Letter Agreement Regarding [***] Between Brickell Biotech, Inc. and Kaken Pharmaceutical Co., Ltd. (September 3, 2020)

Summary

Brickell Biotech, Inc. and Kaken Pharmaceutical Co., Ltd. entered into this letter agreement to clarify and confirm their mutual understanding regarding certain rights and obligations related to the [***], as referenced in their existing License, Development and Commercialization Agreement (LDCA) dated March 31, 2015. The agreement outlines how each party will handle specific responsibilities and costs related to the [***] in their respective territories, and requires both parties to communicate and cooperate on related actions. Except as amended by this letter, the original LDCA remains in effect.

EX-10.6 5 a202010s1exhibit106.htm EX-10.6 Document

Exhibit 10.6

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 DISCLOSED

September 3, 2020

Mr. Andy Sklawer

Co-founder and COO

Brickell Biotech, Inc.

5777 Central Ave, Ste 102

Boulder, Colorado USA 80301

RE: Letter Agreement Concerning [***]

(“[***] Letter Agreement”)

Dear Andy,

As you know, Brickell Biotech, Inc. (“Brickell”) and Kaken Pharmaceutical Co., Ltd. (“Kaken”) exchanged numerous emails and had a series of discussions concerning the [***] (as such term is defined in Schedule A attached hereto).

The purpose of this [***] Letter Agreement is to document the agreement reached by Brickell and Kaken through the exchange of emails and discussions regarding the [***] and certain related matters so as to avoid any misunderstanding between Brickell and Kaken. Accordingly, Brickell and Kaken hereby confirm and set forth their agreement regarding the [***] and certain related matters as follows:

1.The [***] shall be “[***]” for purposes of the License, Development and Commercialization Agreement entered into between Brickell and Kaken as of March 31, 2015, as amended (“LDCA”) and specifically pursuant to Section [***] of the LDCA, subject to the terms set forth in this [***] Letter Agreement.

2.Notwithstanding Section [***] of the LDCA:

a.Kaken [***], including [***] in [***] of the Kaken Territory (as such term is defined in the LDCA): [***] and [***] for the following countries of the Kaken Territory: [***], with all such [***] listing Kaken as [***], at Kaken’s [***] cost and expense; and

b.Brickell [***], including [***] outside the Kaken Territory, with the [***] Brickell as [***], at Brickell’s [***] cost and expense.

3.No later than [***] prior to [***] for the [***], Kaken and Brickell shall inform each other [***] and [***] that they will [***] for the [***] in accordance with Paragraph 2(a) and Paragraph 2(b) of this [***] Letter Agreement.

4.Promptly after the date of this [***] Letter Agreement, Brickell and

Kaken will discuss in good faith the [***], obtaining necessary [***] to ensure that each of Brickell and Kaken have the rights to the [***] as set forth herein.

5.Except as expressly amended by this [***] Letter Agreement, the LDCA will remain in full force and effect.

Please kindly signify Brickell’s agreement to the foregoing terms by signing below where indicated and return a signed copy of this Letter Agreement to my attention.

Sincerely yours,

/s/ [***]

[***]

Kaken Pharmaceutical Co., Ltd.

Agreed this 3rd day of September, 2020.

/s/ Andy Sklawer

Name: Andy Sklawer

Title: Co-founder and COO

Brickell Biotech, Inc.

SCHEDULE A

[***]

[***]

[***]

[***]

and [***] (“[***]”).