Item 1.01. Entry into Material Definitive Agreement. Exclusive License Agreement OnFebruary 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 theSTING 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. OnFebruary 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 ofFebruary 2, 2022 , by and between Carna Biosciences, Inc. andBrickell Biotech, Inc. 99.1 Press release issued byBrickell Biotech, Inc. onFebruary 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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