exhibit1010c






                                                                  Exhibit 10.10(c)                AMENDMENT NO. 1 TO ASSIGNMENT AGREEMENT   This Amendment No. 1 to Assignment Agreement (this “Amendment No. 1”) is entered into as   of December 4, 2019 (the “Effective Date”) between Daré Bioscience, Inc., (“Daré”), and  Hammock Pharmaceuticals, Inc., (“Hammock”).  WHEREAS, Daré and Hammock are parties to that Assignment Agreement entered into as of  December 5, 2018 (the “Agreement”).   WHEREAS, Daré and Hammock desire to amend the Agreement as stated herein.   NOW, THEREFORE, the parties hereto hereby agree as follows:   1.    Amendment to the Agreement. As of the Effective Date, Section 3.2 of the Agreement is  deleted in its entirety and replaced with the following:          “Deferred Fee.  On or before December 6, 2019, Daré shall pay Hammock in cash One         Hundred Twenty Five Thousand Dollars ($125,000).  Within two business days after        January 31, 2020, (such date, the “Deferred Payment Date”), Daré shall pay Hammock        One Hundred Twenty Five Thousand Dollars ($125,000) (the “Deferred Fee”) plus an        additional payment, in cash, of $12,500.  The Deferred Fee may be paid either (a) in cash        or (b) if Daré is then a publicly traded company, by delivery of freely transferrable shares        of common stock of Daré (the “Shares”), with such choice being made in the sole discretion        of Daré.  In the event that Daré elects to pay the Deferred Fee in Shares, the number of        Shares shall be determined by dividing $125,000 by the volume weighted average of the        sale price for Daré common stock on its primary trading exchange during the ten trading         day period immediately preceding the Deferred Payment Date; provided, however, that if         the number of shares issued to Hammock would require stockholder approval under         Nasdaq Rule 5635 (or any successor rule), then Daré may elect to deliver to Hammock that         number of shares of common stock as will not require stockholder approval and, for the         remainder, pay the cash value thereof based on the volume weight average sale price         referred to above.”      2.    Miscellaneous. Except as specifically provided in this Amendment No. 1, no other        amendments, revisions or changes are made to the Agreement. All other terms and        conditions of the Agreement remain in full force and effect, except that Section 6.5 of the        Agreement shall be deemed to incorporate this Amendment and Section 6.8 of the        Agreement shall not apply to this Amendment.  This Amendment No. 1 may be executed        in counterparts, each of which shall be deemed to be an original and all of which together        shall be deemed to be one and the same instrument. Delivery of an executed counterpart        of a signature page to this Amendment by facsimile or in electronic format (e.g., “pdf”)        or by other electronic means shall be effective as delivery of a manually executed        counterpart of this Amendment No. 1.  This Amendment may not be assigned by any        party separate and apart from the Agreement, but otherwise shall be binding and        assignable as provided in the Agreement.                                [Signature page follows]      ACTIVE/101640027.2  





 






IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of the date first  written above.                                         COMPANY:                                                                                  Daré Bioscience, Inc.                                                                              By: /s/ SABRINA MARTUCCI JOHNSON                                          Name:  Sabrina Martucci Johnson                                   Title: President and CEO                                         December 18, 2019                                                                                    Hammock:                                                                                  Hammock Pharmaceuticals, Inc.                                                                                                                       By: /s/ WILLIAM R. MAICHLE                                                Name:  William R. Maichle                                   Title: President and CEO       ACTIVE/101640027.2