STOCK PURCHASE AGREEMENT by and among CERULEAN PHARMA INC., DARÉ BIOSCIENCE, INC. THE STOCKHOLDERS OF DARÉ BIOSCIENCE, INC. and SOLELY IN SUCH PERSON’S CAPACITY AS STOCKHOLDER REPRESENTATIVE, SABRINA MARTUCCI JOHNSON Dated as of March 19, 2017Stock Purchase Agreement • March 20th, 2017 • Cerulean Pharma Inc. • Pharmaceutical preparations • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 19, 2017, is entered into by and among Cerulean Pharma Inc., a Delaware corporation (“Public Company”), Daré Bioscience, Inc., a Delaware corporation (“Private Company”), the equityholders of Private Company identified on the signature pages hereto (together with any subsequent equityholders who become parties hereto as “Stockholders” pursuant to Section 6.19(b) below, the “Stockholders”) and, solely for the purposes of being bound by Article I, Article VIII and Article IX hereof and solely in such person’s capacity as the Stockholder Representative, Sabrina Martucci Johnson (the “Stockholder Representative”).
Re: Retention AgreementRetention Agreement • March 20th, 2017 • Cerulean Pharma Inc. • Pharmaceutical preparations • Massachusetts
As you know, Cerulean Pharma, Inc. (the “Company”) is exploring the possibility of a number of business opportunities and transactions. We recognize and appreciate the contributions you have made to the Company during your employment and want you to remain committed to and focused on the tasks that you are assigned during this time.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 20th, 2017 • Cerulean Pharma Inc. • Pharmaceutical preparations • Massachusetts
Asset Purchase Agreement (“Agreement”), dated March 17, 2017 (the “Execution Date”), between Novartis Institutes for BioMedical Research, Inc. (“Novartis”) and Cerulean Pharma Inc. (“Cerulean”). Novartis and Cerulean are each separately referred to as a “Party” and are collectively referred to as the “Parties”.
March 17, 2017 Cerulean Pharma Inc.Cerulean Pharma Inc. • March 20th, 2017 • Pharmaceutical preparations • California
