4,000,000 of Shares Sucampo Pharmaceuticals, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 30th, 2015 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The foregoing will not apply to the registration of the offer and sale of the Shares, and the sale of the Shares to the underwriters, in each case as contemplated by the Underwriting Agreement. In addition, the foregoing restrictions shall not apply to the transfer of Shares or Related Securities by gift, or by will or intestate succession to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member; provided, however, that in any such case, it shall be a condition to such transfer that:
Sucampo Pharmaceuticals, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of ______________ Debt SecuritiesIndenture • June 9th, 2017 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Indenture, dated as of ________, among Sucampo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [Trustee], as trustee (the “Trustee”):
SUCAMPO PHARMACEUTICALS, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 27, 2016 3.25% Convertible Senior Notes due 2021Indenture • December 27th, 2016 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of December 27, 2016 between SUCAMPO PHARMACEUTICALS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
SUCAMPO PHARMACEUTICALS INC. Up to $20,000,000 Shares of Class A Common Stock (par value $0.01 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • December 21st, 2012 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Sucampo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
SUCAMPO PHARMACEUTICALS, INC. and ________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF _____________Common Stock Warrant Agreement • June 9th, 2017 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Common Stock Warrant Agreement (this “Agreement”), dated as of between Sucampo Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
SUCAMPO PHARMACEUTICALS, INC. and ________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF ______________Warrant Agreement • June 9th, 2017 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Debt Securities Warrant Agreement (this “Agreement”), dated as of between Sucampo Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
sucampo pharmaceuticals, INC. and ________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF ___________Preferred Stock Warrant Agreement • June 9th, 2017 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Preferred Stock Warrant Agreement (this “Agreement”), dated as of between Sucampo Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
AGREEMENT AND PLAN OF MERGER among: SUCAMPO PHARMACEUTICALS, INC., a Delaware corporation; MALLINCKRODT PLC, an Irish public limited company; and SUN ACQUISITION CO., a Delaware corporation Dated as of December 23, 2017Agreement and Plan of Merger • December 26th, 2017 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of December 23, 2017, by and among: Mallinckrodt plc, an Irish public limited company (“Parent”); Sun Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Sucampo Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 16th, 2018 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • Maryland
This Executive Employment Agreement (the “Agreement”) is made by and between Sucampo Pharmaceuticals, Inc., its parent, subsidiary, predecessor and affiliated corporations (collectively “Sucampo”), and Jason Meyenburg (“Executive”), and amends, restates and supersedes in its entirety that certain employment letter agreement, dated December 3, 2016, between Executive and Vtesse Inc., now a wholly-owned subsidiary of Sucampo (the “Prior Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2015 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of October 21, 2014, is hereby entered into in the State of Maryland by and between SUCAMPO PHARMA AMERICAS, LLC., a Delaware limited liability company (the "Company"), and Peter Kiener ("Executive").
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 9th, 2016 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of July [___], 2016 by and between Sucampo Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and [___________](“Indemnitee”):
AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • June 25th, 2007 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS AMENDED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of May12, 2007 (the “Execution Date”), is hereby entered into in the State of Maryland by and between SUCAMPO PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and Mariam Morris (“Executive”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • February 1st, 2007 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is made as of October 29, 2004, by and between Sucampo Pharmaceuticals, Inc., a corporation organized under the laws of Delaware, having its principal place of business at 4733 Bethesda Avenue, Suite 450, Bethesda, Maryland 20814 USA (“SPI”), and Takeda Pharmaceutical Company Limited, a corporation organized under the laws of Japan, having its principal place of business at 1-1 Doshomachi 4-chome, Chuo-ku, Osaka 540-8645, Japan (“Takeda”). SPI and Takeda are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SUPPLY AND PURCHASE AGREEMENTSupply and Purchase Agreement • February 1st, 2007 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS SUPPLY AND PURCHASE AGREEMENT is made as of January 25, 2006, by and among Sucampo Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at 4733 Bethesda Avenue, Suite 450, Bethesda, Maryland 20814 USA (“SPI”), Takeda Pharmaceutical Company Limited, a corporation organized under the laws of Japan having its principal place of business at 1-1, Doshomachi 4-chome, Chuo-ku, Osaka 540-8645, JAPAN (“Takeda”) and R-Tech Ueno, Ltd., a corporation organized under the laws of Japan having its principal place of business at 10F, Yamato Life Insurance Bldg., 1-1-7 Uchisaiwaicho, Chiyoda-ku, Tokyo 100-0011, JAPAN (“RTU”) (this “Agreement”). SPI, Takeda and RTU are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SUCAMPO PHARMACEUTICALS, INC. Restricted Stock Agreement Granted Under 2006 Stock Incentive PlanRestricted Stock Agreement • October 20th, 2006 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT made this day of , 200 , between Sucampo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (the “Participant”).
OFFICE LEASE AGREEMENT By and Between FOUR IRVINGTON CENTRE ASSOCIATES, LLC ("Landlord") and SUCAMPO PHARMACEUTICALS, INC. ("Tenant")Office Lease Agreement • August 5th, 2015 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS OFFICE LEASE AGREEMENT (this "Lease") is made as of the ____ day of _________, 2015 (the "Effective Date"), by and between FOUR IRVINGTON CENTRE ASSOCIATES, LLC, a Maryland limited liability company ("Landlord"), and SUCAMPO PHARMACEUTICALS, INC., a Delaware corporation ("Tenant"), who agree as follows:
SUCAMPO PHARMACEUTICALS, INC. AND as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of February 13, 2018First Supplemental Indenture • February 13th, 2018 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of February 13, 2018 (this “Supplemental Indenture”), among Sucampo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), as issuer, and U.S. Bank National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”), to the Indenture, dated as of December 27, 2016 (as supplemented or otherwise modified prior to the date hereof, the “Indenture”), between the Company and the Trustee.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 5th, 2016 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 9, 2016 by and between Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Sucampo AG, a Swiss corporation, and a wholly owned subsidiary of Sucampo Pharmaceuticals, Inc., a Delaware corporation (together, the “Purchaser”).
MANUFACTURING AND SUPPLY AGREEMENT BY AND BETWEEN SUCAMPO AG AND PAR PHARMACEUTICAL, INC. DATED AS OF FEBRUARY 5, 2015Manufacturing and Supply Agreement • March 9th, 2015 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Manufacturing and Supply Agreement (this “Agreement”) is hereby entered into and effective as of February 5, 2015 (the “Effective Date”) by and between Sucampo AG (“Sucampo”) and Par Pharmaceutical, Inc. (“Par”). Each of Sucampo and Par are referred hereto as the “Parties” or, individually, as a “Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2006 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June 16, 2006 (the “Effective Date”), is hereby entered into in the State of Maryland by and between SUCAMPO PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and SACHIKO KUNO, Ph.D. (“Executive”).
SEPARATION AGREEMENT AND RELEASESSeparation Agreement and Releases • August 2nd, 2017 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations
This Separation Agreement and Releases ("Separation Agreement") is made and entered into as of June 6, 2017, by and between Matthias Alder (hereinafter "Executive") and Sucampo Pharmaceuticals, Inc. ("SPI"), a corporation organized under the laws of the State of Delaware, and its affiliates (hereinafter collectively referred to as the "Company").
SETTLEMENT AND LICENSE AGREEMENTSettlement and License Agreement • November 7th, 2014 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This SETTLEMENT AND LICENSE AGREEMENT (this “Agreement”) is made and effective as of September ___, 2014 (the “Effective Date”), by and between, on the one hand, Sucampo AG and Sucampo Pharmaceuticals, Inc. (collectively, “Sucampo”), R-Tech Ueno, Ltd. (“RTU”), Takeda Pharmaceutical Company Limited and Takeda Pharmaceuticals USA, Inc. and Takeda Pharmaceuticals America, Inc. (collectively, “Takeda”), and on the other hand, Anchen Pharmaceuticals, Inc., Par Pharmaceutical, Inc., Par Pharmaceutical Companies, Inc. (collectively, “Par”). Sucampo, RTU, Takeda, and Par are collectively referred to as the “Parties,” and each separately as a “Party.”
Ground Lease AgreementGround Lease Agreement • March 11th, 2016 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations
UENO FINE CHEMICALS INDUSTRY LTD. (hereinafter, “Party A”), and R-Tech Ueno, Ltd. (hereinafter, “Party B”) form the following agreement regarding the ground lease of the land owned by Party A which is described at the end of the document (hereinafter, “This Land”).
Ryuji Ueno, MD, Ph.D., Ph.D.Letter Agreement • March 12th, 2014 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • Maryland
This letter agreement (this “Agreement”) sets forth the terms and conditions whereby you agree to provide certain services (as described below) to Sucampo AG, with offices located at Baarerstrasse 22, 6300 Zug, Switzerland (the “SAG” or “Company”).
Ms. Kei Tolliver, VP, Business Development & Company Operation 4520 East West Highway, 3rd Floor Bethesda, Maryland 20814 Re: Amendment to Employment Agreement Dear Ms. Tolliver:Sucampo Pharmaceuticals, Inc. • December 14th, 2007 • Pharmaceutical preparations
This letter will reflect the agreement between you and Sucampo Pharmaceuticals, Inc. (the “Company”) upon certain amendments to the terms of the Employment Agreement between you and the Company dated June 16, 2006.
SETTLEMENT AND MUTUAL RELEASE AGREEMENTSettlement and Mutual Release Agreement • November 9th, 2011 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS SETTLEMENT AND MUTUAL RELEASE AGREEMENT (this “Release”) is made and entered into as of October __, 2011, by and among (i) Sucampo Pharmaceuticals, Inc. (“Sucampo”), a Delaware corporation, and (ii) Covance Inc. (“Covance”), a Delaware corporation. The parties referred to in clauses (1)(a) and (1)(b) are referred to collectively in this Release as the “Parties.” This Release shall be effective as of October __, 2011 (the “Effective Date”).
= Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of The Securities Exchange Act of 1934, as amended. Unoprostone Exclusive Manufacturing and...Supply Agreement • May 11th, 2009 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS UNOPROSTONE EXCLUSIVE MANUFACTURING AND SUPPY AGREEMENT (“Agreement”) is made this 23 day of April, 2009 (the “Effective Date”), by and among Sucampo Pharma Americas, Inc., (“SPA”) a corporation organized and existing under the laws of the State of Delaware, U.S.A., (and a wholly-owned subsidiary of Sucampo Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware, U.S.A.), and having its principal office at 4520 East West Highway, Third Floor, Bethesda, Maryland 20814, and R Tech Ueno, Ltd., (“RTU”) a corporation organized and existing under the laws of Japan and having its registered office at Uchisaiwai-cho 1-1-7, Chiyoda-ku, Tokyo, Japan, 100-0011 (each referred to herein as a “Party” and collectively as the “Parties”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. SUPPLY AGREEMENTSupply Agreement • June 19th, 2006 • Sucampo Pharmaceuticals, Inc. • New York
THIS SUPPLY AGREEMENT is made as of October 29, 2004, by and among Sucampo Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at 4733 Bethesda Avenue, Suite 450, Bethesda, Maryland 20814 USA (“SPI”), Takeda Pharmaceutical Company Limited, a corporation organized under the laws of Japan having its principal place of business at 1-1, Doshomachi 4-chome, Chuo-ku, Osaka 540-8645, JAPAN (“Takeda”) and R-Tech Ueno, Ltd., a corporation organized under the laws of Japan having its principal place of business at 10F, Yamato Life Insurance Bldg., 1-1-7 Uchisaiwaicho, Chiyoda-ku, Tokyo 100-0011, JAPAN (“RTU”) (this “Agreement”). SPI, Takeda and RTU are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
DEED OF LEASE BY AND BETWEEN EW BETHESDA OFFICE INVESTORS, LLC, a Delaware limited liability company AS LANDLORD AND SUCAMPO PHARMACEUTICAL, INC., a Delaware corporation AS TENANT DATED DECEMBER 18, 2006Deed of Lease • March 27th, 2008 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS DEED OF LEASE AGREEMENT is made and entered into by and between Landlord and Tenant on the Lease Date. The defined terms used in this Lease which are defined in the Basic Lease Information attached to this Deed of Lease (“Basic Lease Information”) shall have the meaning and definition given them in the Basic Lease Information. The Basic Lease Information, the exhibits, the addendum or addenda described in the Basic Lease Information, and this Deed of Lease are and shall be construed as a single instrument and are referred to herein as the “Lease”.
FIRST AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • November 4th, 2015 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • Maryland
THIS FIRST AMENDMENT TO OFFICE LEASE AGREEMENT (this “First Amendment”) is made this 14 day of September 2015 (the “Effective Date”), by and between FOUR IRVINGTON CENTRE ASSOCIATES, LLC, a Maryland limited liability company (“Landlord”), and SUCAMPO PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
SEPARATION AGREEMENT AND RELEASESSeparation Agreement and Releases • May 5th, 2016 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations
This Separation Agreement and Releases (“Separation Agreement”) is made and entered into as of the 29th day of February, 2016, by and between Stanley Miele (hereinafter “Executive”) and Sucampo Pharmaceuticals, Inc. (“SPI”), a corporation organized under the laws of the State of Delaware, and its affiliates (hereinafter collectively referred to as the “Company”).
SUBLEASE AGREEMENTSublease Agreement • June 19th, 2006 • Sucampo Pharmaceuticals, Inc. • Maryland
THIS SUBLEASE AGREEMENT (“Sublease”) is made this 26th day of October, 2005, by and between First Potomac Realty Investment L.P., a Delaware limited partnership (“Sublessor”) and Sucampo Pharmaceuticals, Inc., a Delaware corporation (“Sublessee”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • February 2nd, 2011 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • Maryland
This Separation Agreement and Release (“Agreement”) dated January 12, 2011 is made by and between Jan Smilek and Sucampo Pharmaceuticals, Inc., a corporation duly incorporated under Delaware law, and its subsidiaries and affiliates (collectively referred to as the “Company”).
Registration Rights AgreementRegistration Rights Agreement • January 16th, 2015 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 15, 2015, by and among Sucampo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the undersigned (the “Holders”, each a “Holder”, and together with the Company, the “Parties”).
Gayle Robert Dolecek, PD, MPH 10280 Shaker Drive Columbia, Maryland 21046-1354Letter Agreement • May 31st, 2013 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • Maryland
This letter agreement (this “Agreement”) sets forth the terms and conditions whereby you agree to provide certain services (as described below) to Sucampo Pharmaceuticals, Inc. and its subsidiaries, with offices located at 4520 East-West Highway, Third Floor, Bethesda, Maryland 20814, (“SPI” or “Company”).
