING ANY PRODUCT, SERVICE, BUSINESS OR
MEDICAL INFORMATION, IS SOLELY FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY.
SUCH INFORMATION IS NOT A SUBSTITUTE FOR ACTUAL MEDICAL CARE. PERSONS REQUIRING
DIAGNOSIS OR TREATMENT, OR WHO HAVE SPECIFIC QUESTIONS RELATED TO THEIR CONDITION OR
CARE, ARE URGED TO CONTACT THEIR HEALTH CARE PROVIDER. MINERVA MAKES NO
REPRESENTATION AND ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF INFORMATION
CONTAINED ON OR AVAILABLE THROUGH THE SITES, AND SUCH INFORMATION IS SUBJECT TO
CHANGE WITHOUT NOTICE.

2. INTELLECTUAL PROPERTY OWNERSHIP

All text, content, documents, names, logos, trademarks, service marks, brand identities,
characters, trade names, graphics, designs, copyrights, trade dress, or other intellectual property
appearing in the Sites, and the organization, compilation, look and feel, illustrations, artwork,
videos, music, software and other works on the Sites (the “Materials”) are owned by Minerva
and its affiliates or used with permission or under license from a third party (hereinafter
collectively referred to as the “Owner”) and are protected under copyright, trademark and other
intellectual property and proprietary rights laws. As between Minerva and you, all right, title and
interest in and to the Materials will at all times remain with Minerva and/or its Owners. The
words “Minerva,” “Minerva Neurosciences”, the “Minerva” logo, and other marks, logos and
titles are registered and/or common law trade names, trademarks or service marks of Minerva.
Except as expressly provided herein, nothing on the Site shall be construed as conferring any
license under Minerva’s and/or its Owner’s intellectual property rights, whether by estoppel,
implication or otherwise. Notwithstanding anything herein to the contrary, Minerva may revoke
any of the foregoing rights and/or your access to the Site, or any part thereof, including the
blocking of your IP Address, at any time without prior notice.

3. RESTRICTIONS ON USE

No other use of the Sites or Materials is authorized. You agree that any copy of the Materials (or
any portion of the Materials) that you make must retain all copyright and other proprietary
notices contained herein or therein. Framing of the Sites or Materials or posting of Materials on
other websites is strictly prohibited. The use or misuse of any Materials, except as provided in
the Terms of Use or in the Materials, is strictly prohibited. You shall not, without Minerva’s
express written consent: (a) distribute text or graphics to others, (b) copy and retransmit,
disseminate, broadcast, circulate, or otherwise distribute the Materials on any other server, or
modify or re-use all or part of the Materials on this system or any other system, (c) use any
tradename, trademark, or brand name of Minerva in metatags, keywords and/or hidden text, (d)
copy, distribute, modify, transmit, perform, reuse, re-post, or otherwise display the Materials, in
whole or in part, for public or commercial purposes or modify, translate, alter or create any
derivative works thereof, (e) create derivative works from the Materials or commercially exploit
the Materials, in whole or in part, in any way, (f) use the Sites, the Materials, and/or any portion
thereof, in any manner that may give a false or misleading impression, attribution or statement as
to Minerva, the Owner, or any third party referenced therein, (g) use the Materials accessible via
the Sites for unlawful purposes only, or (h) alter, remove or obscure any copyright notice, digital
watermarks, proprietary legends or any other notice included in the Materials.

4. FORWARD-LOOKING STATEMENTS

This Site contains forward-looking statements about Minerva’s financial and operating
performance, business plans and prospects, and products in development that involve substantial
risks and uncertainties. Actual results could differ materially from the expectations and
projections set forth in those statements. These statements include, but are not limited to,
statements regarding Minerva’s ability to successfully develop and commercialize its therapeutic
products; Minerva’s ability to expand its long-term business opportunities; Minerva’s
expectations regarding approval for its products by the U.S. Food and Drug Administration or
equivalent foreign regulatory agencies; estimates regarding the market potential for Minerva’s
products; financial projections and estimates and their underlying assumptions; and future
performance. All of such statements are subject to certain risks and uncertainties, many of which
are difficult to predict and generally beyond the control of Minerva, that could cause actual
results to differ materially from those expressed in, or implied or projected by, the forwardlooking
statements. These risks and uncertainties include, but are not limited to: whether any of
Minerva’s therapeutic candidates will advance further in the clinical trials process and whether
and when, if at all, they will receive final approval from the U.S. Food and Drug Administration
or equivalent foreign regulatory agencies and for which indications; whether any of Minerva’s
therapeutic candidates will be successfully marketed if approved; whether Minerva’s therapeutic
product discovery and development efforts will be successful; Minerva’s ability to achieve the
results contemplated by its collaboration agreements; the strength and enforceability of
Minerva’s intellectual property rights; competition from pharmaceutical and biotechnology
companies; the development of and Minerva’s ability to take advantage of the market for its
therapeutic products; Minerva’s ability to raise additional capital to fund our operations on
acceptable terms; general economic conditions; and the other risk factors contained in Minerva’s
periodic and interim reports filed with the Securities and Exchange Commission which are
available on the SEC website at www.sec.gov. You are cautioned not to place undue reliance on
these forward-looking statements that speak only as of the date hereof, and Minerva does not
undertake any obligation to revise and disseminate forward-looking statements to reflect events
or circumstances after the date hereof, or to reflect the occurrence of or non-occurrence of any
events.

5. LINKS

The Sites may contain links allowing you to leave the Sites for other sites that are not under our
control (“Linked Site”). Minerva provides the linked sites to you only as a convenience and does
not endorse any Linked Sites. Minerva is not responsible for the contents or transmission of any
Linked Site or any link contained in a Linked Site or for ensuring that the Linked Sites contain
no errors or viruses. Minerva is not responsible for the terms of use or privacy practices of the
Linked Sites or any link contained in the Linked Sites. Your linking to any Linked Site or any
other off-site page or other site is entirely at your own risk. Minerva encourages you to carefully
read the policies of each site you visit.

6. SUBMITTED IDEAS

While Minerva appreciates your interest in Minerva and the Sites, Minerva does not want and
cannot accept any ideas or information you consider confidential and/or proprietary. Except with
respect to your personally identifiable information (as expressly provided for in the PrivacyPolicy), all comments, suggestions, ideas, notes, drawings, concepts, or other information
disclosed or offered to us by you through the Sites or in response to solicitations on the Sites
shall be deemed to be non-confidential and non-proprietary and shall be the exclusive property of
Minerva. Further, you understand and acknowledge that Minerva employs both internal and
external resources which may have developed or may in the future develop ideas identical to or
similar to your suggestions or comments to suggestions and that Minerva is only willing to
consider the suggestion on these terms. In any event, you acknowledge and agree that Minerva
assumes no obligation of confidentiality or nondisclosure, express or implied by considering
your suggestion or idea. Without limitation, Minerva shall exclusively own, and you hereby
irrevocably transfer and assign to Minerva, all now known or hereafter existing rights in and to
the suggestion, and Minerva shall be entitled to unrestricted use of the suggestion for any
purpose whatsoever, commercial or otherwise without any form of compensation.

7. UNITED STATES ONLY

By using the Sites, you agree and acknowledge that it is hosted in the United States. If you are
attempting to access the Site from a physical location within the European Union, Asia, or any
other region with laws or regulations governing personal information collection, use, and
disclosure that differ from United States laws, please be advised that through your continued use
of this Site, which is governed by U.S. law, these Terms, and the Privacy Policy, you are
transferring your personal information to the United States and you consent to (1) such transfer,
(2) the application of the laws of the United States and/or the Commonwealth of Massachusetts
with respect to any dispute arising from or related to the Privacy Policy and/or your use of the
Sites, other than such rules, regulations, case law, and/or international treaties that would result
in the application of the laws of a jurisdiction other than the United States or the Commonwealth
of Massachusetts and (c) the exclusive jurisdiction of the courts of the United States and the
Commonwealth of Massachusetts.

8. DISCLAIMERS

While we strike to make the Sites, Materials and the features, content and information provided
through the Sites reasonably helpful, useful, reliable and current, you understand and agree that
your access to and use of the Sites, the Materials, and all information available through the Sites
are at your own initiative and risk. We do not promise, covenant, represent, warrant or guarantee
that you or any other user of the Sites will obtain any particular or tangible result or goal through
the use of the Sites, or obtain any other product or service in connection with the use of the Sites.

WITHOUT LIMITING THE FOREGOING, THE SITE, THE MATERIALS AND ALL
OTHER FEATURES ON THE SITE ARE PROVIDED TO YOU “AS IS” AND “AS
AVAILABLE” WITHOUT WARRANTY OF ANY KIND WITH RESPECT TO THE SITE
AND/OR MATERIALS, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT.
SHOULD APPLICABLE LAW NOT PERMIT THE FOREGOING
EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, THEN MINERVA HEREBY
GRANTS THE MINIMUM EXPRESS OR IMPLIED WARRANTY REQUIRED BY SUCH
APPLICABLE LAW. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,
OBTAINED BY YOU FROM MINERVA, ITS EMPLOYEES, AGENTS, SUPPLIERS OR
ANY OTHER PERSONS SHALL CREATE ANY WARRANTY, REPRESENTATION OR
GUARANTEE NOT EXPRESSLY STATED IN THIS SECTION. ADDITIONALLY,
MINERVA DOES NOT MAKE ANY WARRANTIES THAT THE SITE WILL BE
UNINTERRUPTED, SECURE OR ERROR FREE OR THAT YOUR USE OF THE SITE
WILL MEET YOUR EXPECTATIONS, OR THAT THE SITE, MATERIALS, OR ANY
PORTION THEREOF, IS CORRECT, ACCURATE, OR RELIABLE. MINERVA RESERVES
THE RIGHT TO CHANGE ANY PART OF THE SITE AT ANYTIME WITHOUT NOTICE.

9. LIMITATION OF LIABILITY

IN NO EVENT SHALL THE MINERVA, ITS CONTRACTORS, SUPPLIERS, CONTENT
PROVIDERS AND OTHER SIMILAR ENTITIES, AND THE OFFICERS, DIRECTORS,
EMPLOYEES, REPRESENTATIVES AND AGENTS OF EACH OF THE FOREGOING, BE
LIABLE TO YOU, YOUR ORGANIZATION, OR ANY OTHER THIRD-PARTY FOR ANY
LOSS, COST, DAMAGE, OR OTHER INJURY, WHETHER IN CONTRACT, TORT,
NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN
CONNECTION WITH: (A) THE USE OF, OR RELIANCE ON, THE SITE, THE
MATERIALS, OR THE INFORMATION AND CONTENT ACCESSIBLE ON OR
THROUGH THE SITE OR THROUGH THE MINERVA; OR (B) THE USE, COPYING, OR
DISPLAY OF THE SITE OR THE CONTENT OR THE TRANSMISSION OF
INFORMATION TO OR FROM THE SITE OVER THE INTERNET. UNDER NO
CIRCUMSTANCES SHALL THE MINERVA, ITS CONTRACTORS, SUPPLIERS
CONTENT-PROVIDERS AND OTHER SIMILAR ENTITIES, AND THE OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS OF EACH OF THE FOREGOING, BE LIABLE
TO YOU, YOUR ORGANIZATION, OR ANY OTHER THIRD-PARTY FOR ANY DIRECT,
INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR SIMILAR
DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA,
LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE,
BUSINESS INTERRUPTION AND CLAIMS OF THIRD-PARTIES) ARISING OUT OF OR
IN CONNECTION WITH THESE TERMS, THE SITE, OR ANY OTHER CAUSE BEYOND
THE CONTROL OF MINERVA, EVEN IF THE MINERVA WAS ADVISED, KNEW, OR
SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. IN A
JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CERTAIN DAMAGES, THE LIABILITY OF THE MINERVA, ITS
CONTRACTORS, SUPPLIERS, CONTENT-PROVIDERS, AND OTHER SIMILAR
ENTITIES, AND THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND
AGENTS OF EACH OF THE FOREGOING, SHALL BE LIMITED IN ACCORDANCE
WITH THESE TERMS TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT
LIMITING ANY OF THE FOREGOING, IF THE MINERVA, ITS CONTRACTORS,
SUPPLIERS, CONTENT-PROVIDERS, OR OTHER SIMILAR ENTITIES, OR ANY OF THE
OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, OR AGENTS OF ANY OF
THE FOREGOING, IS FOUND LIABLE TO YOU OR TO ANY THIRD-PARTY AS A
RESULT OF ANY CLAIMS OR OTHER MATTERS ARISING UNDER OR IN
CONNECTION WITH THESE TERMS, THE SITE, OR THE USE OF THE SITE, THE
MINERVA AND SUCH PARTIES’ CUMULATIVE, AGGREGATE AND MAXIMUM
LIABILITY FOR ALL SUCH CLAIMS AND OTHER MATTERS IN ANY CALENDAR
YEAR SHALL NOT EXCEED $100. THE LIMITATION OF LIABILITY HEREIN IS A
FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR
ALLOCATION OF RISK. THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH
LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF
LIABILITY, DISCLAIMERS AND EXCLUSIVE REMEDIES SPECIFIED HEREIN WILL
SURVIVE EVEN IF FOUND TO HAVE FAILED IN THEIR ESSENTIAL PURPOSE.

10. INDEMNIFICATION

You agree to indemnify, defend and hold the Minerva, and the officers, directors, employees and
agents of the Minerva, harmless from and against all claims, demands, suits or other proceedings,
and all resulting loss, damage, liability, cost and expense (including reasonable attorneys’ fees),
brought by any third-party in connection with or arising out of content, data, or information that
you submit, post to, or transmit through the Site or the Minerva, your access to and use of the
Content, the Site and other Materials available on or through the Site and the Minerva, your
violation of these Terms, or your violation of any rights of another. We reserve, and you grant to
us, the right to assume exclusive defense and control of any matter subject to indemnification by
you. All rights and duties of indemnification that are set forth herein shall survive termination of
these Terms.

11. UPDATES TO THESE TERMS

PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY MINERVA IN ITS
SOLE DISCRETION AT ANY TIME. When changes are made, Minerva will make a new copy
of the Terms available at the Sites. We will also update the “Last Updated” date at the top of the
Terms. Any changes to the Terms will be effective thirty (30) days after posting notice of such
changes on the Sites. Minerva may require you to provide consent to the updated Terms in a
specified manner before further use of the Sites is permitted. If you do not agree to any change(s)
after receiving a notice of such change(s), you shall stop using the Sites. Otherwise, your
continued use of the Sites constitutes your acceptance of such change(s). PLEASE
REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

12. MISCELLANEOUS

These Terms and the Privacy Policy referenced herein (as each may be revised and amended at
any time and from time-to-time according to their respective terms) collectively constitute the
entire agreement with respect to your access to and use of the Sites, the Materials and any other
information available on or through the Site or through the Minerva. Our electronically or
otherwise properly stored copy of these Terms shall be deemed to be the true, complete, valid,
authentic and enforceable copy of these Terms, and you agree that you shall not contest the
admissibility or enforceability of Minerva’s copy of these Terms in connection with any action
or proceeding arising out of or relating to these Terms. Except as expressly provided for herein,
these Terms do not confer any rights, remedies, or benefits upon any person other than you and
the Minerva may assign its rights and duties under these Terms at any time to any third-party
without notice. You may not assign these Terms without our prior written consent. These Terms
shall be binding on and inure to the benefit of the parties hereto and their respective successors
and assigns. Should any provision of these Terms be held to be void, invalid, unenforceable, or
illegal by a proper legal authority, the validity and enforceability of the other provisions hereof
shall not be affected. You are responsible for complying with any and all laws of the jurisdiction
from which you are accessing the Site and any other jurisdiction whose laws apply to you or
your actions. You agree that you will not access or use the Site, the Content, or any other
information or materials on the Site in violation of the aforementioned laws or these Terms.

13. QUESTIONS, COMPLAINTS, CLAIMS

If you have any questions, complaints or claims with respect to the Sites, Materials or any
information available therein, please contact us at: info@minervaneurosciences.com. We will do
our best to address your concerns. If you feel that your concerns have been addressed
incompletely, we invite you to let us know for further investigation.

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