DARE Dare Bioscience Inc

Item 1.01. Entry into a Material Definitive Agreement.

Stock Purchase Agreement with Daré Bioscience, Inc.

On March 19, 2017, Cerulean Pharma Inc., a Delaware corporation (“Cerulean” or the “Company”), Daré Bioscience, Inc., a Delaware corporation (“Daré”), and the holders of capital stock and securities convertible into capital stock of Daré named therein (the “Selling Stockholders”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”), pursuant to which, among other things, subject to the satisfaction or waiver of the conditions set forth in the Stock Purchase Agreement, each Selling Stockholder agreed to sell to Cerulean, and Cerulean agreed to purchase from each Selling Stockholder, all of the outstanding shares of capital stock, including those issuable upon conversion of convertible securities, of Daré (the “Daré Shares”) owned by such Selling Stockholder (the “Daré Transaction”).

The Selling Stockholders own (and will own upon conversion of all outstanding convertible securities of Daré) 100% of the outstanding Daré Shares and following the consummation of the Daré Transaction, Daré will become a wholly owned subsidiary of Cerulean.

Subject to the terms and conditions of the Stock Purchase Agreement, at the closing of the Daré Transaction, the Selling Stockholders will collectively receive a number of shares of Cerulean common stock equal to the product of the number of shares of Daré stock held by such Selling Stockholder multiplied by an exchange ratio calculated based on the relative valuations of each of Daré and Cerulean at the closing of the Daré Transaction. Also in connection with the Daré Transaction, Cerulean will assume the (i) outstanding stock option awards of Daré, and (ii) outstanding warrants of Daré, each of which will be adjusted to reflect the exchange ratio for the Daré Transaction. Immediately following the closing of the Daré Transaction, the shares issued to the Selling Stockholders in the Daré Transaction will represent between approximately 51% and 70% (depending on the net cash positions of Cerulean and Daré at closing) of the outstanding equity securities of Cerulean as of immediately following the consummation of the Daré Transaction.

Each of Cerulean, Daré and the Selling Stockholders has agreed to customary representations, warranties and covenants in the Stock Purchase Agreement including, among others, covenants relating to (1) using commercially reasonable efforts to obtain the requisite approvals of the stockholders of Cerulean to the Daré Voting Proposal described below, (2) non-solicitation of competing acquisition proposals by each of Cerulean and Daré, (3) Cerulean using commercially reasonable efforts to maintain the existing listing of the Company’s common stock on The NASDAQ Stock Market, Inc. (“NASDAQ”), and (4) Cerulean’s and Daré’s conduct of their respective businesses during the period between the date of signing the Stock Purchase Agreement and the closing of the Daré Transaction.

Consummation of the Daré Transaction is subject to certain closing conditions, including, among other things, (1) approval of the issuance of the shares of the Company’s common stock in the Daré Transaction by the stockholders of Cerulean in accordance with applicable NASDAQ rules (the “Daré Voting Proposal”), (2) the absence of any order, executive order, stay, decree, judgment or injunction or statute, rule or regulation that makes the consummation of the Daré Transaction illegal, or otherwise prohibits the consummation of the Daré Transaction, and (3) the approval of the NASDAQ Initial Listing Application—For Companies Conducting a Business Combination that Results in a Change of Control with respect to the shares of Cerulean common stock to be issued in connection with the Daré Transaction. Each party’s obligation to consummate the Daré Transaction is also subject to other specified customary conditions, including (1) the representations and warranties of the other party being true and correct as of the date of the Stock Purchase Agreement and as of the closing date of the Daré Transaction, generally subject to an overall material adverse effect qualification, and (2) the performance in all material respects by the other party of its obligations under the Stock Purchase Agreement. The Stock Purchase Agreement contains certain termination rights for both Cerulean and Daré, and further provides that, upon termination of the Stock Purchase Agreement under specified circumstances, Cerulean may be required to pay Daré a termination fee of $300,000, or Daré may be required to pay Cerulean a termination fee of $450,000.

Under the Stock Purchase Agreement, the Company has agreed that promptly following the closing of the Daré Transaction, it will take all action necessary to fix the number of members of the board of directors of Cerulean at five (5); to cause to be elected to the board of directors the three (3) such directors to be identified by Daré; and to obtain the resignations of certain of the Company’s existing directors and officers. In addition, the Company has agreed to take all action necessary to cause certain persons to be appointed as executive officers of the Company.

In connection with the Daré Transaction, Cerulean will change its name to Daré Bioscience, Inc., subject to the consummation of the Daré Transaction. In addition, if necessary, Cerulean may seek stockholder approval to effect a reverse split of Cerulean common stock at a ratio to be determined by Cerulean, which is intended to ensure that the listing requirements of NASDAQ are satisfied.

Also in connection with the Stock Purchase Agreement, certain stockholders holding in the aggregate approximately 17% of the outstanding common stock of Cerulean as of the date of the Stock Purchase Agreement have each entered into a support agreement in favor of Daré (the “Support Agreement”), pursuant to which such stockholders agree, among other things, to vote all of their shares of Cerulean capital stock in favor of the Daré Transaction and against any competing proposal.

The foregoing descriptions of the Stock Purchase Agreement, the Daré Transaction and the Support Agreement, and the transactions contemplated thereby, in each case, do not purport to be complete and are qualified in their entirety by reference to the Stock Purchase Agreement, which is filed as Exhibit 2.1 hereto and which is incorporated herein by reference, and to the Support Agreement, which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference. The Stock Purchase Agreement and the Support Agreement have been included to provide investors and security holders with information regarding their terms. They are not intended to provide any other factual information about Cerulean, Daré, the Selling Stockholders or their respective subsidiaries and affiliates. The Stock Purchase Agreement contains representations and warranties by Daré and the Selling Stockholders, on the one hand, and by Cerulean, on the other hand, made solely for the benefit of the other. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules delivered by each party in connection with the signing of the Stock Purchase Agreement, and certain representations and warranties in the Stock Purchase Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the Selling Stockholders and Daré. Accordingly, the representations and warranties in the Stock Purchase Agreement should not be relied on by any persons as characterizations of the actual state of facts about Cerulean at the time they were made or otherwise. In addition, information concerning the subject matter of the representations and warranties may change after the date of the Stock Purchase Agreement, which subsequent information may or may not be fully reflected in Cerulean’s public disclosures.

Asset Purchase Agreement with Novartis Institutes for BioMedical Research, Inc.

On March 19, 2017, Cerulean entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Novartis Institutes for BioMedical Research, Inc., a Delaware corporation (“Novartis”). Under the Asset Purchase Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, Cerulean agreed to sell and assign to Novartis all of its right, title and interest in and to the patent rights, know-how and third-party license agreements relating to the Company’s proprietary Dynamic Tumor Targeting™ platform technology (the “Platform”). Cerulean also agreed to transfer and assign to Novartis any agreements that Cerulean has with third parties conducting research, development, or manufacturing activities with the Platform, except to the extent such agreements relate solely to the manufacture or development of the clinical product candidates CRLX101 and CRLX301 (the “Products”) (such transactions, collectively, the “Novartis Transaction”).

At the closing of the Novartis Transaction, Novartis will pay to Cerulean a purchase price of $6,000,000, and will also deliver offers of employment or engagement to certain employees of Cerulean who are knowledgeable in the practice and development of the Platform. In addition, Cerulean will assign, and Novartis will assume, the BlueLink License (as defined below).

The Asset Purchase Agreement also contains customary representations and warranties that Cerulean, on the one hand, and Novartis, on the other hand, made solely for the benefit of the other. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules delivered by Cerulean in connection with the signing of the Asset Purchase Agreement, and certain representations and warranties in the Asset Purchase Agreement were made as of a specified date or may be subject to a contractual standard of materiality different from what might be viewed as material to investors. Accordingly, the representations and warranties in the Asset Purchase Agreement should not be relied on by any persons as characterizations of the actual state of facts about Cerulean at the time they were made or otherwise. In addition, information concerning the subject matter of the representations and warranties may change after the date of the Asset Purchase Agreement, which subsequent information may or may not be fully reflected in Cerulean’s public disclosures.

Consummation of the Novartis Transaction is subject to Cerulean obtaining, pursuant to Delaware law, the approval of the holders of at least a majority of the Cerulean common stock for the sale of substantially all of its assets in the Novartis Transaction (the “Novartis Voting Proposal”). Each party’s obligation to consummate the Novartis Transaction is also subject to other specified customary conditions, including (1) the representations and warranties of the other party being true and correct as of the closing date of the Novartis Transaction, generally subject in the case of Novartis’ representations and warranties to an overall materiality qualification, and (2) the performance in all material respects by the other party of its obligations under the Asset Purchase Agreement, including in the case of Cerulean by obtaining all necessary corporate and third-party consents.

The Asset Purchase Agreement includes customary termination provisions as well as indemnification provisions pursuant to which the parties agree to indemnify each other, subject to certain thresholds and caps on liability as set forth in the Asset Purchase Agreement.

The foregoing descriptions of the Asset Purchase Agreement and the Novartis Transaction, and the transactions contemplated thereby, in each case, do not purport to be complete and are qualified in their entirety by reference to the Asset Purchase Agreement, which is filed as Exhibit 2.2 hereto and which is incorporated herein by reference. The Asset Purchase Agreement has been included to provide investors and security holders with information regarding their terms, and is not intended to provide any other factual information about Cerulean, Novartis or their respective subsidiaries and affiliates.

Asset Purchase Agreement and License Agreement with BlueLink Pharmaceuticals, Inc.

On March 19, 2017 (the “Effective Date”), Cerulean and BlueLink Pharmaceuticals, Inc., a Delaware corporation and wholly-owned subsidiary of NewLink Genetics Corporation (“BlueLink”), entered into an Asset Purchase Agreement (the “BlueLink Agreement”), pursuant to which Cerulean sold to BlueLink all of Cerulean’s right, title and interest in and to the Products and the accompanying intellectual property rights and know-how, in exchange for an aggregate purchase price of $1,500,000 to be paid within five days of March 20, 2017 (the “BlueLink Transaction” and, together with the Daré Transaction and the Novartis Transaction, the “Strategic Transactions”).

In connection with the BlueLink Agreement, Cerulean agreed, within thirty (30) days following the Effective Date, to use commercially reasonable efforts to assist in certain contract or consent negotiations with third parties, and also to purchase a tail to Cerulean’s clinical trial insurance to cover all liabilities,

subject to the applicable policy limits, arising from the clinical trials of the Products conducted by or on behalf of Cerulean on or before the Effective Date. BlueLink is responsible for all liabilities arising after the Effective Date related to any assigned contracts, other than liabilities arising after the Effective Date due to the breach by Cerulean of any assigned contracts.

The BlueLink Agreement also includes indemnification provisions pursuant to which each party agreed to indemnify the other, subject to certain thresholds and caps on liability as set forth in the BlueLink Agreement.

Also in connection with the BlueLink Agreement, Cerulean and BlueLink entered into a license agreement in favor of BlueLink (the “BlueLink License”), pursuant to which Cerulean agreed to grant to BlueLink an exclusive, worldwide, perpetual, sublicensable right and license, under the Platform, to research, develop and commercialize the Products. Pursuant to the Asset Purchase Agreement between Cerulean and Novartis, Novartis will assume the BlueLink License upon the closing of the Novartis Transaction.

BlueLink may terminate the BlueLink License upon sixty (60) days’ notice to Cerulean (or, following consummation of the Novartis Transaction, Novartis) for any or no reason. Cerulean (or, following consummation of the Novartis Transaction, Novartis) may terminate upon a material breach of the BlueLink License by BlueLink, subject to a sixty (60)-day cure period. In addition, BlueLink agreed to indemnify Cerulean or its assigns for certain claims arising from a breach of the BlueLink License or the research, development and/or commercialization of the Products by BlueLink.

Each of the BlueLink Agreement and the BlueLink License contains customary representations and warranties that Cerulean, on the one hand, and BlueLink, on the other hand, made solely for the benefit of the other. In the case of the BlueLink Agreement, the assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules delivered by Cerulean in connection with the signing of the agreement. In addition, certain representations and warranties in the BlueLink Agreement and the BlueLink License, as applicable, were made as of a specified date or may be subject to a contractual standard of materiality different from what might be viewed as material to investors. Accordingly, the representations and warranties in the BlueLink Agreement and the BlueLink License should not be relied on by any persons as characterizations of the actual state of facts about Cerulean at the time they were made or otherwise. In addition, information concerning the subject matter of the representations and warranties may change after the date of the BlueLink Agreement or the BlueLink License, as applicable, which subsequent information may or may not be fully reflected in Cerulean’s public disclosures.

The foregoing descriptions of the BlueLink Agreement, the BlueLink Transaction and the BlueLink License, and the transactions contemplated thereby, in each case, do not purport to be complete and are qualified in their entirety by reference to the BlueLink Agreement, which is filed as Exhibit 2.3 hereto and which is incorporated herein by reference, and to the BlueLink License, which is filed as Exhibit 10.2 hereto and which is incorporated herein by reference. The BlueLink Agreement and the BlueLink License have been included to provide investors and security holders with information regarding their terms, and are not intended to provide any other factual information about Cerulean, BlueLink or their respective subsidiaries and affiliates.

Hercules Capital, Inc., the lender under Cerulean’s existing term loan credit facility (the “Loan Facility”), consented to the BlueLink Transaction, and released its liens and security interests in the assets to be assigned therein, subject to approval by Cerulean’s board of directors of the repayment in full of the Loan Facility. Cerulean’s board approved the repayment as set forth below in Item 1.02 of this Current Report on Form 8-K.