Dare Bioscience Inc (DARE)

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Item 1.02. Termination of a Material Definitive Agreement

On May 31, 2017, Cerulean Pharma Inc. (the “Company”) entered into a Lease Termination Agreement (the “Termination Agreement”) with AstraZeneca Pharmaceuticals LP (the “Landlord”) to terminate that certain Lease, dated as of July 9, 2015, between the Company and the Landlord, as previously amended by that certain First Amendment of Lease dated March 29, 2017 (as so amended, the “Lease”) for office and laboratory space at 35 Gatehouse Drive in Waltham, Massachusetts. Pursuant to the terms of the Termination Agreement, the Company has made an early termination payment of approximately $427,240 and the termination was effective as of May 31, 2017.

The Company elected to terminate the Lease in connection with the implementation of its previously announced strategic plan involving the sale of its two clinical product candidates, the proposed sale of its proprietary Dynamic Tumor Targeting Platform, and the reduction of staff to eight full-time employees, following which the Company has effectively ceased prior clinical research. The Company does not have any other material relationship with the landlord under the Lease.

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the Termination Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.