Shares of Common Stock (or Pre-Funded Warrants to Purchase Shares of Common Stock in Lieu Thereof) Warrants to Purchase _________ Shares of Common Stock BRICKELL BIOTECH, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 8th, 2020 • Brickell Biotech, Inc. • Biological products, (no disgnostic substances) • New York
Brickell Biotech, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Oppenheimer & Co. Inc., as representative (the “Representative”) of the several underwriters named in Schedule I hereto (each, an “Underwriter” and collectively, the “Underwriters”), (i) an aggregate of ___________ authorized but unissued shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”) or pre-funded warrants (the “Pre-Funded Warrants”) to purchase Common Stock in lieu thereof at an exercise price of $0.001 per share (the “Pre-Funded Warrant Shares”), and (ii) warrants (the “Warrants”) to purchase up to an aggregate of ___________ shares of Common Stock (the “Warrant Shares”). The Shares, Warrants, the Pre-Funded Warrants, the Warrant Shares and the Pre-Funded Warrant Shares are collectively referred to as the “Securities.”
FORM OF WARRANT BRICKELL BIOTECH, INC. PRE-FUNDED WARRANT TO PURCHASE COMMON STOCKBrickell Biotech, Inc. • June 8th, 2020 • Biological products, (no disgnostic substances) • New York
Brickell Biotech, Inc., a company organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [___] (the “Initial Exercisability Date”), until exercised in full (the “Termination Date”), ______________ (_____________) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Pre-Funded Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This War
CONSULTING AGREEMENTConsulting Agreement • June 8th, 2020 • Brickell Biotech, Inc. • Biological products, (no disgnostic substances) • Colorado
THIS CONSULTING AGREEMENT (this “Agreement”) is made effective as of December 18, 2017 (the “Effective Date”), by and between BRICKELL BIOTECH, INC., a Delaware corporation (“Corporation”), with its principal place of business at 5777 Central Avenue, Suite 102, Boulder, Colorado 80301 (“Headquarters”) and MICHAEL CARRUTHERS, a South Dakota resident (“Consultant”), with an address of [***] (“Home Office”). Corporation and Consultant are hereunder also referred to collectively as the “Parties” and individually as a “Party.”
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSEDBrickell Biotech, Inc. • June 8th, 2020 • Biological products, (no disgnostic substances)
As you know, Brickell Biotech, Inc. (“Brickell") ordered and Kaken Pharmaceutical Co., Ltd. (“Kaken”) manufactured for and delivered to Brickell [***] of API pursuant to the Clinical Supply Agreement entered into between Brickell and Kaken dated as of July 30, 2019 (“CSA”). However, Brickell has not yet paid Kaken for this API and, as of March 31, 2020 , Brickell owes Kaken a total of [***], consisting of [***] as the Price (as defined in the CSA) for the API, [***] as interest on the overdue payment of the Price for such API calculated at an annual rate of [***] in accordance with the CSA and [***] as storage charges for such API. Interest on all amounts due is continuing to accrue in accordance with the CSA and will continue to accrue in accordance with the CSA at an appropriately proportionate amount based on the Price for the API that remains unpaid and storage charges are continuing to accrue at the rate of [***] and will continue to accrue until Brickell takes delivery of all of
CLINICAL SUPPLY AGREEMENT Dated as of July 30, 2019 By and Between Brickell Biotech, Inc. and Kaken Pharmaceutical Co., Ltd.Clinical Supply Agreement • June 8th, 2020 • Brickell Biotech, Inc. • Biological products, (no disgnostic substances) • New York
THIS CLINICAL SUPPLY AGREEMENT is made as of July 30, 2019 (the “Effective Date”) by and between Kaken Pharmaceutical Co. Ltd., a company legally organized and existing under the laws of Japan (“Kaken”), and Brickell Biotech, Inc., a Delaware corporation (“Brickell”). Kaken and Brickell may be referred to herein as a “Party” or, collectively, as “Parties.”
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSEDCommercialization Agreement • June 8th, 2020 • Brickell Biotech, Inc. • Biological products, (no disgnostic substances)
