Consummation of
the Dar Transaction is subject to certain closing conditions,
including, among other things, (1)approval of the issuance of the
shares of the Companys common stock in the Dar Transaction by the
stockholders of Cerulean in accordance with applicable NASDAQ
rules (the Dar Voting Proposal), (2) the absence of any order,
executive order, stay, decree, judgment or injunction or statute,
rule or regulation that makes the consummation of the Dar
Transaction illegal, or otherwise prohibits the consummation of
the Dar Transaction, and (3)the approval of the NASDAQ Initial
Listing ApplicationFor Companies Conducting a Business
Combination that Results in a Change of Control with respect to
the shares of Cerulean common stock to be issued in connection
with the Dar Transaction. Each partys obligation to consummate
the Dar Transaction is also subject to other specified customary
conditions, including (1)the representations and warranties of
the other party being true and correct as of the date of the
Stock Purchase Agreement and as of the closing date of the Dar
Transaction, generally subject to an overall material adverse
effect qualification, and (2)the performance in all material
respects by the other party of its obligations under the Stock
Purchase Agreement. The Stock Purchase Agreement contains certain
termination rights for both Cerulean and Dar, and further
provides that, upon termination of the Stock Purchase Agreement
under specified circumstances, Cerulean may be required to pay
Dar a termination fee of $300,000, or Dar may be required to pay
Cerulean a termination fee of $450,000.

Under the Stock
Purchase Agreement, the Company has agreed that promptly
following the closing of the Dar Transaction, it will take all
action necessary to fix the number of members of the board of
directors of Cerulean at five (5); to cause to be elected to the
board of directors the three (3)such directors to be identified
by Dar; and to obtain the resignations of certain of the Companys
existing directors and officers. In addition, the Company has
agreed to take all action necessary to cause certain persons to
be appointed as executive officers of the Company.

In connection with
the Dar Transaction, Cerulean will change its name to Dar
Bioscience, Inc., subject to the consummation of the Dar
Transaction. In addition, if necessary, Cerulean may seek
stockholder approval to effect a reverse split of Cerulean common
stock at a ratio to be determined by Cerulean, which is intended
to ensure that the listing requirements of NASDAQ are
satisfied.

Also in connection
with the Stock Purchase Agreement, certain stockholders holding
in the aggregate approximately 17% of the outstanding common
stock of Cerulean as of the date of the Stock Purchase Agreement
have each entered into a support agreement in favor of Dar (the
Support Agreement), to which such stockholders agree, among other
things, to vote all of their shares of Cerulean capital stock in
favor of the Dar Transaction and against any competing
proposal.

The foregoing
descriptions of the Stock Purchase Agreement, the Dar Transaction
and the Support Agreement, and the transactions contemplated
thereby, in each case, do not purport to be complete and are
qualified in their entirety by reference to the Stock Purchase
Agreement, which is filed as Exhibit 2.1 hereto and which is
incorporated herein by reference, and to the Support Agreement,
which is filed as Exhibit 10.1 hereto and which is incorporated
herein by reference. The Stock Purchase Agreement and the Support
Agreement have been included to provide investors and security
holders with information regarding their terms. They are not
intended to provide any other factual information about Cerulean,
Dar, the Selling Stockholders or their respective subsidiaries
and affiliates. The Stock Purchase Agreement contains
representations and warranties by Dar and the Selling
Stockholders, on the one hand, and by Cerulean, on the other
hand, made solely for the benefit of the other. The assertions
embodied in those representations and warranties are qualified by
information in confidential disclosure schedules delivered by
each party in connection with the signing of the Stock Purchase
Agreement, and certain representations and warranties in the
Stock Purchase Agreement were made as of a specified date, may be
subject to a contractual standard of materiality different from
what might be viewed as material to investors, or may have been
used for the purpose of allocating risk between the Selling
Stockholders and Dar. Accordingly, the representations and
warranties in the Stock Purchase Agreement should not be relied
on by any persons as characterizations of the actual state of
facts about Cerulean at the time they were made or otherwise. In
addition, information concerning the subject matter of the
representations and warranties may change after the date of the
Stock Purchase Agreement, which subsequent information may or may
not be fully reflected in Ceruleans public disclosures.

Asset Purchase
Agreement with Novartis Institutes for BioMedical Research,
Inc.

On March19, 2017,
Cerulean entered into an Asset Purchase Agreement (the Asset
Purchase Agreement) with Novartis Institutes for BioMedical
Research, Inc., a Delaware corporation (Novartis). Under the
Asset Purchase Agreement, and subject to the satisfaction or
waiver of the conditions set forth therein, Cerulean agreed to
sell and assign to Novartis all of its right, title and interest
in and to the patent rights, know-how and third-party license
agreements relating to the Companys proprietary Dynamic Tumor
Targeting platform technology (the Platform). Cerulean also
agreed to transfer and assign to Novartis any agreements that
Cerulean has with third parties conducting research, development,
or manufacturing activities with the Platform, except to the
extent such agreements relate solely to the manufacture or
development of the clinical product candidates CRLX101 and
CRLX301 (the Products) (such transactions, collectively, the
Novartis Transaction).

At the closing of
the Novartis Transaction, Novartis will pay to Cerulean a
purchase price of $6,000,000, and will also deliver offers of
employment or engagement to certain employees of Cerulean who are
knowledgeable in the practice and development of the Platform. In
addition, Cerulean will assign, and Novartis will assume, the
BlueLink License (as defined below).

The Asset Purchase
Agreement also contains customary representations and warranties
that Cerulean, on the one hand, and Novartis, on the other hand,
made solely for the benefit of the other. The assertions embodied
in those representations and warranties are qualified by
information in confidential disclosure schedules delivered by
Cerulean in connection with the signing of the Asset Purchase
Agreement, and certain representations and warranties in the
Asset Purchase Agreement were made as of a specified date or may
be subject to a contractual standard of materiality different
from what might be viewed as material to investors. Accordingly,
the representations and warranties in the Asset Purchase
Agreement should not be relied on by any persons as
characterizations of the actual state of facts about Cerulean at
the time they were made or otherwise. In addition, information
concerning the subject matter of the representations and
warranties may change after the date of the Asset Purchase
Agreement, which subsequent information may or may not be fully
reflected in Ceruleans public disclosures.

Consummation of
the Novartis Transaction is subject to Cerulean obtaining, to
Delaware law, the approval of the holders of at least a majority
of the Cerulean common stock for the sale of substantially all of
its assets in the Novartis Transaction (the Novartis Voting
Proposal). Each partys obligation to consummate the Novartis
Transaction is also subject to other specified customary
conditions, including (1)the representations and warranties of
the other party being true and correct as of the closing date of
the Novartis Transaction, generally subject in the case of
Novartis representations and warranties to an overall materiality
qualification, and (2)the performance in all material respects by
the other party of its obligations under the Asset Purchase
Agreement, including in the case of Cerulean by obtaining all
necessary corporate and third-party consents.

The Asset Purchase
Agreement includes customary termination provisions as well as
indemnification provisions to which the parties agree to
indemnify each other, subject to certain thresholds and caps on
liability as set forth in the Asset Purchase Agreement.

The foregoing
descriptions of the Asset Purchase Agreement and the Novartis
Transaction, and the transactions contemplated thereby, in each
case, do not purport to be complete and are qualified in their
entirety by reference to the Asset Purchase Agreement, which is
filed as Exhibit 2.2 hereto and which is incorporated herein by
reference. The Asset Purchase Agreement has been included to
provide investors and security holders with information regarding
their terms, and is not intended to provide any other factual
information about Cerulean, Novartis or their respective
subsidiaries and affiliates.

Asset Purchase
Agreement and License Agreement with BlueLink Pharmaceuticals,
Inc.

On March19, 2017
(the Effective Date), Cerulean and BlueLink Pharmaceuticals,
Inc., a Delaware corporation and wholly-owned subsidiary of
NewLink Genetics Corporation (BlueLink), entered into an Asset
Purchase Agreement (the BlueLink Agreement), to which Cerulean
sold to BlueLink all of Ceruleans right, title and interest in
and to the Products and the accompanying intellectual property
rights and know-how, in exchange for an aggregate purchase price
of $1,500,000 to be paid within five days of March20, 2017 (the
BlueLink Transaction and, together with the Dar Transaction and
the Novartis Transaction, the Strategic Transactions).

In connection with
the BlueLink Agreement, Cerulean agreed, within thirty (30)days
following the Effective Date, to use commercially reasonable
efforts to assist in certain contract or consent negotiations
with third parties, and also to purchase a tail to Ceruleans
clinical trial insurance to cover all liabilities,

subject to the
applicable policy limits, arising from the clinical trials of the
Products conducted by or on behalf of Cerulean on or before the
Effective Date. BlueLink is responsible for all liabilities
arising after the Effective Date related to any assigned
contracts, other than liabilities arising after the Effective
Date due to the breach by Cerulean of any assigned
contracts.

The BlueLink
Agreement also includes indemnification provisions to which each
party agreed to indemnify the other, subject to certain
thresholds and caps on liability as set forth in the BlueLink
Agreement.

Also in connection
with the BlueLink Agreement, Cerulean and BlueLink entered into a
license agreement in favor of BlueLink (the BlueLink License), to
which Cerulean agreed to grant to BlueLink an exclusive,
worldwide, perpetual, sublicensable right and license, under the
Platform, to research, develop and commercialize the Products. to
the Asset Purchase Agreement between Cerulean and Novartis,
Novartis will assume the BlueLink License upon the closing of the
Novartis Transaction.

BlueLink may
terminate the BlueLink License upon sixty (60)days notice to
Cerulean (or, following consummation of the Novartis Transaction,
Novartis) for any or no reason. Cerulean (or, following
consummation of the Novartis Transaction, Novartis) may terminate
upon a material breach of the BlueLink License by BlueLink,
subject to a sixty (60)-day cure period. In addition, BlueLink
agreed to indemnify Cerulean or its assigns for certain claims
arising from a breach of the BlueLink License or the research,
development and/or commercialization of the Products by
BlueLink.

Each of the
BlueLink Agreement and the BlueLink License contains customary
representations and warranties that Cerulean, on the one hand,
and BlueLink, on the other hand, made solely for the benefit of
the other. In the case of the BlueLink Agreement, the assertions
embodied in those representations and warranties are qualified by
information in confidential disclosure schedules delivered by
Cerulean in connection with the signing of the agreement. In
addition, certain representations and warranties in the BlueLink
Agreement and the BlueLink License, as applicable, were made as
of a specified date or may be subject to a contractual standard
of materiality different from what might be viewed as material to
investors. Accordingly, the representations and warranties in the
BlueLink Agreement and the BlueLink License should not be relied
on by any persons as characterizations of the actual state of
facts about Cerulean at the time they were made or otherwise. In
addition, information concerning the subject matter of the
representations and warranties may change after the date of the
BlueLink Agreement or the BlueLink License, as applicable, which
subsequent information may or may not be fully reflected in
Ceruleans public disclosures.

The foregoing
descriptions of the BlueLink Agreement, the BlueLink Transaction
and the BlueLink License, and the transactions contemplated
thereby, in each case, do not purport to be complete and are
qualified in their entirety by reference to the BlueLink
Agreement, which is filed as Exhibit 2.3 hereto and which is
incorporated herein by reference, and to the BlueLink License,
which is filed as Exhibit 10.2 hereto and which is incorporated
herein by reference. The BlueLink Agreement and the BlueLink
License have been included to provide investors and security
holders with information regarding their terms, and are not
intended to provide any other factual information about Cerulean,
BlueLink or their respective subsidiaries and affiliates.

Hercules Capital,
Inc., the lender under Ceruleans existing term loan credit
facility (the Loan Facility), consented to the BlueLink
Transaction, and released its liens and security interests in the
assets to be assigned therein, subject to approval by Ceruleans
board of directors of the repayment in full of the Loan Facility.
Ceruleans board approved the repayment as set forth below in Item
1.02 of this Current Report on Form 8-K.

Item1.02.
Termination of a Material Definitive Agreement.

Cerulean has
entered into a payoff letter dated as of March17, 2017, with
Hercules Capital, Inc. (formerly known as Hercules Technology
Growth Capital, Inc.) (Hercules), to which it agreed to pay off
and thereby terminate its Loan and Security Agreement dated as of
January8, 2015 (the Loan Agreement) with Hercules as
lender.

to the payoff
letter, Cerulean will pay, on or about March20, 2017, a total of
$12.4million to Hercules, representing the principal, accrued and
unpaid interest, fees, costs and expenses outstanding under the
Loan Agreement in repayment of Ceruleans outstanding obligations
under the Loan Agreement. This payoff amount includes a final end
of term charge (End of Term Charge) to Hercules in the amount of
$1.4million, representing 6.7% of the aggregate original
principal amount advanced by Hercules.

Upon the payment
of the $12.4million to the payoff letter, all outstanding
indebtedness and obligations of the Company owing to Hercules
under the Loan Agreement will be deemed paid in full, and the
Loan Agreement will be terminated.

Cerulean
originally entered into the Loan Agreement in January 2015 and
borrowed $15.0million and $6.0million in two tranches in January
2015 and November 2015, respectively. As of March1, 2017,
Cerulean had repaid to Hercules $10.0million in principal under
the terms of the Loan Agreement. In addition to principal and
interest, Cerulean had agreed to make a final payment to Hercules
of the End of Term Charge. Ceruleans obligations under the Loan
Agreement were secured by a lien on substantially all of the
assets of the Company, other than intellectual property, provided
that such lien on substantially all assets included any rights to
payments and proceeds from the sale, licensing or disposition of
intellectual property. The Loan Agreement contained customary
covenants and representations, including financial reporting
obligations and limitations on dividends, indebtedness,
collateral, investments, distributions, transfers, mergers or
acquisitions, taxes, corporate changes, deposit accounts, and
subsidiaries.

The foregoing
description of the payoff letter does not purport to be complete
and is qualified in its entirety by reference to the payoff
letter, which is filed as Exhibit 10.3 hereto and which is
incorporated herein by reference.

Item3.02.
Unregistered Sales of Equity Securities.

The disclosure
included in Item 1.01 of this Current Report on Form 8-K is
incorporated into this Item 3.02 by reference. The shares of
common stock of Cerulean to be issued to the Selling Stockholders
to the Stock Purchase Agreement will be issued to exemptions from
registration provided by Section 4(a)(2) and/or the private
offering safe harbor provisions of Regulation D of the Securities
Act of 1933, as amended (the Securities Act), and/or Regulation S
of the Securities Act, based on the following factors: (i)the
number of offerees or purchasers, as applicable, (ii)the absence
of general solicitation, (iii)investment representations obtained
from the Selling Stockholders, including with respect to their
status as an accredited investors or not a U.S. person, (iv) the
provision of appropriate disclosure, and (v)the placement of
restrictive legends on the certificates or book-entry notations
reflecting the securities.

Item5.02.
Departure of Directorsor Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers

Retention
Agreements

On March19, 2017,
Ceruleans board of directors determined, upon the recommendation
of the Compensation Committee of the board, to enter into
retention agreements with certain executive officers,

including three of
Ceruleans named executive officers: Mr.ChristopherD. T. Guiffre,
President Chief Executive Officer, Mr.Adrian Senderowicz, Senior
Vice President Chief Medical Officer, and Ms.Alejandra Carvajal,
Vice President, General Counsel. These retention agreements
supersede the provisions of such executive officers employment
agreements and retention letters with the Company providing for
post-separation benefits.

The retention
agreements of Mr.Senderowicz and Ms.Carvajal provide that each
such executive will be entitled to receive, (i)upon the timely
execution of a release of claims agreement entered into
contemporaneously with the retention agreement, a retention bonus
(a Retention Amount) equal to his or her base salary for six
(6)months (less all applicable taxes and withholdings), (ii) upon
executing a reaffirmation of such release of claims on the
executives termination date, an additional lump sum payment (a
Health Assistance Payment) in the amount of six (6)times the
Companys current monthly contribution to Company-provided health
and dental insurance coverage currently in effect with respect to
such executives coverage elections (less all applicable taxes and
withholdings), and (iii)upon a change in control of the Company,
the management change in control bonus described below under the
caption Management Change in Control Bonuses. If the executive is
terminated by the Company for Cause (as defined in the retention
agreement), or leaves the Company within the six (6)-month period
following the date of the retention agreement for any reason
without the agreement of the Company, the executive will be
required to repay the Retention Amount in full, and will no
longer be eligible to receive a Health Assistance Payment or the
management change in control bonus.

The retention
agreement of Mr.Guiffre provides that he will be entitled to
receive, (i)upon the timely execution of a release of claims
agreement entered into contemporaneously with the retention
agreement, a Retention Amount equal to his base salary for six
(6)months (less all applicable taxes and withholdings), (ii) upon
executing a reaffirmation of such release of claims on his
termination date, (A)a Health Assistance Payment in the amount of
twelve (12)times (or, if his termination is in connection with a
change in control, eighteen (18)times) the Companys current
monthly contribution to Company-provided health and dental
insurance coverage currently in effect with respect to such
executives coverage elections (less all applicable taxes and
withholdings) and (B)an additional lump sum payment (a Severance
Payment) equal to his base salary for six (6)months (or, if his
termination is in connection with a change in control, twelve
(12)months) (less all applicable taxes and withholdings), and
(iii)upon a change in control of the Company, the management
change in control bonus under the caption Management Change in
Control Bonuses. In addition, if Mr.Guiffre is terminated in
connection with a change in control of the Company, he will be
entitled to receive an additional lump sum payment equal to 1.5
times his 2016 cash performance bonus (less all applicable taxes
and withholdings) (a Severance Bonus) upon executing a
reaffirmation of his release of claims on his termination date.
If Mr.Guiffre is terminated by the Company for Cause (as defined
in the retention agreement), or leaves the Company within the six
(6)-month period following the date of the retention agreement
for any reason without the agreement of the Company, he will be
required to repay the Retention Amount in full, and will no
longer be eligible to receive a Health Assistance Payment,
Severance Payment, Severance Bonus or management change in
control bonus.

The foregoing
description of the retention agreements does not purport to be
complete and is qualified in its entirety by reference to the
full text of each retention agreement, which are filed as
Exhibits 10.4, 10.5 and 10.6 hereto and which are incorporated
herein by reference.

Management
Change in Control Bonuses

On March19, 2017,
Ceruleans board of directors determined, upon the recommendation
of the Compensation Committee of the board, that it was in the
best interests of the Company to grant members of management the
right to receive a change in control bonus upon the closing of
the Dar Transaction. These bonuses would be paid in lieu of and
supersede any payments that would otherwise be due upon a

change in control
as a result of the Dar Transaction to the Companys existing
executive bonus pool, which was previously disclosed in the
Companys Current Report on Form 8-K filed with the SEC on
November8, 2016.

Each of Ceruleans
named executive officers identified in the table below shall be
entitled to receive a cash bonus in an amount up to the maximum
amount set forth next to his or her name upon the closing of the
Dar Transaction, regardless of whether such individual remains
employed by Cerulean upon such closing date:

The final cash
bonus amount payable to each such member of management upon the
closing of the Dar Transaction shall be determined in the sole
discretion of the Compensation Committee.

Item5.03.
Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year

On March19, 2017,
Ceruleans board of directors adopted an amendment (the By-law
Amendment) to Ceruleans Amended and Restated By-laws. The By-law
Amendment, which was effective upon adoption by the board, among
other things, designates the Court of Chancery of the State of
Delaware as the sole and exclusive forum for any stockholder to
bring (1)any derivative action or proceeding brought on behalf of
Cerulean, (2)any action asserting a claim of breach of a
fiduciary duty owed by any current or former director, officer,
other employee, agent or stockholder of Cerulean to Cerulean or
Ceruleans stockholders, including, without limitation, a claim
alleging the aiding and abetting of such a breach of fiduciary
duty, (3)any action asserting a claim arising to any provision of
the General Corporation Law of the State of Delaware (the DGCL),
the certificate of incorporation or the by-laws of Cerulean (as
each may be amended from time to time), or as to which the DGCL
confers jurisdiction on the Court of Chancery of the State of
Delaware, or (4)any action asserting a claim governed by the
internal affairs doctrine or other internal corporate claim as
that term is defined in Section115 of the DGCL.

The foregoing
description of the By-law Amendment does not
purport to be complete and is qualified in its entirety by
reference to the full text of the By-law Amendment, which is
filed as Exhibit 3.1 hereto and which is incorporated herein by
reference.