Common use of Selection, Payment, Discharge, of Independent Counsel Clause in Contracts

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, the Independent Counsel shall be selected, paid, and discharged in the following manner: (i) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (ii) If a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event clause (i) of this Section 8(c) shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iii) Following the initial selection described in clauses (i) and (ii) of this Section 8(c), Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection has been received, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1(d) hereof, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (iv) Either the Company or Indemnitee may petition a court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 days after receipt by the Company of a written request for indemnification pursuant to Section 8(a) hereof. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b) hereof. (v) The Company shall pay any and all reasonable fees of Independent Counsel, and the reasonable expenses incurred by such Independent Counsel, in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointed. (vi) Upon due commencement of any judicial proceeding pursuant to Section 11(b) hereof, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b7(b) hereofof this Agreement, the Independent Counsel shall be selected, paid, paid and discharged in the following manner: (i1) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (ii2) If a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (i1) of this Section 8(c7(c) shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iii3) Following the initial selection described in clauses (i1) and (ii2) of this Section 8(c7(c), Indemnitee or the Company, as the case may be, may, within ten (10) seven days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1(d) hereofthis Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (iv4) Either the Company or Indemnitee may petition a any court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a7(a) hereofof this Agreement. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b7(b) hereofof this Agreement. (v5) The Company shall pay any and all reasonable fees and expenses of Independent Counsel, and the reasonable expenses Counsel incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c7(c), regardless of the manner in which such Independent Counsel was selected or appointed. (vi6) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(b9(c) hereofof this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof6.02 of this Agreement, the Independent Counsel shall be selected, paid, and discharged in the following manner: (ia) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (iib) If a Change of Control has occurred, the Independent Counsel shall be selected the by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (ia) of this Section 8(c) section shall apply)) and approved by the Board, and Indemnitee which approval shall give written notice to the Company advising it of the identity of the Independent Counsel so selectednot be unreasonably withheld, conditioned or delayed. (iiic) Following the initial selection described in clauses (ia) and (iib) of this Section 8(c)6.03, Indemnitee or the Company, as the case may be, may, within ten seven (107) days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements requirement of “Independent Counsel” as defined in Section 1(d) hereof1.10 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (ivd) Either the Company or Indemnitee may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 (30) days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof6.01 of this Agreement. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b) hereof6.02 of this Agreement. (ve) The Company shall pay any and all reasonable fees and expenses of Independent Counsel, and the reasonable expenses Counsel incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c)6.03, regardless of the manner in which such Independent Counsel was selected or appointed. (vif) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(b8.01(c) hereofof this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof6.02 of this Agreement, the Independent Counsel shall be selected, paid, and discharged in the following manner: (ia) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (iib) If a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (ia) of this Section 8(c) section shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iiic) Following the initial selection described in clauses (ia) and (iib) of this Section 8(c)6.03, Indemnitee or the Company, as the case may be, may, within ten seven (107) days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1(d) hereof1.09 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (ivd) Either the Company or Indemnitee may petition a court of competent jurisdiction Court if the parties have been unable to agree on the selection of Independent Counsel within 20 thirty (30) days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof6.01 of this Agreement. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b) hereof6.02 of this Agreement. (ve) The Company shall pay any and all reasonable fees and expenses of Independent Counsel, and the reasonable expenses Counsel incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c)6.03, regardless of the manner in which such Independent Counsel was selected or appointed. (vif) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(b8.01(c) hereofof this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b6(b) hereofof this Agreement, the Independent Counsel shall be selected, paid, and discharged in the following manner: : (i1) If if a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. , or (ii2) If if a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (i1) of this Section 8(c6(c) shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iii) . Following the initial selection of Independent Counsel described in clauses (i1) and (ii2) of this Section 8(c6(c), Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1(d) hereof13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is mademade and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. (iv) . Either the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court (as defined in Section 20) if the parties have been unable to agree on the selection of Independent Counsel within 20 days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a6(a) hereofof this Agreement. Such petition may request a determination whether an objection to the party’s selection of Independent Counsel is without merit and/or seek the appointment as Independent Counsel of a person selected by the court Delaware Court or by such other person as the court Delaware Court shall designate. A person so appointed shall act as Independent Counsel under this Section 8(b) hereof. (v) 6. The Company shall pay any and all reasonable fees and expenses of Independent Counsel, and the reasonable expenses Counsel incurred by such Independent Counsel, Counsel in connection with acting pursuant to this AgreementSection 6 hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c)6(c) hereof, regardless of the manner in which such Independent Counsel was selected or appointed. (vi) Upon due commencement of any judicial proceeding pursuant . If it is determined that Indemnitee is entitled to indemnification under this Section 11(b) hereof6, the Independent Counsel payment shall be discharged and relieved of any further responsibility in such capacity made within ten (subject to the applicable standards of professional conduct then prevailing)10) days.

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof6.2 of this Agreement, the Independent Counsel shall be selected, paid, and discharged in the following manner: (ia) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (iib) If a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (ia) of this Section 8(c) section shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iiic) Following the initial selection described in clauses (ia) and (iib) of this Section 8(c)6.3, Indemnitee or the Company, as the case may be, may, within ten (10) 7 days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1(d) hereof1.9 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (ivd) Either the Company or Indemnitee may petition a the District Court of the State of Minnesota or other court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof6.1 of this Agreement. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b) hereof6.2 of this Agreement. (ve) The Company shall pay any and all reasonable fees and expenses of Independent Counsel, and the reasonable expenses Counsel incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c)6.3, regardless of the manner in which such Independent Counsel was selected or appointed. (vif) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(b8.1(c) hereofof this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b6(b) hereofof this Agreement, the Independent Counsel shall be selected, paid, paid and discharged in the following manner: (i1) If a Change of Control has not occurred, the The Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (ii) If a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event clause (i) of this Section 8(c) shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iii2) Following the initial selection described in clauses clause (i) and (ii1) of this Section 8(c6(c), Indemnitee or the Company, as the case may be, may, within ten (10) seven days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1(d) hereofthis Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (iv3) Either the Company or Indemnitee may petition a any court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a6(a) hereofof this Agreement. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b6(b) hereofof this Agreement. (v4) The Company shall pay any and all reasonable fees and expenses of Independent Counsel, and the reasonable expenses Counsel incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c6(c), regardless of the manner in which such Independent Counsel was selected or appointed. (vi5) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(b8(c) hereofof this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof6.02 of this Agreement, the Independent Counsel shall be selected, paid, and discharged in the following manner: (ia) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (iib) If a Change of Control has occurred, the Independent Counsel shall be selected by the Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (ia) of this Section 8(c) section shall apply)) and approved by the Board, and Indemnitee which approval shall give written notice to the Company advising it of the identity of the Independent Counsel so selectednot be unreasonably withheld, conditioned or delayed. (iiic) Following the initial selection described in clauses (ia) and (iib) of this Section 8(c)6.03, Indemnitee or the Company, as the case may be, may, within ten seven (107) days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1(d) hereof1.10 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (ivd) Either the Company or Indemnitee may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 (30) days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof6.01 of this Agreement. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b) hereof6.02 of this Agreement. (ve) The Company shall pay any and all reasonable fees and expenses of Independent Counsel, and the reasonable expenses Counsel incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c)6.03, regardless of the manner in which such Independent Counsel was selected or appointed. (vi) Upon due commencement of any judicial proceeding pursuant to Section 11(b) hereof, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof6.02 of this Agreement, the Independent Counsel shall be selected, paid, and discharged in the following manner: (ia) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (iib) If a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (ia) of this Section 8(c) section shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iiic) Following the initial selection described in clauses (ia) and (iib) of this Section 8(c)6.03, Indemnitee or the Company, as the case may be, may, within ten (10) 7 days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” independent Counsel as defined in Section 1(d) hereof1.09 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (ivd) Either the Company or Indemnitee may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof6.01 of this Agreement. Such petition may request a determination whether an objection to the party’s 's selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b) hereof6.02 of this Agreement. (ve) The Company shall pay any and all reasonable fees and expenses of Independent Counsel, and the reasonable expenses Counsel incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c)6.03, regardless of the manner in which such Independent Counsel was selected or appointed. (vif) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(b8.01 (C) hereof, the of this Agreement. Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, the Independent Counsel shall be selected, paid, and discharged in the following manner: (i) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (ii) If a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event clause (i) of this Section 8(c) shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iii) Following the initial selection described in clauses (i) and (ii) of this Section 8(c), Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection has been received, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1(d) hereof, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (iv) Either the Company or Indemnitee may petition a court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 twenty (20) days after receipt by the Company of a written request for indemnification pursuant to Section 8(a) hereof. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b) hereof. (v) The Company shall pay any and all reasonable fees of Independent Counsel, and the reasonable expenses incurred by such Independent Counsel, in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointed. (vi) Upon due commencement of any judicial proceeding pursuant to Section 11(b) hereof, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof6.02 of this Agreement, the Independent Counsel shall be selected, paid, and discharged in the following manner: (ia) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (iib) If a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (ia) of this Section 8(c) section shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iiic) Following the initial selection described in clauses (ia) and (iib) of this Section 8(c)6.03, Indemnitee or the Company, as the case may be, may, within ten (10) 7 days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” Counsel as defined in Section 1(d) hereof1.09 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (ivd) Either the Company or Indemnitee may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof6.01 of this Agreement. Such petition may request a determination whether an objection to the party’s 's selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b) hereof6.02 of this Agreement. (ve) The Company shall pay any and all reasonable fees and expenses of Independent Counsel, and the reasonable expenses Counsel incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c)6.03, regardless of the manner in which such Independent Counsel was selected or appointed. (vif) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(b8.01(c) hereofof this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof6.02 of this Agreement, the Independent Counsel shall be selected, paid, paid and discharged in the following manner: (ia) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. Such Independent Counsel shall be approved by Indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed. (iib) If a Change of Control has occurred, the Independent Counsel shall be selected the by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (ia) of this Section 8(c6.03(b) shall apply)) and approved by the Board, and Indemnitee which approval shall give written notice to the Company advising it of the identity of the Independent Counsel so selectednot be unreasonably withheld, conditioned or delayed. (iiic) Following the initial selection described in clauses (ia) and (iib) of this Section 8(c)6.03, Indemnitee or the Company, as the case may be, may, within ten seven (107) days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined criteria set forth in Section 1(d) hereof1.10 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (ivd) Either the Company or Indemnitee may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 thirty (30) days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof6.01 of this Agreement. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b) hereof6.02 of this Agreement. (ve) The Company shall pay any and all reasonable fees and Expenses of Independent Counsel, and the reasonable expenses Counsel incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses Expenses incident to the procedures of this Section 8(c)6.03, regardless of the manner in which such Independent Counsel was selected or appointed. (vi) Upon due commencement of any judicial proceeding pursuant to Section 11(b) hereof, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof6.02 of this Agreement, the Independent Counsel shall be selected, paid, and discharged in the following manner: (ia) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (iib) If a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (ia) of this Section 8(c) section shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iiic) Following the initial selection described in clauses (ia) and (iib) of this Section 8(c)6.03, Indemnitee or the Company, as the case may be, may, within ten (10) 7 days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1(d) hereof1.10 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (ivd) Either the Company or Indemnitee may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 30 days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof6.01 of this Agreement. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b) hereofthis Agreement. (ve) The Company shall pay any and all reasonable fees and expenses of Independent Counsel, and the reasonable expenses Counsel incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c)6.03, regardless of the manner in which such Independent Counsel was selected or appointedappointed irrespective of the determination as to Indemnitee’s entitlement to indemnification. (vif) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(b) hereof8.02 of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b7(b) hereofof this Agreement, the Independent Counsel shall be selected, paid, paid and discharged in the following manner: (i1) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (ii2) If a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (i1) of this Section 8(c7(c) shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iii3) Following the initial selection described in clauses (i1) and (ii2) of this Section 8(c7(c), Indemnitee or the Company, as the case may be, may, within ten (10) seven days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1(d) hereofthis Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (iv4) Either the Company or Indemnitee may petition a any court of competent jurisdiction if the parties have been unable to agree on the selection of Sucampo Pharmaceuticals, Inc. Director Indemnification Letter Independent Counsel within 20 days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a7(a) hereofof this Agreement. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b7(b) hereofof this Agreement. (v5) The Company shall pay any and all reasonable fees and expenses of Independent Counsel, and the reasonable expenses Counsel incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c7(c), regardless of the manner in which such Independent Counsel was selected or appointed. (vi6) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(b9(c) hereofof this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, the The Independent Counsel shall be selected, paid, paid and discharged in the following manner: (i1) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (ii) If a Change of Control has occurred, the The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (i2) of this Section 8(c6(b) shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iii2) If Indemnitee requests that such selection be made by the Board, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (3) Following the initial selection described in clauses (i1) and (ii2) of this Section 8(c6(b), Indemnitee or the Company, as the case may be, may, within ten (10) 15 days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of an “Independent Counsel” as defined in Section 1(d) hereofthis Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until (1) a court has determined that such objection is without merit, or (2) Indemnitee and the Company later agree in writing that such person may serve as Independent Counsel. (iv4) Either the Company or Indemnitee may petition a any court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 days after receipt submission by the Company Indemnitee of a written request for indemnification appointment of an Independent Counsel, pursuant to Section 8(a6(a) hereofof this Agreement. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b6(a) hereofof this Agreement. (v5) The Company shall pay any and all reasonable fees and expenses of Independent Counsel, and the reasonable expenses Counsel incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c6(b), regardless of the manner in which such Independent Counsel was selected or appointed. (vi) Upon due commencement of any judicial proceeding pursuant to Section 11(b) hereof, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, the The ----------------------------------------------------- Independent Counsel shall be selected, paid, paid and discharged in the following manner:. (i) If a Change of Control has not occurred, the Independent Counsel shall be selected by a majority vote of a quorum of Disinterested Directors of the Board of Directors, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (ii) If a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event clause (i) of this Section 8(c5(b) shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iii) Following the initial selection described in clauses (i) and (ii) of this Section 8(c5(b), Indemnitee or the Company, as the case may be, may, within ten fourteen (1014) calendar days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 1(d1(j) hereofof this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is mademade by the Board of Directors or Indemnitee, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (iv) Either merit or the Company or Indemnitee may petition a court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 days after receipt by the Company of a written request for indemnification pursuant to Section 8(a) hereof. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b) hereof. (v) The Company shall pay any and all reasonable fees of Independent Counsel, and the reasonable expenses incurred by such Independent Counsel, in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures Board of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointedDirectors otherwise agree. (vi) Upon due commencement of any judicial proceeding pursuant to Section 11(b) hereof, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, the The Independent Counsel shall be selected, paid, paid and discharged in the following manner: (i1) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (ii) If a Change of Control has occurred, the The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (i2) of this Section 8(c6(b) shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iii2) If Indemnitee requests that such selection be made by the Board, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (3) Following the initial selection described in clauses (i1) and (ii2) of this Section 8(c6(b), Indemnitee or the Company, as the case may be, may, within ten (10) 15 days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “an "Independent Counsel” " as defined in Section 1(d) hereofthis Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until (1) a court has determined that such objection is without meritmerit or (2) Indemnitee and the Company later agree in writing that such person may serve as Independent Counsel. (iv4) Either the Company or Indemnitee may petition a any court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 days after receipt submission by the Company Indemnitee of a written request for indemnification appointment of an Independent Counsel, pursuant to Section 8(a6 (a) hereofof this Agreement. Such petition may request a determination whether an objection to the party’s 's selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b6(a) hereofof this Agreement. (v5) The Company shall pay any and all reasonable fees and expenses of Independent Counsel, and the reasonable expenses Counsel incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c6(b), regardless of the manner in which such Independent Counsel was selected or appointed. (vi) Upon due commencement of any judicial proceeding pursuant to Section 11(b) hereof, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof6.02 of this Agreement, the Independent Counsel shall be selected, paid, and discharged in the following manner: (ia) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (iib) If a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (ia) of this Section 8(c) section shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iiic) Following the initial selection described in clauses (ia) and (iib) of this Section 8(c)6.03, Indemnitee or the Company, as the case may be, may, within ten (10) 7 days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” Counsel as defined in Section 1(d) hereof1.09 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (ivd) Either the Company or Indemnitee may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof6.01 of this Agreement. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b) hereof6.02 of this Agreement. (ve) The Company shall pay any and all reasonable fees and expenses of Independent Counsel, and the reasonable expenses Counsel incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c)6.03, regardless of the manner in which such Independent Counsel was selected or appointed. (vif) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(b8.01(c) hereofof this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof6.02 of this Agreement, the Independent Counsel shall be selected, paid, and discharged in the following manner: (ia) If a Change of Control has not occurred, the The Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (ii) If a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event clause (i) of this Section 8(c) shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iiib) Following the initial selection described in clauses clause (i) and (iia) of this Section 8(c)6.03, Indemnitee or the Company, as the case may be, may, within ten seven (107) days after such written notice of selection has been receivedgiven, deliver to the other party Company a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1(d) hereof1.09 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (ivc) Either the Company or Indemnitee may petition a court of competent jurisdiction Court if the parties have been unable to agree on the selection of Independent Counsel within 20 twenty (20) days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof6.01 of this Agreement. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b) hereof6.03 of this Agreement. (vd) The Company shall pay any and all reasonable fees of Independent Counsel, Counsel and the reasonable expenses incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c)6.03, regardless of the manner in which such Independent Counsel was selected or appointed. (vie) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(b) hereof8.02 of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof6.02 of this Agreement, the Independent Counsel shall be selected, paid, and discharged in the following manner: (ia) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (iib) If a Change of Control has occurred, the Independent Counsel shall be selected the by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (ia) of this Section 8(c) section shall apply)) and approved by the Board, and Indemnitee which approval shall give written notice to the Company advising it of the identity of the Independent Counsel so selectednot be unreasonably withheld, conditioned or delayed. (iiic) Following the initial selection described in clauses (ia) and (iib) of this Section 8(c)6.03, Indemnitee or the Company, as the case may be, may, within ten seven (107) days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1(d) hereof1.10 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (ivd) Either the Company or Indemnitee may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 (30) days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof6.01 of this Agreement. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b) hereof6.02 of this Agreement. (ve) The Company shall pay any and all reasonable fees and expenses of Independent Counsel, and the reasonable expenses Counsel incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c)6.03, regardless of the manner in which such Independent Counsel was selected or appointed. (vif) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(b8.01(c) hereofof this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b7(b) hereofof this Agreement, the Independent Counsel shall be selected, paid, paid and discharged in the following manner: (i1) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (ii2) If a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (i1) of this Section 8(c7(c) shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iii3) Following the initial selection described in clauses (i1) and (ii2) of this Section 8(c7(c), Indemnitee or the Company, as the case may be, may, within ten (10) seven days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1(d) hereofthis Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (iv4) Either the Company or Indemnitee may petition a any court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a7(a) hereofof this Agreement. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b7(b) hereofof this Agreement. (v5) The Company shall pay any and all reasonable fees and expenses of Independent Counsel, and the reasonable expenses Counsel incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c7(c), regardless of the manner in which such Independent Counsel was selected or appointed.. Sucampo Pharmaceuticals, Inc. 8 Director Indemnification Letter (vi6) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(b9(c) hereofof this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).. Sucampo Pharmaceuticals, Inc. 9 Director Indemnification Letter

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof6.2 of this Agreement, the Independent Counsel shall be selected, paid, and discharged in the following manner: (i) If a Change of Control has not occurred, the The Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (ii) If a Change of Control has occurred, Following the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such initial selection be made by the Board of Directors, described in which event clause (i) of this Section 8(c) shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iii) Following the initial selection described in clauses (i) and (ii) of this Section 8(c)6.3, Indemnitee or the Company, as the case may be, may, within ten seven (107) days after such written notice of selection has been receivedgiven, deliver to the other party Company a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1(d) hereof1.9 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court Court has determined that such objection is without merit. (iviii) Either the Company or Indemnitee may petition a court of competent jurisdiction Court if the parties have been unable to agree on the selection of Independent Counsel within 20 twenty (20) days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof6.1 of this Agreement. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b) hereof6.3 of this Agreement. (viv) The Company shall pay any and all reasonable fees of Independent Counsel, Counsel and the reasonable expenses incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c)6.3, regardless of the manner in which such Independent Counsel was selected or appointed. (viv) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(b) hereof8.2 of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof6.02 of this Agreement, the Independent Counsel shall be selected, paid, and discharged in the following manner: (ia) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (iib) If a Change of Control has occurred, the Independent Counsel shall be selected by the Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (ia) of this Section 8(c) section shall apply)) and approved by the Board, and Indemnitee which approval shall give written notice to the Company advising it of the identity of the Independent Counsel so selectednot be unreasonably withheld, conditioned or delayed. (iiic) Following the initial selection described in clauses (ia) and (iib) of this Section 8(c)6.03, Indemnitee or the Company, as the case may be, may, within ten seven (107) days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1(d) hereof1.10 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (ivd) Either the Company or Indemnitee may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 (30) days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof6.01 of this Agreement. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b) hereof6.02 of this Agreement. (ve) The Company shall pay any and all reasonable fees and expenses of Independent Counsel, and the reasonable expenses Counsel incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c)6.03, regardless of the manner in which such Independent Counsel was selected or appointed. (vi) Upon due commencement of any judicial proceeding pursuant to Section 11(b) hereof, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).. 24509257.1

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereofmade, the Independent Counsel shall be selected, paid, and discharged in the following manner: (ia) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (iib) If a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (ia) of this Section 8(c) section shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iiic) Following the initial selection described in clauses (ia) and (iib) of this Section 8(c)6.3, Indemnitee or the Company, as the case may be, may, within ten (10) 7 days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 1(d) hereof1.5 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (ivd) Either the Company or Indemnitee may petition a the District Court of the State of Minnesota or other court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof6.1 of this Agreement. Such petition may request a determination whether an objection to the party’s 's selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b) hereof6.2 of this Agreement. (ve) The Company shall pay any and all reasonable fees and expenses of Independent Counsel, and the reasonable expenses Counsel incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c)6.3, regardless of the manner in which such Independent Counsel was selected or appointed. (vif) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(b8.1(c) hereofof this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof6.2 of this Agreement, the Independent Counsel shall be selected, paid, paid and discharged in the following manner: (i) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (ii) If a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (i) of this Section 8(c) 6.3 shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iii) Following the initial selection described in clauses (i) and (ii) of this Section 8(c)6.3, Indemnitee or the Company, as the case may be, may, within ten (10) seven days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 1(d) hereofthis Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (iv) Either the Company or Indemnitee may petition a any court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof6.1 of this Agreement. Such petition may request a determination whether an objection to the party’s 's selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b) hereof6.2 of this Agreement. (v) The Company shall pay any and all reasonable fees and expenses of Independent Counsel, and the reasonable expenses Counsel incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c)6.3, regardless of the manner in which such Independent Counsel was selected or appointed. (vi) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(b) hereof8.3 of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b6(b) hereofof this Agreement, the Independent Counsel shall be selected, paid, and discharged in the following manner: : (i1) If if a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. , or (ii2) If if a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (i1) of this Section 8(c6(c) shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iii) . Following the initial selection of Independent Counsel described in clauses (i1) and (ii2) of this Section 8(c6(c), Indemnitee or the Company, as the case may be, may, within ten (10) 10 days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1(d) hereof13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is mademade and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. (iv) . Either the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court (as defined in Section 20) if the parties have been unable to agree on the selection of Independent Counsel within 20 days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a6(a) hereofof this Agreement. Such petition may request a determination whether an objection to the party’s selection of Independent Counsel is without merit and/or seek the appointment as Independent Counsel of a person selected by the court Delaware Court or by such other person as the court Delaware Court shall designate. A person so appointed shall act as Independent Counsel under this Section 8(b) hereof. (v) 6. The Company shall pay any and all reasonable fees and expenses of Independent Counsel, and the reasonable expenses Counsel incurred by such Independent Counsel, Counsel in connection with acting pursuant to this AgreementSection 6 hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c)6(c) hereof, regardless of the manner in which such Independent Counsel was selected or appointed. (vi) Upon due commencement of any judicial proceeding pursuant . If it is determined that Indemnitee is entitled to indemnification under this Section 11(b) hereof6, the Independent Counsel payment shall be discharged and relieved of any further responsibility in such capacity made within ten (subject to the applicable standards of professional conduct then prevailing).10) days. TC \l3 "

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof6.02 of this Agreement, the Independent Counsel shall be selected, paid, and discharged in the following manner: (ia) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (iib) If a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (ia) of this Section 8(c) section shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iiic) Following the initial selection described in clauses (ia) and (iib) of this Section 8(c)6.03, Indemnitee or the Company, as the case may be, may, within ten (10) 7 days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1(d) hereof1.10 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (ivd) Either the Company or Indemnitee may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof6.01 of this Agreement. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b) hereof6.02 of this Agreement. (ve) The Company shall pay any and all reasonable fees and expenses of Independent Counsel, and the reasonable expenses Counsel incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c)6.03, regardless of the manner in which such Independent Counsel was selected or appointed. (vif) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(b8.01(c) hereofof this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof6.02 of this Agreement, the Independent Counsel shall be selected, paid, and discharged in the following manner: (ia) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (iib) If a Change of Control has occurred, the Independent Counsel shall be selected the by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (ia) of this Section 8(c) 6.03 shall apply)) and approved by the Board, and Indemnitee which approval shall give written notice to the Company advising it of the identity of the Independent Counsel so selectednot be unreasonably withheld, conditioned or delayed. (iiic) Following the initial selection described in clauses (ia) and or (iib) of this Section 8(c)6.03, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” criteria as defined set forth in Section 1(d) hereof1.09 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (ivd) Either the Company or Indemnitee may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 twenty (20) days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof6.01 of this Agreement. Such petition may request a determination as to whether an objection to the party’s selection is without merit and/or to seek the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b) hereof6.02 of this Agreement. (ve) The Company shall pay any and all reasonable fees and expenses of Independent Counsel, and the reasonable expenses Counsel incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c)6.03, regardless of the manner in which such Independent Counsel was selected or appointed. (vif) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(b8.01(c) hereofof this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b7(b) hereofof this Agreement, the Independent Counsel shall be selected, paid, paid and discharged in the following manner: (i1) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (ii2) If a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (i1) of this Section 8(c7(c) shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iii3) Following the initial selection described in clauses (i1) and (ii2) of this Section 8(c7(c), Indemnitee or the Company, as the case may be, may, within ten (10) seven days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1(d) hereofthis Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit.. Sucampo Pharmaceuticals, Inc. Executive Indemnification Agreement (iv4) Either the Company or Indemnitee may petition a any court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a7(a) hereofof this Agreement. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b7(b) hereofof this Agreement. (v5) The Company shall pay any and all reasonable fees and expenses of Independent Counsel, and the reasonable expenses Counsel incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c7(c), regardless of the manner in which such Independent Counsel was selected or appointed. (vi6) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(b9(c) hereofof this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof6.02 of this Agreement, the Independent Counsel shall be selected, paid, and discharged in the following manner: (ia) If a Change of Control has not occurred, the The Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (ii) If a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event clause (i) of this Section 8(c) shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iiib) Following the initial selection described in clauses clause (i) and (iia) of this Section 8(c)6.03, Indemnitee or the Company, as the case may be, may, within ten seven (107) days after such written notice of selection has been receivedgiven, deliver to the other party Company a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1(d) hereof1.09 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court Court has determined that such objection is without merit. (ivc) Either the Company or Indemnitee may petition a court of competent jurisdiction Court if the parties have been unable to agree on the selection of Independent Counsel within 20 twenty (20) days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof6.01 of this Agreement. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b) hereof6.03 of this Agreement. (vd) The Company shall pay any and all reasonable fees of Independent Counsel, Counsel and the reasonable expenses incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c)6.03, regardless of the manner in which such Independent Counsel was selected or appointed. (vie) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(b) hereof8.02 of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b7(b) hereofof this Agreement, the Independent Counsel shall be selected, paid, paid and discharged in the following manner: (i1) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (ii2) If a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (i1) of this Section 8(c7(c) shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iii3) Following the initial selection described in clauses (i1) and (ii2) of this Section 8(c7(c), Indemnitee or the Company, as the case may be, may, within ten (10) seven days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1(d) hereofthis Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit.. Sucampo Pharmaceuticals, Inc. Director Indemnification Letter (iv4) Either the Company or Indemnitee may petition a any court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a7(a) hereofof this Agreement. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b7(b) hereofof this Agreement. (v5) The Company shall pay any and all reasonable fees and expenses of Independent Counsel, and the reasonable expenses Counsel incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c7(c), regardless of the manner in which such Independent Counsel was selected or appointed. (vi6) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(b9(c) hereofof this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event that the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof6(a), the Independent Counsel shall be selected, paid, and discharged in the following manner: (i) If a Change of Control has not occurred, the Independent Counsel shall be selected by a majority vote of a quorum of Disinterested Directors of the Board of Directors, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (ii) If a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event clause (i) of this Section 8(c6(b) shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iii) Following the initial selection described in clauses (i) and (ii) of this Section 8(c6(b), Indemnitee or the Company, as the case may be, may, within ten fourteen (1014) calendar days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 1(d1(i) hereofof this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is mademade by the Board of Directors or Indemnitee, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (iv) Either the Company or Indemnitee may petition a court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 days after receipt by the Company of a written request for indemnification pursuant to Section 8(a) hereof. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b) hereof. (v) The Company shall pay any and all reasonable fees of Independent Counsel, and the reasonable expenses incurred by such Independent Counsel, in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointed. (vi) Upon due commencement of any judicial proceeding pursuant to Section 11(b) hereof, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event ----------------------------------------------------- the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof6.02 of this Agreement, the Independent Counsel shall be selected, paid, and discharged in the following manner: (ia) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (iib) If a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (ia) of this Section 8(c) section shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iiic) Following the initial selection described in clauses (ia) and (iib) of this Section 8(c)6.03, Indemnitee or the Company, as the case may be, may, within ten seven (107) days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 1(d) hereof1.10 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (iv) Either the Company or Indemnitee may petition a court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 days after receipt by the Company of a written request for indemnification pursuant to Section 8(a) hereof. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b) hereof. (v) The Company shall pay any and all reasonable fees of Independent Counsel, and the reasonable expenses incurred by such Independent Counsel, in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointed. (vi) Upon due commencement of any judicial proceeding pursuant to Section 11(b) hereof, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b7(b) hereofof this Agreement, the Independent Counsel shall be selected, paid, paid and discharged in the following manner: (i1) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (ii2) If a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (i1) of this Section 8(c7(c) shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iii3) Following the initial selection described in clauses (i1) and (ii2) of this Section 8(c7(c), Indemnitee or the Company, as the case may be, may, within ten (10) seven days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1(d) hereofthis Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (iv) Either the Company or Indemnitee may petition a court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 days after receipt by the Company of a written request for indemnification pursuant to Section 8(a) hereof. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b) hereof. (v) The Company shall pay any and all reasonable fees of Independent CounselSucampo Pharmaceuticals, and the reasonable expenses incurred by such Independent Counsel, in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointed. (vi) Upon due commencement of any judicial proceeding pursuant to Section 11(b) hereof, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).Inc.

Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement of to indemnification is to be made by Independent Counsel pursuant to Section 8(b7(b) hereofof this Agreement, the Independent Counsel shall be selected, paid, paid and discharged in the following manner: (i1) If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of DirectorsBoard, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. (ii2) If a Change of Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of DirectorsBoard, in which event clause (i1) of this Section 8(c7(c) shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. (iii3) Following the initial selection described in clauses (i1) and (ii2) of this Section 8(c7(c), Indemnitee or the Company, as the case may be, may, within ten (10) seven days after such written notice of selection has been receivedgiven, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1(d) hereofthis Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Sucampo Pharmaceuticals, Inc. Outside Director Indemnification Agreement Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. (iv4) Either the Company or Indemnitee may petition a any court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within 20 days after receipt submission by the Company Indemnitee of a written request for indemnification pursuant to Section 8(a7(a) hereofof this Agreement. Such petition may request a determination whether an objection to the party’s selection is without merit and/or seek the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court Court shall designate. A person so appointed shall act as Independent Counsel under Section 8(b7(b) hereofof this Agreement. (v5) The Company shall pay any and all reasonable fees and expenses of Independent Counsel, and the reasonable expenses Counsel incurred by such Independent Counsel, Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c7(c), regardless of the manner in which such Independent Counsel was selected or appointed. (vi6) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 11(b9(c) hereofof this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).