DARE Dare Bioscience Inc

Entry Into a Material Definitive Agreement.

License Fees . Daré paid $25,000 to MilanaPharm in connection with the execution of the License Amendment and must pay $200,000 to MilanaPharm (the “MilanaPharm Deferred Fee”) within 15 days of the first to occur of December 5, 2019 or the closing of an equity financing in which Daré raises aggregate proceeds of at least $10.0 million. The MilanaPharm Deferred Fee may be paid, in Daré’s discretion, either in cash or with shares of Daré’s common stock.

Milestone Payments . Daré must make potential future development milestone payments to MilanaPharm of up to $300,000. Daré is also required to make milestone payments to MilanaPharm of up to $500,000 upon the first commercial sale in the United States of the first licensed product or process for each vaginal use and urological use, and up to $250,000 upon the first commercial sale in the United States of successive licensed products or processes for vaginal or urological use. In addition, upon achievement of $50 million in cumulative worldwide net sales of licensed products and processes, Daré must make a one-time payment of $1.0 million to MilanaPharm.

Foreign Sublicense Income . Daré will pay MilanaPharm a low double-digit percentage of all income received by Daré or its affiliates in connection with any sublicense granted to a third party for use outside of the United States, subject to certain exclusions.

Royalty Payments . During the royalty term, Daré will pay MilanaPharm high single-digit to low double-digit royalties based on annual worldwide net sales of licensed products and processes. The royalty term, which is determined on a country-by-country basis and licensed product-by-product basis (or process-by-process basis), begins with the first commercial sale of a licensed product or process in a country and terminates on the latest of (a) the expiration date of the last valid claim of the licensed patent rights that cover the method of use of such product or process in such country, or (b) 10 years following the first commercial sale of such product or process in such country. Royalty payments are subject to reduction in certain circumstances, including as a result of generic competition, patent prosecution expenses incurred by Daré, or payments to third parties for rights or know-how that are required for Daré to exercise the licenses granted to it under the MilanaPharm License Agreement or that are strategically important or could add value to a licensed product or process in a manner expected to materially generate or increase sales.

Efforts . Daré must use commercially reasonable efforts and resources consistent with those undertaken by it in pursuing development and commercialization of other pharmaceutical products, taking into account program-specific factors, (a) to develop and commercialize at least one licensed product or process in the United States and at least one licensed product or process in at least one of Canada, the United Kingdom, France, Germany, Italy or Spain, and (b) following the first commercial sale of a licensed product or process in any jurisdiction, to continue to commercialize that product or process in that jurisdiction.

Term . Unless earlier terminated, the term of the MilanaPharm License Agreement will continue until (a) on a licensed product-by-product (or process-by-process basis) and country-by-country basis, the date of expiration of the royalty term with respect to such licensed product in such country, and (b) the expiration of all applicable royalty terms under the MilanaPharm License Agreement with respect to all licensed products and processes in all countries. Upon expiration of the term with respect to any licensed product or process in a country (but not upon earlier termination of the MilanaPharm License Agreement), the licenses granted to Daré under the MilanaPharm License Agreement will convert automatically to an exclusive, fully paid-up, royalty-free, perpetual, non-terminable and irrevocable right and license, with the right to grant sublicenses, under the licensed intellectual property. The MilanaPharm License Agreement is subject to customary termination rights in favor of both Daré and the Licensors, and in addition MilanaPharm may terminate the license granted to Daré solely with respect to a licensed product or process in a country if, after having launched such product or process in such country, (i) Daré, or its affiliates or sublicensees, as applicable, discontinues the sale of such product or process in such country and MilanaPharm notifies Daré of such termination within 60 days of having first been notified by Daré of such discontinuation, or (ii) Daré, or its affiliates or sublicensees, as applicable, (A) discontinues all commercially reasonable marketing efforts to sell, and discontinues all sales of, such product or process in such country for nine months or more for reasons unrelated to force majeure, (B) fails to resume commercially reasonable marketing efforts with the intent to sell such product or process in such country within 120 days of having been notified of such failure by MilanaPharm, (C) fails to reasonably demonstrate a strategic justification for the discontinuation and failure to resume to MilanaPharm under the circumstances set forth in the MilanaPharm License Agreement, and (D) MilanaPharm gives 90 days’ notice to Daré.

Assignment; Technology Transfer . Hammock assigned and transferred to Daré all of Hammock’s right, title and interest in and to the MilanaPharm License Agreement and agreed to cooperate to transfer to Daré all of the data, materials and the licensed technology in its possession pursuant to a technology transfer plan to be agreed upon by the parties, with a goal for Daré to independently practice the licensed intellectual property as soon as commercially practical in order to develop and commercialize the licensed products and processes. Hammock will be solely liable for any obligations arising from any breach under the MilanaPharm License Agreement prior to the December 5, 2018.

Fees . Daré paid $250,000 to Hammock in connection with the execution of the Assignment Agreement and must pay $250,000 to Hammock (the “Hammock Deferred Fee”) within 15 days of the first to occur of December 5, 2019 or the closing of an equity financing in which Daré raises aggregate proceeds of at least $10.0 million. The Hammock Deferred Fee may be paid, in Daré’s discretion, either in cash or with shares of Daré’s common stock.

Milestone Payments . Daré must make potential future development milestone payments to Hammock of up to $1.1 million.

Term . The Assignment Agreement will terminate upon the later of (a) completion of the parties’ technology transfer plan, and (b) payment to Hammock of the last payment to which it may be entitled under the Hammock Deferred Fee and development milestone payment provisions.