Item 1.01. Entry into Material Definitive Agreement.
Exclusive License Agreement
On February 2, 2022 (the "Effective Date"), Brickell Biotech, Inc. (the
"Company") entered into an Exclusive License Agreement (the "License Agreement")
with Carna Biosciences, Inc. ("Carna"), pursuant to which the Company acquired
exclusive, worldwide rights to research, develop and commercialize Carna's
portfolio of novel Stimulator of Interferon Genes ("STING") antagonists. In
accordance with the terms of the License Agreement, in exchange for the license
rights, the Company will make a one-time payment of $2.0 million in cash to
Carna.
In addition, the License Agreement provides that the Company will make
success-based payments to Carna of up to $258.0 million in the aggregate
contingent upon achievement of specified development, regulatory and commercial
milestones. Further, the License Agreement provides that the Company will pay
Carna tiered royalty payments ranging from mid-single digits up to 10% of net
sales of products arising from the STING antagonists. All of the contingent
payments and royalties are payable in cash.
Under the terms of the License Agreement, the Company will be responsible for,
and bear the future costs of, worldwide development and commercialization of all
the licensed compounds.
The foregoing summary of the License Agreement is qualified in its entirety by
the full text of the License Agreement, a copy of which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information contained above in Item 1.01 is hereby incorporated by reference
into this Item 2.01.
Item 7.01. Regulation FD.
On February 2, 2022, the Company issued a press release announcing the
aforementioned transactions with Carna. A copy of the press release is attached
hereto as Exhibit 99.1.
The information in this Item 7.01 is being furnished and shall not be deemed
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the Securities Act,
regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1*              Exclusive License Agreement, dated as of February 2, 2022, by and between
                 Carna Biosciences, Inc. and Brickell Biotech, Inc.

99.1               Press release issued by Brickell Biotech, Inc. on February 2, 2022

104              Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Certain confidential information contained in this agreement has been omitted because it is both not material and is the type that the registrant treats as private or confidential.

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