EX-10.5



 Exhibit 10.5 

CERULEAN PHARMA INC. 

INCENTIVE STOCK OPTION AGREEMENT 

GRANTED UNDER 2014 STOCK INCENTIVE PLAN 

 

	1.	Grant of Option. 

 This agreement evidences the grant by Cerulean Pharma Inc., a Delaware
corporation (the “Company”), on             , 20    (the “Grant Date”) to
                    (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the
Company’s 2014 Stock Incentive Plan (the “Plan”), a total of             shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company
(“Common Stock”) at a price of $            per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on
                    (the “Final Exercise Date”). 

It is intended that the option evidenced by this agreement shall be an incentive stock option as defined in Section 422 of the Internal
Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who
acquires the right to exercise this option validly under its terms. 
  

	2.	Vesting Schedule. 

 This option will become exercisable (“vest”) as follows:
            . 
 The right of exercise shall be cumulative so that to the extent
the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination
of this option under Section 3 hereof or the Plan. 
  

	3.	Exercise of Option. 

 (a) Form of Exercise. Each election to exercise this option
shall be in writing in the Form of Notice of Stock Option Exercise attached hereto, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, or by such other method as shall be approved by the
Company, in any case together with payment in full in the manner provided in the Plan. The Participant may exercise this option for less than the number of shares covered hereby, provided that no partial exercise of this option may be for any
fractional share. 
 (b) Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this
option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee or officer or director of, or consultant or advisor (as such terms are defined and
interpreted for purposes of Form S-8 under the Securities Act of 1933, as amended) to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an “Eligible Participant”). 







 (c) Termination of Relationship with the Company. If the Participant ceases to be an
Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date),
provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise
Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate
immediately upon written notice to the Participant from the Company describing such violation. 
 (d) Exercise Period Upon Death or
Disability. If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship
for “cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an
authorized transferee), provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall
not be exercisable after the Final Exercise Date. 
 (e) Termination for Cause. If, prior to the Final Exercise Date, the
Participant’s employment is terminated by the Company for Cause (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such termination of employment. If, prior to the Final Exercise Date,
the Participant is given notice by the Company of the termination of his or her employment by the Company for Cause, and the effective date of such employment termination is subsequent to the date of delivery of such notice, the right to exercise
this option shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant’s employment shall not be terminated for Cause as provided in such
notice or (ii) the effective date of such termination of employment (in which case the right to exercise this option shall, pursuant to the preceding sentence, terminate upon the effective date of such termination of employment). If the
Participant is party to an employment or severance agreement with the Company that contains a definition of “cause” for termination of employment, “Cause” shall have the meaning ascribed to such term in such agreement. Otherwise,
“Cause” shall mean willful misconduct by the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any
employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant’s employment shall be
considered to have been terminated for Cause if the Company determines, within 30 days after the Participant’s resignation, that termination for Cause was warranted. 
  

	4.	Tax Matters. 

 (a) Withholding. No Shares will be issued pursuant to the exercise
of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option. 

  
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 (b) Disqualifying Disposition. If the Participant disposes of Shares acquired upon
exercise of this option within two years from the Grant Date or one year after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition. 

 

	5.	Transfer Restrictions. 

 This option may not be sold, assigned, transferred, pledged or
otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant. 

 

	6.	Provisions of the Plan. 

 This option is subject to the provisions of the Plan (including
the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option. 
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 IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal by
its duly authorized officer. This option shall take effect as a sealed instrument. 
  

			
	CERULEAN PHARMA INC.
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  




  
 [Signature Page to
Incentive Stock Option Agreement] 








 PARTICIPANT’S ACCEPTANCE 

The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges
receipt of a copy of the Company’s 2014 Stock Incentive Plan. 
  

			
	PARTICIPANT:
	
	  

		
	Address:	 	  

		
		 	  










 FORM OF NOTICE OF STOCK OPTION EXERCISE 

Date:
                     
 Cerulean Pharma Inc. 

840 Memorial Drive 
 Cambridge, MA 02139 

Attention: Treasurer 
 Dear Sir or Madam: 

I am the holder of an Incentive Stock Option granted to me under the Cerulean Pharma Inc. (the “Company”) 2014 Stock
Incentive Plan on                     for the purchase of             shares of common
stock, par value $0.0001 per share, of the Company (“Common Stock”) at a purchase price of $            per share. 

I hereby exercise my option with respect to             shares of Common Stock,
for which I have enclosed                     in the amount of             . Please
register my stock certificate as follows: 
  

					
		 	Name(s):	 	  

			
		 		 	  

			
		 	Address:	 	  

			
		 	Tax I.D. #:	 	  


  

			
	Very truly yours,
	
	  

	Name: