0001193125-17-088280 Sample Contracts

Re: Retention Agreement
Retention 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.

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SUPPORT AGREEMENT
Support Agreement • March 20th, 2017 • Cerulean Pharma Inc. • Pharmaceutical preparations • Delaware

This SUPPORT AGREEMENT (this “Agreement”), dated as of March 19, 2017, is entered into by and among Daré Bioscience, Inc., a Delaware corporation (“Private Company”), and each Person set forth on Schedule A hereto (each, a “Stockholder”). All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement (as defined below).

Re: Retention Agreement
Claims 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.

LICENSE AGREEMENT
License Agreement • March 20th, 2017 • Cerulean Pharma Inc. • Pharmaceutical preparations • Delaware

This license agreement (the “Agreement”) is made and is effective as of March 19th, 2017 (the “Effective Date”) between BlueLink Pharmaceuticals, Inc. (“Licensee”) and Cerulean Pharma Inc. (“Licensor”). Licensee and Licensor are each referred to as a “Party” and collectively referred to as the “Parties.”

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • March 20th, 2017 • Cerulean Pharma Inc. • Pharmaceutical preparations • Delaware

Asset Purchase Agreement (“Agreement”), dated March 19, 2017 (the “Effective Date”) between BlueLink Pharmaceuticals, Inc., a Delaware corporation (“COMPANY”) and Cerulean Pharma Inc., a Delaware corporation (“Cerulean”). COMPANY and Cerulean are each separately referred to as a “Party” and are collectively referred to as the “Parties”.

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