Good afternoon, and welcome to the Cerulean Second Quarter 2015 Conference Call. This call is being recorded. My name is Tamara, and I will be your operator for today. With us today from the company are Chris Guiffre, President and Chief Executive Officer; Gregg Beloff, Chief Financial Officer; and Alejandra Carvajal, General Counsel. Mr. Guiffre, please proceed.

Thank you. Good afternoon, everyone, and thank you for joining Gregg, Adrian, Alejandra and me for this call. To begin, I’ll ask Alejandra to comment on forward-looking statements that may be made during this call. Alejandra?

Thanks, Chris. Certain remarks that we make during this call about the company’s future expectations, plans and prospects constitute forward-looking statements for purposes of the Safe Harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including those discussed in the risk factors section of our most recent quarterly report on Form 10-Q, which is on file with the SEC and can be accessed on our website. In addition, any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. While we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our views change. Therefore, you should not rely on these forward-looking statements as representing our views as of any date subsequent to today, November 16, 2015. Back to you, Chris.

Thanks, Alejandra. In August, I introduced Gregg Beloff on his first quarterly call as CFO. Today, I’m introducing Adrian Senderowicz on his first quarterly call as our CMO. Adrian is a talented clinical oncologist with deep industry and FDA experience, so he is well suited to lead the development of CRLX101 toward approvals in multiple indications and he’s equally well suited to do the same thing with CRLX301 and the other NDCs that we plan to create with our platform. Adrian?

Thank you, Chris. Cerulean is doing something that industry and academia have tried to do for decades, targeting tumors, while sparing healthy tissue. This is exciting to me because I know how effective chemo is at killing cancer cells, but I also know how hard it is for patients to tolerate chemo. Having had a chance to review this CRLX101, the CRLXC01 data before I joined, I believe that we are on the right path to make highly active on well tolerated NDCs that can be used either alone or in combination with other cancer treatments. I’ll turn it back to you, Chris.

It’s great to have you on our team, Adrian. Shortly after we appointed Adrian as our CMO, we welcomed David Walt to our Board. David is an acclaimed scientist and successful entrepreneur. His track record of success as the founding scientist of Illumina speaks for itself. As we continue to develop our platform and expand the potential pipeline and enables, David’s experience and insights will be invaluable to a platform based product driven company like Cerulean. NDCs are an important innovation in cancer treatment because they preferentially concentrate cancer treatments in tumor tissue are taken up inside cancer cells and slowly release their payload from within the cancer cells. We have abundant preclinical data demonstrating our unique mechanism of action. Now, for the very first time, we have proven our mechanism of action in humans. At the so called triple meeting earlier this month, we presented data generated by Mark Davis from Caltech, an oncologist from the City of Hope. In this study, pre and post tumor treatment biopsies show the presence of CRLX101 in tumors and an almost complete absence of CRLX101 from the surrounding normal tissue. Importantly, Dr. Davis was able to show topo and hif inhibition in post treatment biopsies. These data represent a major milestone in the validation of our platform and our original premise is intact. Now, let’s move to program updates. First, CRLX101. In October, we announced that our randomized Phase 2 trial completed enrolment. We remain on track to report the top line data from this study in the first half of 2016. The CRLX101 IST data previously presented at ASCO led the FDA to grant fast track designation to this program. We are actively engaging with the agency and if all continues to progress well, we will launch our Phase 3 registration…

Thanks, Chris. Let me briefly highlight our financial results for the third quarter of 2015 which are included in the Form 10-Q that was filed after market close today. For the third quarter, we had a net loss of $10.3 million compared to a net loss of $5.6 million for the third quarter of 2014. The increase in net loss for the 2015 period was due principally to expenses associated with our ongoing clinical development programs, specifically costs related to our randomized Phase 2 RCC trial for CRLX101 and a Phase 1 trial for CRLX301 both of which commenced in 2014. We ended the third quarter with cash and cash equivalents of approximately $77.6 million. We believe we'll have the cash necessary to fund operations into 2017. We expect to achieve a number of key accomplishments within that period. In particular, we expect to achieve the following milestones; announce top line data from the randomized Phase 2 RCC trial of CRLX101 in combination with Avastin in the first half of 2016; announce data from the ongoing Phase 1b trial with the GOG Foundation of CRLX101 in combination with weekly paclitaxel in relapsed ovarian cancer in the first half of 2016; provide additional CRLX301 data from the Phase 1 portion of the Phase 1/2a trial in the first half of 2016; launch the Phase 2a portion of the CRLX301 study in the first half of 2015; provide data from the CRLX101 weekly dosing trial in the second half of 2016; announce additional interim CRLX101 data from the ovarian and rectal ISPs in the second half of 2016; and finally, pending review of the randomized data, we expect to initiate a Phase 3 trial of CRLX101 plus Avastin in third and fourth line RCC by the end of 2016. With that, let’s open the call up for Chris, Adrian and me to take your questions.

Thank you. [Operator Instructions] And our first question comes from the line of Jon Eckard with Barclays. Your line is now open.

Hi, this is Brian filling in for Jon. I was just curious if you could discuss the preclinical data and rationale of the combination of 101 and PARP inhibition and additionally if this were to go into the clinic what cancers would you target? What would be the most rational cancers to target?

Sure. Thank you very much for the question. This is Chris. I’ll start off and then I’ll obviously ask Adrian to chime in. So your question relates to the use of CRLX101 in combination with PARP. It's a great question because as many people know it is an obvious synergy that exists between PARP inhibitors and topo 1 inhibitors. Topo 1 inhibitors damage DNA and PARP inhibitors prevent the repair of DNA damage. So we are not the first people to think of this combo. You can read the literature and you can see many people have tried. Because you're familiar with the company and the combination, you're probably well aware that those combinations today have been plagued by toxicities, not only the toxicities inherent with the PARP inhibitors, but more importantly the toxicities associated with the topo 1 inhibitors. So what the PARP space needs and I believe is looking for is a better-tolerated topo 1 inhibitor. That’s what we believe we have and therefore we have made a point of telling people that sometime next year we would like to be in the clinic with a PAPP-Topo combo. We, as you are aware, obviously have a number of examples of combining our drug with PARP inhibitors pre-clinically. We have not disclosed a lot of that data, but I can assure you that we would not be talking to you about it on this call right now. It’s something I wanted to do next year if it weren’t for the fact that we, A, say the synergies that you would expect to see between the topo 1 inhibitor and the PARP inhibitor and, B, saw that it was more combinable than what other have tried. So with that in mind, I think I'll turn it over to Adrian to talk little bit about what he would hope to achieve in the clinic next year. Adrian?

Thank you for your questions. This is very exciting question and this is a question I have been thinking for so many years since I was at the Food and Drug Administration. And when I moved AstraZeneca, I was very interested in the PARP space and based on my interest in cell cycle regulation when I was at the NCI working with DNA damage control. So, as you are quite aware, there is this concept of synthetic lethality. So tumors have in general some abnormal DNA damage response controls and the inhibition with PARP inhibitors and as you know there are many in the clinic, can induce cell death by these augmentations of this endogenous DNA damage control that these tumor cells have. Moreover, adding topo 1 inhibitors, as Chris mentioned, will enhance the DNA damage response and the presence of a PARP inhibitor and other DNA damage response inhibitors will enhance anti-tumor effects of topo 1 inhibitors. The important issue is that, as Chris mentioned, there were a lot of efforts from multiple different sponsors to combine topo 1 inhibitors with PARP inhibitors and there was a significant bone marrow toxicity induced by the combination and in principle, up to this point these combinations are not tolerable in cancer patients and sponsors need to sacrifice topo 1 doses or PARP doses in order to have that synergistic effect that is not feasible in humans. So we believe that CRLX101 is a topo 1 inhibitor that is much better tolerable and as Chris stated, we are really focused in testing these combination in the clinic based on our very profound ant-tumor effects that we see in the [indiscernible]. You ask me or actually ask Cerulean what will be the tumor type of interest, and certainly there is an obvious indication. As you know, there is so one drug in the – one PARP inhibitor indicated at this moment in the US is patients who have germ-line BRCA deficient ovarian cancer patients. So one consideration is to add topo 1 inhibition based on the CRLX101 to this indication and there are many other indications where PARP inhibitors are useful that we can discuss hopefully in the next call to – but I can tell you that there are multiple shots on goal. I don’t know if I was able to address these issues.

No, it’s very helpful. Thank you very much.

Welcome.

And on another note, I was curious about the ISP for 101 in combo with Avastin. What’s your ultimate signal that you want to see at the end of this trial that will help to clarify the path forward? Thank you very much.

Thank you. So I'll turn it over to Adrian briefly, but I want to be clear that what we're trying to do in these studies is improve the lives of these women ovarian cancer and there are many different ways to assess therapeutic benefit. Adrian will talk you about how we think about, it doesn't mean that’s the way everyone thinks about it, but that’s certainly how we are going to assess this when we decide where to invest in a registration setting. Adrian?

Well, this is a very good question and I assume, I am trying to read your mind that you are thinking about some of the data that was recently published by our colleagues from Genentech with Avastin. Let me give you my true sense and I hope that these [Technical Difficulty] understand the clinical activity for any agent, you need to understand the clinical and safety for any agent. The clinical activity is not only where are the response rates for any agent by the duration of response tumor shrinkage, PFS, OS are not effects on biomarkers such as CA 125. So in general, we are thinking a multi-dimensional way and not in uni-dimensional way. So in order for us to advance to the next stage, we need to see several different readouts for the anti-tumor effect. And so far what we have seen in – as you heard in our press release is that not only the combination of Avastin and 101 has bonafied partial responses, but we have three PRs, and 80% of the other additional patients have stable disease. Moreover we have a PFS6 of approximately 56% and based on the GOG benchmark data in this platinum-resistant patients only 20% of patients have PFS6. And the other additional interesting response that we have shown is around 50% of patients have a 50% decrease or more of CA 125 with levels. So certainly, there is activity for this combination, but we have not decided which of the two ongoing combinations we are going to move forward for registration. As you know, we have the combination of 101 and Avastin via the IST and we have the 101 and weekly paclitaxel with a GOG, and these are combinations doing well. And at the end of this exercise, meaning these two clinical trials and as you know we are also exploring the weekly administration, we will have multiple choices to advance the best schedule and regimen for registration. So I hope that this address your question.

Yes, of course. Thank you very much.

Thank you.

Thank you. And our next question comes from the line of Michael Schmidt of Leerink Partners. Your line is now open.

Hey, good afternoon, and thanks for taking my questions. I had one on the rectal cancer study, so you’re switching now also here to the weekly dosing schedule. Can you remind us some of the hurdle for success is and what response rate or PCR rate rather one would expect for chemoradio alone in this indication?

So historical data shows that the PCR rate for standard care, which is chemoradiotherapy is anywhere in the 10% to 20% range depending on which study you look at. Randomized studies are a little different than the single-arm, there are some bigger, there are some small, but we have consistently said that standard-of-care gets anywhere from 10% to 20%. We had also said previously that we would like to see at least a 30% PCR rate in order to take on the conversation with the agency and ask them if they were willing to essentially blaze a new path with us and look at approval in this setting based on PCR rate alone. So we clearly do not have a 30% PCR rate and therefore we will not be trying to convince the FDA to approve this drug on PCR rate alone and instead, we will focus on seeing whether a different dosing schedule will drive up those PCR rates as we originally hoped for.

Yeah. And remind me, have you seen some severe dose response in this study?

Yeah, I am not sure, how to answer that. We had three patients at 12 mg/m2 and we had one of three had a PCR rate, the rest of them at 15 mg/m2 and we had three of them that were – had PCRs, so I guess, you could – if you look at real small numbers, you could actually say the PCR rate is higher at 12 mg/m2 than a 15 mg/m2 and we know that not all that logical. So I don’t think we have anything other than that to point you to Michael.

Yeah, probably slim – small numbers. And then a question on CRLX301, can you remind me of the plans for the Phase 2a study, so what tumor types are you going to look at there. And ultimately, where do you see that drug positioned strategically? Do you look at this as a preferred combination agent similar to 101 or do you see an opportunity for this as a single-agent therapy?

Sure. I’m going to let Adrian take most of this question, but I want to be very clear that a better tolerated and more active tox [ph] is a very interesting market opportunity as a monotherapy and in combination. So it’s not an either or, to answer your question it’s both. But with that Adrian, if you like to add additional.

Absolutely. Yeah, I completely agree with Chris’ statement that this is a proportion for monotherapy and combination based on the great tolerability that we have seen so far with 301. And certainly, there are multiple indications that we can explore and we have – we are in the process of finalizing these several indications. But I can tell you that we are not ready to share with you exactly which tumor types, but you can imagine that in general are very active in multiple tumor types. Some of the tumor types are approved in the label, some of those tumor types are not approved and that give us some clues of where to move forward in a very small, rapid and hopefully a cheap proposition in order to reach to the market. So we are very attentive to this particular way forward and you will hear that soon.

Absolutely.

Sorry, did I address this question?

Yes, you did. Thanks so much. And then I guess, last question. You’ve sort of – it looks like you’re doing more now than you originally planned and I was wondering if your cash guidance is still intact or changed in anyway?

Yeah, the cash guidance has stayed the same. We expect to have cash to last us into 2017. So nothing has changed from any prior quarter.

Great. Thanks so much, and congrats on the quarter.

Thank you, Michael.

Thank you. Our next question comes from the line of John Newman with Canaccord. Your line is now open.

Hi guys, thanks for taking the question. Chris, so the first question I have was just if you could just talk to us a little bit about the thinking behind exploring a little bit different dosing schedule, and I was just wondering to double-check because you had said you will be exploring the weekly dosing in both RCC and ovarian or just in ovarian? And then the second question I had was, Chris I just wondered if you could talk to us a little bit about how a drug like 101 going forward to be interesting in combination with some of the current therapies that are out there now since some of those therapies seem to work extremely well, but some of the combinations that we are seeing are not as clear in the tox? Thanks.

Okay, terrific. Thank you, John. I have the two questions, I’ll start off on the weekly dosing and then turn it over to Adrian, and when he is done, then I’ll address your question about combination. So to be very clear, if I was not more clear in the script, I apologize. We are exploring weekly dosing in general. So what that means is we started a trial about a month ago, we have now put a press release about announcing that we are studying weekly dosing in solid tumors, that will help us understand whether weekly dosing is an option for us or not. In addition, we are going to be exploring in the rectal trial a change from the every other week dosing to the weekly dosing and in addition, we will do the same thing in the ovarian cancer trials. I imagine that we will continue to think about weekly dosing in other tumor types as we continue to develop 101. And you also heard Adrian say that we are exploring weekly dosing for CRLX301. So there is no one area that we are exploring at, there is no area that is being left out. It is something that is important for us to understand before we start investing in expensive registration studies. But with that, since it was Adrian’s idea, I’ll let him talk you through the rationale that he brought to Cerulean. Adrian?

Thank you, Chris. So let me share my true sense about weekly administration. So as soon as I joined Cerulean, it was obvious to me that based on the mechanism of 101 namely the Top1 inhibitor [ph] 1 and 2 inhibitor. A more [indiscernible] therapeutic index of 101 due to further increase in anti-tumor activity. But we acted very quickly and started a new trial of weekly 101 monotherapy and 101 in combination with Avastin. The good news is that we will have safety and activity for the combination before studying our Phase 3 randomized RCC trial. So that this new combo schedule see a more active than every other week, we can choose these weekly schedule for our Phase 3 trial. Moreover these novel combo schedule maybe use for other registration trials namely the ovarian cancer resistant drug. I believe that after this novel weekly trial, we will create a more certain goal with additional schedules to choose from. This creates choice and choice is a good thing in cancer therapeutics.

Great. Thanks, Adrian. Now let’s talk about what to do with the different dosing schedule. So John’s question was basically where do you think you can combine. And John, if I shape the question in the wrong way, feel free to jump back on and redirect me. But I think there are a number of opportunities to combine. I think the folks who follow us know us as the HIG-VEGF combo. We have talked a lot about using our drug in combination with Avastin in kidney cancer and an ovarian cancer. We have announced some pretty interesting data in both tumor types with this combo. And by the way Avastin is not the only VEGF inhibitor out there, TKIs inhibit VEGF. About $5 billion a year of VEGF products are sold each year, they all do a terrific job with shrinking tumors, but in some cases, I would argue in many cases, they don’t do as good a job as we would like translating into OS. So I would love to think that our drug will be used ultimately in combination with multiple VEGF inhibitors to improve outcomes for patients being treated with those very common forms of drugs.. Second, you’ve heard that we want to think about our drug also as topo 1 inhibitor and in that context, there are already two areas that we’ve talked about quite extensively, in one case which is using our drug as a radiosensitizer and that could be in locally advanced rectal cancer, it could be in other tumor types, it could be using pCR as an endpoint, it could be using other end points. But using our drug as a radiosensitizer in combination with other chemoradiotherapy regimen is an important frontier and so those are two. The third that you heard us…

Yes. And I also wondered if, I’m sure you have heard this, but I also wondered if you have any thoughts with regard to the PD-1s and I’m sure that you get asked that question. The reason that I’m curious is because, it seems like the PD-1s work really well in some patients but as those drugs have been combined with other drugs, it seems like the toxicity level has gone up quite a bit and so, I’m just curious if that’s an area that you’re also thinking about?

So I think it’s obviously a terrific question, I wonder if that was always on your mind when you asked the question, and you’re not going to let me dodge you. So, let me be more direct. Of course as an oncology company in today’s world we are very aware of the advances being made with immuno-oncology, we are super excited about it, and we often give thought to how we can enable that terrific progress. But that’s about all I’m willing to say at this point.

Okay, great thanks Chris.

Thank you. Our next question comes from the line of Mike King with JMP Securities. Your line is now open.

Thanks for taking my call, but I think you just obviated my question with your previous answer.

Thank you. And our next question comes from the line of David Nierengarten with Wedbush. Your line is now open.

Hi, thanks for taking my questions. I had a question about the design and some of the characteristics of the RCC study. So first off, when you think about the division between third and fourth line patients and how that affects your assumptions on the powering and then second on the mixture of physician’s choice for the patients and their controller -- the control arm. And if those assumptions are you know what they’re based on and just how that reflects in the statistical design of the study. Thanks.

Thank you and you are discussing about the Phase 2 trial that’s your question?

The ongoing study.

Ongoing study, perfect yeah. As you know, Cerulean made decision to have a phase 2 randomized trial of the Avastin 101 versus previous choice, and the choice where Avastin or several TKIs. And we are very pleased that we were able to accrue the whole number of patients, the 115 patients and we accrued everybody in October. And we have seen trying to understand the trend of what is feasible for the next clinical trial and I can tell you that at least in the US a significant number of patients receive Avastin as a control arm as opposed to other TKIs, and then other TKIs as the control arm. So we’re very pleased that Avastin at least in the US is being used in the third and fourth line setting. And if we decide to go against Avastin in the phase 3 trial, we believe we will not have a reasonable way forward with that particular control arm. So I don’t know if that addresses your question.

That helps, and then one other aspect of it. For the third and fourth -- or for third line patients in the study, are they going on the subsequent treatment? Thanks.

So you mean subsequent you mean after progression?

Yes, after progression.

Well, this is a blind study, we don't have much information about how the patients are being treated but -- if the question is whether there is cross-over in the study, we are not allowing a cross-over. So patients always are receiving some therapies if the patients are in good shape to receive therapy. Some patients unfortunately, they are so advanced that they may end up with some palliative care and support, to be able to support. So I don't have the information and hopefully in the second quarter of next year we will have the top line results and we will give you all the details about this information.

All right, thanks.

Thank you. [Operator Instructions] Our next question comes from the line of Katherine Genis with Edison. Your line is now open.

Hello everybody. I had some questions related to 2016. You had quite an impressive list of data and trails, and news flow coming out in the first half of ‘16, which led me to a couple of questions. The first is in regards to the phase 2 in RCC. Just wondering, I know it's a moving target, but as you see it now, if you could be a little more specific as to when the results could be coming out, will it be more towards the very end of the first half of ’16. And then following onto that any more general information you could provide on a potential follow-up phase 3 trial. And that really leads me into the third question, which is, any guidance you might have for R&D in 2016 with all these activities going on. So, vis-a-vis say the 26 million or so that we're seeing in 2015. Thanks.

I’m going to take the first two and I’ll let Gregg talk to you about the financial guidance. So the timing of RCC data, you’re question is, can I be more specific. I guess the answer is no, I really can’t unfortunately. Obviously, we just completed enrolment about a month ago, you know that we need 70 events, we appear to be tracking sort of as expected, and I think that if we had an announcement may be early in the first half then that would be disappointing because patients are coming off study, but beyond that I can’t really be more specific. And I guess to be very honest with you, Katherine, the longer it takes, I guess the better the patients are doing. So, I’m not, it is what it is, when the data is ready, we’ll be very excited to tell you because we've been waiting a while now to have the opportunity to announce these positive randomized data, but we have to wait until the 70th event.

Of course, no news is good news.

Then in terms of the timing of the next study, the phase 3 study, our guidance has been and continues to be that we would like to start preparing in parallel. That's one of the potential advantages of having fast-track designation we get to talk to the FDA. We will certainly not launch that study until it's ready to go. And that requires a number of things, not the least of which of course is seeing the data and getting the results that we expect from the phase 2 trial. But as you’ve also heard from Adrian, we would like to understand whether this weekly dosing schedule is something we should consider before we go forward in expense of phase 3 study. So we have a few hurdles to jump over but I think our view is that we can jump over those hurdles in due course next year and before the year is over get going on that important registration study, okay.

Okay, thanks

And now, I actually frankly forgot the third question, but Gregg, I think you will remember it.

So the third question a good one, how much do we expect to spend next year. As you know we have historically not given operating expense guidance. In all candor, we haven't yet presented our budget and have it approved by the Board, so I couldn't even do that prematurely if we are allowed. What I can say is that we again, let me just reiterate that we will have cash into 2017, with all of the activity that we're doing next year. I think it's fair to say that we will spend more next year than we did this year, but I can’t really give you much more in terms of order of magnitude simply because we historically haven’t given that guidance and as of yet, just from a procedure standpoint don't have a fully approved budget that I could even articulate.

So, okay, thanks. Do you think you will be providing any guidance? Maybe after your full year results and once budgets go through?

Katherine, I know that you and a number of our other analysts have asked us about more specific guidance than we provide, and I assure you that as we mature as a company we will get into providing the type of guidance that you seek. But right now as a very small company and our spend is so lumpy based on these clinical trials that we actually think it can be more harmful than helpful to get into a breakdown and that's why we have decided to stick with one way guidance for now. And I honestly can't tell you at what point in our evolution we're going to make that switch, but it's coming as you would expect.

Sure, okay. Thank you.

Thank you. And that is all the time we have. So I’ll turn the call over to Mr. Guiffre to conclude the call.

Thanks everyone for joining us today. We look forward to reporting on continued progress in March, have a good night.