EX-10.59





 Exhibit 10.59 

EVOFEM BIOSCIENCES, INC. 

RESTRICTED STOCK CANCELLATION AGREEMENT 

This RESTRICTED STOCK CANCELLATION AGREEMENT (this “Agreement”) is entered into as of this 17th day of October, 2017, by and between Evofem Biosciences, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of the Restricted Stock
Awards, each dated September 28, 2016 (the “Restricted Stock Awards”), pursuant to which Holder was issued an aggregate total of 3,259,091 shares of restricted common stock, $.001 par value, of the Company (the “Company Common
Stock”). 
 WHEREAS, the Restricted Stock Awards were intended to vest only upon the consummation of the Company’s Initial
Public Offering pursuant to the vesting conditions set forth in such Restricted Stock Awards; 
 WHEREAS, the Company has elected to
undertake a merger transaction (the “Merger”) pursuant to that certain Agreement and Plan of Merger, by and among the Company, Neothetics, Inc., a Delaware corporation (“Parent”) and Nobelli Merger Sub, Inc., a Delaware
corporation (the “Merger Agreement”), and as a result, the vesting conditions set forth in the Restricted Stock Awards will not take place; and 

WHEREAS, as an inducement to Parent to enter into the Merger Agreement, Parent desires that the Company and the Holder enter into this
Agreement to clarify that the vesting of such Restricted Stock Awards will not take place and that the Restricted Stock Awards shall therefore be cancelled and of no further force or effect contingent upon and immediately prior to the effective time
of the Merger (the “Effective Time”). 
 NOW THEREFORE, for good and valuable consideration, the sufficiency of which
is hereby acknowledged, the Holder hereby agrees as follows: 
 1.    The Holder is the holder of the Restricted Stock
Awards, and such Restricted Stock Awards remain outstanding and unvested as of the date hereof. 
 2.    Notwithstanding
anything to the contrary contained in the Restricted Stock Awards or the Company’s Amended and Restated 2012 Equity Incentive Plan, pursuant to which the Restricted Stock Awards were granted, contingent upon and immediately prior to the
Effective Time, the Restricted Stock Awards held by the Holder will be deemed cancelled and shall be of no further force or effect, whether or not returned to the Company for cancellation. 

3.    The Holder (a) has not sold, assigned, pledged, transferred, encumbered delivered to anyone, hypothecated or
otherwise disposed of the Restricted Stock Awards or any interest represented thereby, or signed any power of attorney or other authorization with respect to the Restricted Stock Awards and (b) does not know of any person, firm, corporation,
agency or government who has, or has asserted, any right, title, claim, equity or interest in, to or respecting the Restricted Stock Awards or any of the shares of Company Common Stock represented thereby. 

4.    Immediately prior to the Effective Time, the Holder shall fully, forever, irrevocably and unconditionally release,
remise and discharge the Company, and its past, current or future officers, directors, stockholders, corporate affiliates, subsidiaries, parent companies, agents and employees (the “Released Parties”) from any and all claims, charges,
complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities and expenses (including













 
attorneys’ fees and costs), of every kind and nature which he ever had or now has against the Released Parties arising out of the Restricted Stock Awards. 

5.    The Holder shall execute and deliver such further instruments of conveyance, assignment or other documents
reasonably requested by the Company to cancel the Restricted Stock Awards and all rights of the Holder thereunder. 

6.    If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the
other provisions of this Agreement will remain in full force and effect. This Agreement may be executed in one or more counterparts and may not be changed except in a writing signed by the person against whose interest such change shall operate.
This Agreement shall be governed by and construed under the laws of the State of Delaware without regard to the principles of conflicts of law thereof. 

[Signature Page Follows] 












 IN WITNESS WHEREOF, the undersigned has executed and delivered this Agreement as of this
17th day of October, 2017. 
  

					
	HOLDER:
	
	 /s/ Saundra Pelletier

	Saundra Pelletier
	
	EVOFEM BIOSCIENCES, INC.
		
	By:	 	 /s/ Jay File

		 	Name:	 	Jay File
		 	Title:	 	Chief Financial Officer



  
 Signature Page to
Restricted Stock Award Cancellation Agreement