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WALTHAM, Mass.–(BUSINESS WIRE)–Cerulean Pharma Inc. (NASDAQ:CERU) today apprenticed stockholders of almanac at the abutting of business on June 9, 2017 to vote FOR all of the proposals at the accessible appropriate affair of stockholders to be captivated on July 19, 2017.



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Anniversary of the proposals is an important aspect of Cerulean’s plan to aerate stockholder value. On February 1, 2017, Azure appear its lath of admiral had accomplished a analysis of cardinal alternatives which could aftereffect in changes to its business action and approaching operations. As a aftereffect of this cardinal review, Azure entered into the BlueLink Asset Acquirement Agreement, the Novartis Asset Acquirement Agreement, and the Daré Banal Acquirement Agreement. Azure is captivation this appropriate affair of its stockholders in adjustment to access the stockholder approvals all-important to complete the Novartis Transaction, the Daré Transaction, and accompanying matters.

Daré Bioscience, Inc. is a healthcare aggregation committed to the development and commercialization of avant-garde articles in women’s changeable health. On March 19, 2017, Azure Pharma Inc. and Daré, calm with the holders of basic banal and balance convertible into basic banal of Daré, entered into a absolute banal acquirement acceding pursuant to which Azure would acquirement all of the issued and outstanding basic banal of Daré (including any basic banal issuable aloft about-face of the convertible securities) in barter for the arising of shares of Azure accepted stock. If the Daré Transaction is consummated, again beneath the acceding of the agreement, Azure stockholders will authority amid 30% and 49% of the accumulated aggregation at closing, depending on the bulk of banknote anniversary of Azure and Daré accept at closing. If both the Daré Transaction and the Novartis Transaction are accustomed and completed, Azure estimates it will accept acceptable banknote to aerate the buying allotment of Azure stockholders at 49% of the accumulated aggregation on a fully-diluted basis.



The accumulated aggregation would focus on the development and commercialization of articles for women’s changeable health, including Daré’s artefact candidate, Ovaprene®. Ovaprene is a analytic stage, non-hormonal contraceptive arena for account use that potentially addresses an unmet charge in the $19 billion all-around contraception market. Since the approval of the bearing ascendancy bolus by the FDA in 1960, best accession has focused on the use of hormones in contraception. Ovaprene is a non-hormonal intravaginal arena advised to accommodate aegis over assorted weeks and crave no action at the time of intercourse. The alone contraceptive arena on the bazaar is a hormonal contraceptive ring, NuvaRing®, with 2016 sales of $777 million.



The accumulated aggregation will accomplish beneath the name Daré Bioscience, Inc. Officers of the accumulated aggregation will accommodate Sabrina Martucci Johnson, Chief Controlling Officer, and Lisa Walters-Hoffert, Chief Financial Officer. Aloft the abutting of the proposed transaction, the lath of admiral of the accumulated aggregation will abide of William H. Rastetter, Susan L. Kelley, Roger L. Hawley, Robin J. Steele and Sabrina Martucci Johnson.

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The Azure Lath absolutely recommends stockholders vote “FOR” all of the afterward proposals to be advised at the appropriate meeting:

The abounding calendar for the appropriate affair is abundant in Cerulean’s absolute proxy statement, which has been filed with the Balance and Barter Commission and mailed to all Azure stockholders of almanac as of June 9, 2017, the almanac date for the appropriate affair of Cerulean’s stockholders to accept the aloft proposals. Before authoritative any voting decision, Azure stockholders are apprenticed to apprehend the absolute proxy account and any added abstracts that may be filed with the Balance and Barter Commission apropos the appropriate affair in their absoluteness because they accommodate or will accommodate important advice about the aloft 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 being at the appropriate meeting. If you chose to abide a proxy, you may do so by telephone, via the internet or by mail. If you authority shares of Azure accepted banal in assorted accounts, you should vote your shares as declared in anniversary set of proxy abstracts you receive. Azure recommends stockholders vote electronically or by phone. Amuse accept your proxy agenda with you while voting.

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 Purchase Proposal Templates - 14  Free Word, PDF Format Download ...

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You may address your proxy voting instructions via the Internet by accessing www.proxyvote.com and afterward the instructions. You may additionally address your proxy voting instructions by calling the blast cardinal defined on the proxy card. If you chose to vote via the Internet or phone, you do not accept to acknowledgment the proxy card.

For stockholders who still charge abetment voting their shares, or accept questions apropos the appropriate meeting, amuse acquaintance Cerulean’s proxy address firm, Morrow Sodali, LLC either by telephone: (800) 662-5200 or email: cerulean.info@morrowsodali.com.

About Azure Pharma

Azure is a aggregation ahead focused on applying the Dynamic Bump Targeting™ Platform to actualize nanoparticle-drug conjugates (NDCs) advised to selectively beforehand bump cells, abate toxicity by sparing the body’s accustomed cells, and accredit ameliorative combinations.

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For added advice on the company, amuse appointment www.ceruleanrx.com.

About Daré Bioscience

Daré Bioscience is a healthcare aggregation committed to the development and commercialization of avant-garde articles in women’s changeable health. Daré believes there is an unmet charge in the United States, in added developed countries, and in developing countries, for avant-garde artefact candidates that aggrandize options, beforehand outcomes and are accessible to use. Artefact development in women’s changeable bloom is burst creating a abeyant befalling for Daré. Daré’s ambition is to ample the gap by demography articles from accession through development and believes its administration aggregation is adapted to ensure Daré’s accepted and abeyant approaching artefact candidates and articles beforehand and one day become commercially available. Daré’s founders, including its controlling administration team, accompany acquaintance in all-around women’s healthcare as able-bodied as success in above-mentioned ventures in funding, accomplishing authoritative approvals, partnering, and ablution a cardinal of products, including devices, analysis and diagnostics.

For added advice on Daré, amuse appointment www.darebioscience.com.

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Cautionary Note on Forward Looking Statements

This columnist absolution contains “forward-looking statements” apropos affairs that are not absolute facts, including statements apropos to the accepted timing and cleanup of the transaction amid Azure and Novartis and amid Cerulean, Daré, and the stockholders of Daré, approval of the Novartis Transaction and Daré Transaction by Cerulean’s stockholders, the adeptness of the parties to amuse added closing altitude of the proposed transactions, Daré’s expectations apropos the timing and availability of after-effects from its analytic trials, the timing of admission of accomplishment its products, and the assurance and capability of its products. Because such statements are accountable to risks and uncertainties, absolute after-effects may alter materially from those bidding or adumbrated by such advanced statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “hypothesize,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would,” and agnate expressions, aggregate advanced statements aural the acceptation of The Private Balance Litigation Reform Act of 1995. Absolute after-effects may alter materially from those adumbrated by such advanced statements as a aftereffect of assorted important factors, including: whether Cerulean’s banknote assets will be acceptable to armamentarium the operations of Daré it will undertake afterward the closing; the uncertainties inherent in the admission and achievement of analytic trials; availability and timing of abstracts from advancing and approaching analytic trials and the after-effects of such trials; whether basic after-effects from a analytic balloon will be predictive of the final after-effects of that balloon or whether after-effects of aboriginal analytic trials will be apocalyptic of the after-effects of after analytic trials; whether the aggregation will advance its NASDAQ listing, expectations for authoritative approvals; and added factors discussed in the “Risk Factors” area of Cerulean’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2017, and in added filings that Azure makes with the SEC. In addition, any advanced statements included in this columnist absolution represent our angle alone as of the date of this absolution and should not be relied aloft as apery our angle as of any consecutive date. Azure accurately disclaims any obligation to amend any advanced statements included in this columnist release.

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