Exhibit 10.37


 





AMENDMENT 1 TO THE LICENSE, DEVELOPMENT, COMMERCIALIZATION AND
SUPPLY AGREEMENT


FOR LUBIPROSTONE


 


This Amendment 1 is entered into as of 18 November 2015 (the “Effective
Date”) by and between Sucampo AG, a corporation organized under the laws of Switzerland with principal offices at
Baarerstrasse 22, CH-6300, Zug, Switzerland (“Sucampo”) and Takeda Pharmaceuticals International AG (formerly
registered as Takeda Pharmaceuticals International GmbH), a corporation organized under the laws of Switzerland with principal
offices at Thurgauerstrasse 130, 8152 Glattpark-Opfikon, Zurich, Switzerland (“Takeda”). Each of Takeda and
Sucampo is referred to individually herein as a “Party” and collectively as the “Parties”.


 


WHEREAS, Sucampo and Takeda entered into License, Development,
Commercialization and Supply Agreement for Lubiprostone dated October 17, 2014 (the “Agreement”); and


 


WHEREAS, Sucampo and Takeda have reviewed the conditions
of delivery of the Licensed Product for Commercialization and Development purposes and have agreed to amend the Agreement accordingly.


 


NOW, THEREFORE, for the mutual covenants contained herein,
and other good and valuable consideration set forth herein, the receipt and sufficiency of which hereby acknowledge, the Parties
agree as follows:


 


		1.	Capitalized terms used, but not defined herein, shall have the same meanings given in the Agreement.



 


		2.	Modification of the Agreement



 


The Parties have agreed that Section
9.2 of the Agreement shall be deleted and replaced with the following provision:


 


“9.2           Delivery. Sucampo
shall deliver the Licensed Product EXW, [...***...], [...***...], [...***...] (Incoterms® 2010),
subject to the release of the relevant Licensed Product as per Section 9.4. In the event either Party decides to change its packaging
site — which, upon the Effective Date, is [...***...], [...***...], [...***...] for both Parties
— the Parties shall discuss the modification of the conditions of delivery of the Licensed Product, including the incoterm,
in order to avoid any increase of the other Party’s costs that may result from such change of packaging site. Delivery documents
shall include purchase order number, quantity, copy of the certificate of analysis, items codes and description, lot number, manufacturing
dates of the Licensed Product (i.e., manufacturing date of the premix, as well as the date of encapsulation), number of shippers,
weight, number of pallets, and any other documents in accordance with the terms of the Quality Agreement. Title and ownership shall
pass to Takeda or its Affiliate, as applicable, upon delivery of the Licensed Product in accordance with this Section 9.2.”


 


 





Confidential and Proprietary 


CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST.
OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.











     

     

    




 


		3.	Purchase and Supply of Placebo and Licensed Product for Development.



 


The Parties have agreed to add a new
Section 9.2a to the Agreement, immediately following Section 9.2, as follows:


 


“9.2a.         Delivery of Licensed
Product and Placebo for Development. The Parties agree that the Licensed Product and placebo used by Takeda for Development
activities required for Regulatory Approvals in the Territory will be purchased from Sucampo directly by its Affiliate Takeda Development
Centre Europe Ltd ([...***...], [...***...], [...***...], [...***...]) (hereinafter “TDC
Europe”). Notwithstanding the terms of delivery agreed in Section 9.2 above, the Parties agree that the delivery of Licensed
Product and placebo for Development activities purchased by TDC Europe will occur EXW, packaging site of Sucampo in the USA (Incoterms®
2010), it being understood that Sucampo shall provide Takeda with reasonably requested information necessary to obtain the export
clearance for such goods. Title and ownership of such Licensed Product and placebo will be transferred to TDC Europe upon delivery
in accordance with this Section 9.2a. The Parties have agreed on a Supply Price for the placebo, as specified in Exhibit H of this
Agreement.”


 


		4.	Amendment to Exhibit H.



 


The Parties have agreed to amend and
restate, in its entirety, Exhibit H of the Agreement by replacing the current Exhibit H with the version attached as an Annex to
this Amendment 1.


 


		5.	This Amendment 1 shall become effective as of the Effective Date.



 


		6.	Except as amended herein, all the other conditions and provisions of the Agreement shall remain
unchanged.



 


IN WITNESS WHEREOF, the Parties have caused
this Amendment 1 to be executed by their duly authorized representatives.


 





	SUCAMPO AG	 	Takeda Pharmaceuticals International AG
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 
	By:	 	 	By:	 	 
	Date:	 	 	Date:	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	Date:	 	 







 





 


 


Confidential and Proprietary 


CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST.
OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.











     

     

    




ANNEX


 


EXHIBIT H


 


1 - FORM OF THE LICENSED PRODUCT AND PLACEBO


 


Sucampo shall supply the Licensed Product and placebo to Takeda
in the following forms:


 


		·	For Development activities:



[...***...] in [...***...]


[...***...] in [...***...]


[...***...] in [...***...], or [...***...]


 


		·	For Commercialization activities



[...***...] in [...***...]


[...***...] in [...***...]


[...***...] in [...***...], or [...***...]


 


		·	For Commercialization activities during the Transition Period



[...***...] in [...***...] or [...***...]
and [...***...]


 


 


2 - SUPPLY PRICE FOR THE LICENSED PRODUCT (including the samples)



 


		·	Supply Price of Licensed Product in connection with Development:



 


[...***...] of the [...***...] in [...***...]
or [...***...]


 


		·	Supply Price of Licensed Product in connection with Commercialization:



 


[...***...] of the [...***...] in [...***...]
or [...***...]


[...***...] of the [...***...] in [...***...]


 


		·	Supply Price of Licensed Product in connection with Commercialization during the Transition
Period:



 


[...***...] of the [...***...] in [...***...]
for [...***...]


[...***...] of the [...***...] in [...***...]
for [...***...]


 


3 - SUPPLY PRICE FOR THE PLACEBO 


 


		·	Supply Price of placebo in connection with Development



 


[...***...] of [...***...] in [...***...]
or [...***...]




 


 


 





Confidential and Proprietary 


CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST.
OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.