Market Overview

Cerulean Urges Stockholders to Vote for Proposals at July 19, 2017 Special Stockholder Meeting


Cerulean Pharma Inc. (NASDAQ:CERU) today urged stockholders of record at
the close of business on June 9, 2017 to vote FOR all of the
proposals at the upcoming special meeting of stockholders to be held on
July 19, 2017.

Each of the proposals is an important element of Cerulean's plan
to maximize stockholder value. On February 1, 2017, Cerulean announced
its board of directors had initiated a review of strategic alternatives
which could result in changes to its business strategy and future
operations. As a result of this strategic review, Cerulean entered into
the BlueLink Asset Purchase Agreement, the Novartis Asset Purchase
Agreement, and the Daré Stock Purchase Agreement. Cerulean is holding
this special meeting of its stockholders in order to obtain the
stockholder approvals necessary to complete the Novartis Transaction,
the Daré Transaction, and related matters.

Daré Bioscience, Inc. is a healthcare company committed to the
development and commercialization of innovative products in women's
reproductive health. On March 19, 2017, Cerulean Pharma Inc. and Daré,
together with the holders of capital stock and securities convertible
into capital stock of Daré, entered into a definitive stock purchase
agreement pursuant to which Cerulean would purchase all of the issued
and outstanding capital stock of Daré (including any capital stock
issuable upon conversion of the convertible securities) in exchange for
the issuance of shares of Cerulean common stock. If the Daré Transaction
is consummated, then under the terms of the agreement, Cerulean
stockholders will hold between 30% and 49% of the combined company at
closing, depending on the amount of cash each of Cerulean and Daré have
at closing. If both the Daré Transaction and the Novartis Transaction
are approved and completed, Cerulean estimates it will have sufficient
cash to maximize the ownership percentage of Cerulean stockholders at
49% of the combined company on a fully-diluted basis.

The combined company would focus on the development and
commercialization of products for women's reproductive health, including
Daré's product candidate, Ovaprene®. Ovaprene is a clinical stage,
non-hormonal contraceptive ring for monthly use that potentially
addresses an unmet need in the $19 billion global contraception market.
Since the approval of the birth control pill by the FDA in 1960, most
innovation has focused on the use of hormones in contraception. Ovaprene
is a non-hormonal intravaginal ring intended to provide protection over
multiple weeks and require no intervention at the time of intercourse.
The only contraceptive ring on the market is a hormonal contraceptive
ring, NuvaRing®, with 2016 sales of $777 million.

The combined company will operate under the name Daré Bioscience, Inc.
Officers of the combined company will include Sabrina Martucci Johnson,
Chief Executive Officer, and Lisa Walters-Hoffert, Chief Financial
Officer. Upon the close of the proposed transaction, the board of
directors of the combined company will consist of William H. Rastetter,
Susan L. Kelley, Roger L. Hawley, Robin J. Steele and Sabrina Martucci

The Cerulean Board unanimously recommends stockholders vote "FOR" all
of the following proposals to be considered at the special meeting:

  • To approve the sale of Cerulean's Dynamic Tumor Targeting™ Platform
    technology pursuant to the terms of the Novartis Asset Purchase
  • To approve the issuance of shares of Cerulean common stock pursuant to
    the terms of the Daré Stock Purchase Agreement;
  • To approve and adopt an amendment to Cerulean's Restated Certificate
    of Incorporation to effect a reverse stock split of Cerulean common
    stock, at a ratio ranging from 1-for-10 to 1-for-20, as determined by
    the Cerulean Board; and,
  • To adjourn the special meeting to solicit additional votes to approve
    the Novartis Asset Sale Proposal, the Daré Share Issuance Proposal or
    the Reverse Stock Split Proposal, if necessary.

The full agenda for the special meeting is detailed in Cerulean's
definitive proxy statement, which has been filed with the Securities and
Exchange Commission and mailed to all Cerulean stockholders of record as
of June 9, 2017, the record date for the special meeting of Cerulean's
stockholders to approve the above proposals. Before making any voting
decision, Cerulean stockholders are urged to read the definitive proxy
statement and any other documents that may be filed with the Securities
and Exchange Commission regarding the special meeting in their entirety
because they contain or will contain important information about the
above proposals.

How to Vote

If you are a stockholder of record, you can vote your shares in one of
two ways: either by proxy or in person at the special meeting. If you
chose to submit a proxy, you may do so by telephone, via the internet or
by mail. If you hold shares of Cerulean common stock in multiple
accounts, you should vote your shares as described in each set of proxy
materials you receive. Cerulean recommends stockholders vote
electronically or by phone. Please have your proxy card with you while

You may transmit your proxy voting instructions via the Internet by
and following the instructions. You may also transmit your proxy voting
instructions by calling the telephone number specified on the proxy
card. If you chose to vote via the Internet or phone, you do not have to
return the proxy card.

For stockholders who still need assistance voting their shares, or have
questions regarding the special meeting, please contact Cerulean's proxy
solicitation firm, Morrow Sodali, LLC either by telephone: (800)
or email:

About Cerulean Pharma

Cerulean is a company previously 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.

For more information on the company, please visit

About Daré Bioscience

Daré Bioscience is a healthcare company committed to the development and
commercialization of innovative products in women's reproductive health.
Daré believes there is an unmet need in the United States, in other
developed countries, and in developing countries, for innovative product
candidates that expand options, improve outcomes and are easy to use.
Product development in women's reproductive health is fragmented
creating a potential opportunity for Daré. Daré's goal is to fill the
gap by taking products from innovation through development and believes
its management team is well-suited to ensure Daré's current and
potential future product candidates and products advance and one day
become commercially available. Daré's founders, including its executive
management team, 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 Daré, please visit

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
and Novartis and between Cerulean, Daré, and the stockholders of Daré,
approval of the Novartis Transaction and Daré Transaction by Cerulean's
stockholders, the ability of the parties to satisfy other closing
conditions of the proposed transactions, 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; whether the company will maintain its NASDAQ listing,
expectations for regulatory approvals; and other factors discussed in
the "Risk Factors" section of Cerulean's Quarterly Report on Form 10-Q
filed with the SEC on May 12, 2017, and in other filings that Cerulean
makes 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. Cerulean specifically disclaims any obligation to
update any forward-looking statements included in this press release.

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