Market Overview

Cerulean Pharma and Daré Bioscience Enter into Stock Purchase Agreement


Cerulean Pharma Inc. (NASDAQ:CERU) and Daré Bioscience, Inc., a
privately-held, clinical-stage pharmaceutical company advancing products
for women's reproductive health, today announced that the two companies,
together with the equityholders of Daré Bioscience, have entered into a
definitive stock purchase agreement under which the equityholders of
Daré Bioscience will become the majority owners of Cerulean.

The transaction and the Cerulean asset sales mentioned below would
result in a NASDAQ-listed company with a focus on the development and
commercialization of products for women's reproductive health. Daré
Bioscience's product candidate, Ovaprene®, is a clinical stage,
non-hormonal contraceptive ring for monthly use that potentially
addresses a significant unmet need. Contraception is a $16 billion
global market. However, since the approval of the birth control pill by
the FDA in 1960, most innovation has focused on hormones. Daré
Bioscience's product candidate, Ovaprene, is a non-hormonal option that
is intended to be easy to use and provide protection over multiple
weeks. To the knowledge of Daré's management, no comparable product
currently is being marketed. The combined company will operate under the
name Daré Bioscience, and its Chief Executive Officer will be Sabrina
Martucci Johnson, current Chief Executive Officer of Daré Bioscience.
The transaction is subject to approval by stockholders of Cerulean.

"We are thrilled to have the opportunity to grow our business as a
public company," said Ms. Johnson. "Women's reproductive health
encompasses a broad spectrum of categories, many of which have unmet
needs. Daré is committed to developing a portfolio that expands options,
improves outcomes, and enhances safety for women."

Cerulean also announced today that it has entered into two agreements
for the sale of assets, the proceeds of which will be used to help fund
the combined company's operations. Cerulean sold its clinical product
candidates, CRLX101 and CRLX301, for $1.5 million to BlueLink
Pharmaceuticals, a subsidiary of NewLink Genetics Corporation, a
biopharmaceutical company engaged in the discovery, development and
commercialization of novel immuno-oncology product candidates to improve
the lives of patients with cancer. Cerulean also entered into an
agreement with Novartis, an existing collaborator with the Company,
pursuant to which Novartis will acquire all rights to Cerulean's Dynamic
Tumor Targeting™ Platform for $6 million. The closing of the sale to
Novartis is subject to approval of the sale by holders of at least a
majority of the outstanding shares of Cerulean's common stock and
satisfaction of other closing conditions.

Cerulean also announced that, in connection with these transactions, it
is paying off its debt facility with Hercules Capital, Inc.

"Cerulean conducted an extensive review of strategic alternatives with
the goal of maximizing value for our stockholders," said Christopher D.
T. Guiffre, President & Chief Executive Officer of Cerulean. "We believe
the Daré transaction, in conjunction with the asset sales, achieves this
goal and provides Cerulean stockholders with an exciting opportunity in
women's health under an experienced leadership team. Based on Daré's
current projections, with proceeds from the sale of Cerulean's assets,
we believe the combined company will be well funded to advance Ovaprene
through the completion of a postcoital proof of concept study that is
expected to be a value inflection point and is expected to commence
following closing of this transaction."

Cerulean also announced that it is reducing its workforce by 11 people,
or approximately 58%, to a total of eight full-time equivalent
employees, under a plan expected to be completed during the second
quarter of 2017. Affected employees are being offered transition

Stock Purchase Agreement Details

Under the terms of the stock purchase agreement, the stockholders of
Daré Bioscience will receive shares of newly issued Cerulean common
stock, while outstanding Daré Bioscience options and convertible
securities will be assumed by Cerulean. Following the issuance of the
shares, depending on the relative net cash positions of Cerulean and
Daré Bioscience at the time of closing, it is expected that existing
Cerulean stockholders will own between 30% and 49% of the combined
company, and existing Daré Bioscience stockholders will own between 51%
and 70% of the combined company. The transaction has been unanimously
approved by the boards of directors of both companies. The transaction
is expected to close during the second quarter of 2017, subject to
customary closing conditions, including approval by stockholders of

Aquilo Partners, L.P. advised Cerulean. Wilmer Cutler Pickering Hale and
Dorr LLP served as legal counsel to Cerulean, and Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo PC served as legal counsel to Daré Bioscience.

Management and Organization

Upon the close of the proposed transaction, the board of directors of
the combined company will consist of five members, three to be
designated by Daré and two to be designated by Cerulean. Officers of the
combined company will include Sabrina Martucci Johnson, Chief Executive
Officer, and Lisa Walters-Hoffert, Chief Financial Officer.

Conference Call Information

Cerulean and Daré intend to host a conference call in March. Call in
information will be provided in a future press release.

About Daré Bioscience

Daré Bioscience is a clinical-stage pharmaceutical company focusing on
the development and commercialization of products for women's
reproductive health. Daré is committed to advancing novel clinical-stage
candidates in women's reproductive health to expand options and improve
outcomes. Product development in women's reproductive health is
fragmented creating a potential opportunity for Daré. Our goal is to
fill the gap by taking products from innovation through development –
the Daré team is well-suited to ensure these products advance and are
one day commercially available. The founders bring experience in global
women's healthcare as well as success in prior ventures in funding,
achieving regulatory approvals, partnering, and launching a number of
products, including devices, therapeutics and diagnostics.

For more information on the company, please visit

About Cerulean Pharma

Cerulean is a company focused on applying the Dynamic Tumor Targeting™
Platform to create nanoparticle-drug conjugates (NDCs) designed to
selectively attack tumor cells, reduce toxicity by sparing the body's
normal cells, and enable therapeutic combinations.

Additional Information about the Proposed Transactions and Where to
Find It

In connection with each of the proposed Daré transaction and the
proposed Novartis transaction, Cerulean intends to file relevant
materials with the Securities and Exchange Commission (the "SEC"),
including a definitive proxy statement on Schedule 14A (the "Proxy
Statement"). The Proxy Statement will be sent or given to the
stockholders of Cerulean and will contain important information about
the proposed transactions and related matters. BEFORE MAKING ANY VOTING
Statement and other relevant materials (when they become available), and
any other documents filed by Cerulean with the SEC, may be obtained free
of charge at the SEC's website at
In addition, security holders will be able to obtain free copies of the
proxy statement by directing a written request to: Cerulean Pharma Inc.,
35 Gatehouse Drive, Waltham, MA, Attention: Corporate Secretary.

Participants in the Solicitation

Cerulean, Daré, and each of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies
from the stockholders of Cerulean in connection with the proposed Daré
transaction. Cerulean, Novartis, and each of their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Cerulean in connection
with the proposed Novartis transaction. Information regarding the
interests of these directors and executive officers in the proposed
transactions described herein will be included in the Proxy Statement
described above. Additional information regarding the
directors and executive officers of Cerulean is included in proxy
statement for its 2016 Annual Meeting, which was filed with the SEC on
April 28, 2016, and is supplemented by other public filings made, and to
be made, with the SEC by Cerulean.

Cautionary Note on Forward Looking Statements

This press release contains "forward-looking statements" regarding
matters that are not historical facts, including statements relating to
the expected timing and consummation of the transaction between
Cerulean, Daré, and the stockholders of Daré, approval of the
transactions, including the asset sale, by Cerulean's stockholders, the
ability of the parties to satisfy other closing conditions, Daré's
expectations regarding the timing and availability of results from its
clinical trials, the timing of commencement of manufacturing its
products, and the safety and effectiveness of its products. Because such
statements are subject to risks and uncertainties, actual results may
differ materially from those expressed or implied by such
forward-looking statements. Words such as "anticipate," "believe,"
"continue," "could," "estimate," "expect," "hypothesize," "intend,"
"may," "plan," "potential," "predict," "project," "should," "target,"
"would," and similar expressions, constitute forward-looking statements
within the meaning of The Private Securities Litigation Reform Act of
1995. Actual results may differ materially from those indicated by such
forward-looking statements as a result of various important factors,
including: whether Cerulean's cash resources will be sufficient to fund
the operations of Daré it will undertake following the closing; the
uncertainties inherent in the initiation and completion of clinical
trials; availability and timing of data from ongoing and future clinical
trials and the results of such trials; whether preliminary results from
a clinical trial will be predictive of the final results of that trial
or whether results of early clinical trials will be indicative of the
results of later clinical trials; expectations for regulatory approvals;
and other factors discussed in the "Risk Factors" section of our
Quarterly Report on Form 10-Q filed with the SEC on November 3, 2016,
and in other filings that we make with the SEC. In addition, any
forward-looking statements included in this press release represent our
views only as of the date of this release and should not be relied upon
as representing our views as of any subsequent date. We specifically
disclaim any obligation to update any forward-looking statements
included in this press release.

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