OVID Ovid Therapeutics Inc

Item 1 .0 1 . Business and Operations

On March 26, 2015, the Ovid Therapeutics Inc. (the “Company”) entered into an exclusive agreement with H. Lundbeck A/S (“Lundbeck”) for a worldwide perpetual licensing right related the research, development and commercialization of OV101, (the “Lundbeck License”). On May 10, 2019, the parties agreed to amend the Lundbeck License (the “Lundbeck Amendment”).

Pursuant to the Lundbeck License, the Company agreed to milestone payments upon the achievement of certain development, regulatory and sales milestones, such total milestone payments were increased under the Lundbeck Amendment from $181.0 million to $189.0 million.  Pursuant to the Lundbeck Amendment, the first milestone payment that is due upon the successful completion of the first Phase 3 trial for a product in which OV101 is an active ingredient has been reduced from $10.0 million to $1.0 million. 

Further, the Lundbeck License calls for the Company to pay royalties for an initial term based on a low double-digit percentage of sales and provides for the reduction of royalties in certain limited circumstances. The Lundbeck Amendment reduced such royalties from low-double digit percentage of sales to single-digit and low-double digit percentage of sales.

In addition, the Lundbeck Amendment removed the right of first negotiation that was granted by the Company to Lundbeck.  Finally, the Lundbeck Amendment removed the distinction for countries in the Asian Major Markets, as amended the Asian Major Markets will be treated the same as the rest of the world and the Company agreed to add certain regulatory milestones in the Asian Major Markets and such additional regulatory milestones are included in the total milestone payments of $189.0 million reported above.

A copy of the redacted Amendment is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information provided in this Current Report on Form 8-K, including the information contained in the press release furnished as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing..