Exhibit 10.2


 





STRATEGIC ALLIANCE AGREEMENT


 


dated as of August 26, 2015


 


among


 


Sucampo Pharmaceuticals, Inc.,


 


Sucampo Pharma, LLC.


 


and


 


R-Tech Ueno, Ltd.


 


 


 



    


     

    




TABLE OF CONTENTS


 




	ARTICLE I DEFINITIONS AND INTERPRETATION
	Section 1.01   Definitions	2
	Section 1.02   Interpretation	8
	ARTICLE II TRANSACTION
	Section 2.01   Strategic Alliance	8
	Section 2.02   Obligations of Acquiror	9
	Section 2.03   Obligations of the Company	11
	ARTICLE III REPRESENTATIONS AND WARRANTIES
	Section 3.01   Representations and Warranties of the Company	11
	Section 3.02   Representations and Warranties of Acquiror	12
	ARTICLE IV COVENANTS OF THE PARTIES
	Section 4.01   The Company’s Obligation	12
	Section 4.02   Consummation of the Squeeze-out	15
	Section 4.03   Applications and Consents; Governmental Communications and Filings	15
	Section 4.04   Further Assurance	15
	Section 4.05   Access	15
	Section 4.06   Notifications	16
	Section 4.07   Confidentiality	16
	Section 4.08   Public Announcement	17
	Section 4.09   No Lender Liability	17
	Section 4.10   Employees of Company	17
	Section 4.11   Development Programs and Clinical Trials	18
	ARTICLE V INDEMNIFICATION
	Section 5.01   Indemnification by the Company	18
	Section 5.02   Indemnification by Acquiror	18
	Section 5.03   Indemnification Procedure	18
	Section 5.04   Limitations	18
	




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	ARTICLE VI TERMINATION
	Section 6.01   Termination	19
	Section 6.02   Notice of Termination	19
	Section 6.03   Effect of Termination	19
	ARTICLE VII GUARANTEE
	Section 7.01   Guarantee	19
	ARTICLE VIII MISCELLANEOUS
	Section 8.01   Governing Law	19
	Section 8.02   Jurisdiction	19
	Section 8.03   Cost and Expenses	20
	Section 8.04   Assignment	20
	Section 8.05   Amendments and Waivers	20
	Section 8.06   Severability	20
	Section 8.07   Counterparts	21
	Section 8.08   Entire Agreement	21
	Section 8.09   Notices	21
	Section 8.10   Language	22
	Section 8.11   Disclosure Schedules	22
	Section 8.12   Fraud	22
	Section 8.13   Third-party Beneficiaries	23


 


 


 



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STRATEGIC ALLIANCE AGREEMENT


 


This STRATEGIC ALLIANCE AGREEMENT is made
and entered into as of August 26, 2015 (this “Agreement”), by and among R-Tech Ueno, Ltd., a corporation organized
under Japanese law (the “Company”), Sucampo Pharma, LLC., a corporation organized under Japanese law (“Acquiror”),
and Sucampo Pharmaceuticals, Inc., a corporation organized under Delaware law (“SPI,” and, together with the
Company and Acquiror, collectively, the “Parties”).


 


RECITALS


 


WHEREAS, the Acquiror is a wholly-owned
subsidiary of SPI, which operates a biopharmaceutical business focused on the research and development of proprietary drugs;


 


WHEREAS, the Company operates a drug discovery
and manufacturing business;


 


WHEREAS, Acquiror and the Company share
the objective of creating a combined biopharmaceutical company that can drive considerable growth in global markets, including
Japan;


 


WHEREAS, the Company has currently in
issuance and outstanding 19,312,300 shares of common stock (the “Common Stock”) and stock options representing
an additional 328,600 shares of Common Stock (the “Stock Options”, and together with the issued and outstanding
Common Stock, the “Target Securities”);


 


WHEREAS, pursuant to the terms and subject
to the conditions set forth herein, Acquiror has agreed to commence a tender offer bid (such tender offer bid, including any amendments
or extensions thereto made in accordance with the terms of this Agreement and applicable Law, including Articles 27-2 through 27-22
of the FIEL, the “Offer”) to acquire for cash (i) all of the issued and outstanding shares of Common Stock at
a price per share of JPY1,900 (the “Share Offer Price”) and (ii) all of the outstanding Stock Options at the
price prescribed in this Agreement;


 


WHEREAS, the Company has agreed, on the
terms and subject to the conditions set forth herein, to support the Offer and recommend the holders of Target Securities to tender
their shares of Common Stock and Stock Options to the Offer and publicly announce such statement;


 


WHEREAS, Jefferies Finance LLC (“Jefferies”)
has entered into a financing commitment letter, dated as of August 26, 2015, between SPI and Jefferies (the “Financing
Commitment”), pursuant to which Jefferies has committed to provide debt financing for the Offer in the aggregate amount
and on the terms and conditions set forth therein (the “Financing”);


 



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NOW, THEREFORE, in consideration of the
foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby
agree as follows:


 


ARTICLE I



DEFINITIONS AND INTERPRETATION


 


Section 1.01   
Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:


 


“Acquiror” shall have
the meaning set forth in the preamble hereto.


 


“Action” shall mean
any claim, action, suit, arbitration, mediation, proceeding or investigation, whether civil, criminal or administrative, by or
before any Governmental Authority or arbitral body.


 


“Affiliate” shall mean,
(i) with respect to a particular individual, (A) the individual’s spouse and any parent, child, sibling, grandparent, grandchild,
aunt, uncle, niece, nephew of the individual or the individual’s spouse, (B) any Person that is directly or indirectly controlled
by the particular individual or any such family member of the particular individual or his/her spouse, (C) any Person in which
the particular individual or any such family member of the particular individual or his/her spouse has a material financial interest,
and (D) any Person with respect to which the particular individual or such family member of the particular individual or his/her
spouse serves as a director, officer or partner (or in a similar capacity); and (ii) with respect to any specified Person other
than an individual, (A) any Person that directly, or indirectly through one or more intermediaries, Controls, or is Controlled
by, or is under common Control with, the Person specified, (B) any Person in which the specified Person has a material financial
interest, and (C) any Person which has a material financial interest in the specified Person. “Control” and its derivative
words mean the possession, direct or indirect, of the power to direct or cause the direction of the decisions, management and policies
of a Person, whether through the ownership of voting securities, by contract or otherwise, including the ability to elect the majority
of the directors or the members of a similar governing body of a Person.


 


“Agreement” shall have
the meaning set forth in the preamble hereto.


 


“Annual Financial Statements”
shall have the meaning set forth in Section (j) of Schedule 3.01.


 


“Business Day” shall
mean any day other than a Saturday or Sunday, or any other day on which commercial banks in Tokyo, Japan or New York in the U.S.A.
are authorized or required by applicable Law to close.


 


“Closing” shall mean
the Settlement in accordance with the terms of this Agreement.


 



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“Closing Date” shall
mean the date on which the Closing occurs.


 


“Common Stock” shall
have the meaning set forth in the recitals hereto.


 


“Company” shall have
the meaning set forth in the recitals hereto.


 


“Company Disclosure Letter”
shall mean the letter dated the same date as this Agreement from the Company to the Acquiror disclosing information constituting
exceptions to the representations and warranties given by the Company pursuant to Section 3.01.


 


“Company’s Position Statement”
shall have the meaning set forth in Section 2.03(b).


 


“Contract” shall mean
any contract, agreement, instrument, undertaking, indenture, commitment, loan, license or other legally binding obligation, whether
written or oral.


 


“Environmental Claim”
shall mean any claim, action, cause of action, suit, investigation or proceeding by any Person alleging liability (including liability
for investigatory costs, cleanup costs, governmental response costs, natural resource damages, fines or penalties) for any Losses
arising from (a) presence or Release of any Hazardous Substance at any location, whether or not owned or operated by the Company
or any Subsidiaries, or (b) circumstances forming the basis of noncompliance with or liability under any Environmental Laws.


 


“Environmental Laws”
shall mean any Law or Order of any Governmental Authority relating to the protection of the environment (including protection of
air, water, soil, and natural resources), human health, natural resources or the use, storage, handling, release, exposure to or
disposal of any Hazardous Substance, as in effect on the date hereof.


 


“FIEL” shall mean the
Financial Instruments and Exchange Law of Japan (kinyuu-shohin-torihiki-ho) (Law No. 25 of 1948, as amended).


 


“Financing” shall have
the meaning set forth in the recitals hereto.


 


“Financing Commitment”
shall have the meaning set forth in the recitals hereto.


 


“Financing Party” shall
have the meaning set forth in Section 4.09.


 


“Financial Statements Date”
shall have the meaning set forth in Section (j) of Schedule 3.01.


 


“GAAP” shall mean Japanese
generally accepted accounting principles in effect from time to time.


 



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“Governmental Authority”
shall mean any domestic, foreign or supranational government, governmental authority, court, tribunal, agency or other regulatory,
administrative or judicial agency, commission or organization (including self-regulatory organizations), tribunal or arbitral body,
stock exchange, and any subdivision, branch or department of any of the foregoing.


 


“Hazardous Substance”
shall mean any substance that is regulated as hazardous, toxic, radioactive, or as a pollutant, contaminant or harmful biological
agent, including petroleum and any derivative or by-products thereof, that may give rise to liability under any Environmental Laws.


 


“Indebtedness” shall
mean, for any Person, all obligations, contingent or otherwise, of that Person (i) for borrowed money, (ii) evidenced by notes,
debentures or similar instruments, (iii) under capitalized lease obligations, (iv) in respect of the deferred purchase price of
securities or other assets, and (v) in respect of reimbursement obligations to reimburse any other Person for or in respect of
any letter of credit, bankers’ acceptance, surety bonds or other financial guaranties.


 


“Indemnified Party”
shall have the meaning set forth in Section 5.03.


 


“Indemnifying Party”
shall have the meaning set forth in Section 5.03.


 


“Intellectual Property Rights”
shall mean all patents, patent rights, licenses, inventions, copyrights, trademarks, service marks, logos, trade dress, design
rights, trade or business names, domain names, trade secrets, know-how, in each case of a proprietary nature and any proprietary
confidential information systems processes or procedures of the intellectual property (whether, in each case, registered, unregistered
or unregistrable, and including pending applications for registration and rights to apply for registration) and all rights of a
similar nature or having similar effect which may subsist in any part of the world.


 


“Japan Business Day”
shall mean any day other than a Saturday or Sunday, or any other day on which commercial banks in Tokyo, Japan are authorized or
required by Japanese Law to close.


 


“Jefferies” shall have
the meaning set forth in the recitals hereto.


 


“Launch Date” shall
have the meaning set forth in Section 2.02(a).


 


“Law” shall mean, with
respect to any Person, any law, statute or ordinance, or any rule, regulation, standard, judgment, order, writ, injunction, ruling,
decree, arbitration award, agency requirement, license or permit of any Governmental Authority that is legally binding on such
Person.


 


“Lenders” shall mean
Jefferies and a syndicate of banks, financial institutions and other lenders providing the Financing pursuant to the terms of the
Financing Commitment.


 



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“Lien” shall mean a
lien, charge, option, mortgage, pledge, security interest, claim, deed of trust, hypothecation or encumbrance of any kind.


 


“Losses” shall mean
damages, losses or liabilities (including judgments, awards, interest and penalties), together with costs and expenses reasonably
incurred, including the reasonable fees and disbursements of legal counsel.


 


“Material Adverse Effect”
shall mean any fact, event, circumstance, occurrence, change or effect that individually or in the aggregate has or is reasonably
likely to have a material adverse effect on the business, financial condition, assets, operations, or results or prospects of operations
of the Company, taken as a whole.


 


“Material Contract”
shall mean any Contract or other agreement to which the Company is a party, and is material to the business, operations, or material
properties or assets of the Company. The Material Contracts shall include, without limitation, any Contract or other agreement:


 


(i)           
which is described under “Part 1. Company’s Information – II. Description of the Company – 5. Material
Contracts Relating to Business” in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto
Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement
with Astellas Pharma Inc., which is no longer effective;


 


(ii)         
under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations;


 


(iii)       
which will materially limit ability of the Company to compete in any line of business or geographic area or make use of
any material Intellectual Property Rights owned by the Company;


 


(iv)       
relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares
or assets, by merger, or otherwise);


 


(v)         
under which the Company has made a loan or capital contribution to or any investment in any Person other than the Company;


 


(vi)       
which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar
profit (or loss) sharing arrangement;


 


(vii)     
which requires or restricts the payment of dividends or distributions in respect of the capital stock of the Company;


 


(viii)   
which was entered into outside the ordinary course of business and which involves obligations or liabilities in excess of
[...***...];


 



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(ix)       
which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result
of a change of control of the Company;


 


(x)         
with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate
family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated
Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the
most recent fiscal year. 


 


“Offer” shall have
the meaning set forth in the recitals hereto.


 


“Offer Documents” shall
have the meaning set forth in Section 2.02(d).


 


“Offer Period” shall
have the meaning set forth in Section 2.02(a).


 


“Order” shall mean
any order, injunction, judgment, decree, ruling, assessment, judicial or administrative order, award or determination of any Governmental
Authority or arbitrator.


 


“Organizational Documents”
shall mean the articles of incorporation, the rules of the board of directors, the share handling regulations, the partnership
agreement, the limited liability company agreement, the operating agreement or other similar governing instruments, in each case
as amended as of the date specified, of any Person.


 


“Owned Real Property”
shall mean the land listed on Schedule III.


 


“PAL” shall mean the
Pharmaceutical Affairs Law of Japan (iyakuhin-iryoukikito-no-hinshitu-yukousei-anzensei-no-kakuhoto-ni-kansuru-horitu) (Law
No. 145 of 1955, as amended). 


 


“Parties” shall have
the meaning set forth in the preamble hereto, and “Party” shall mean either of the Parties.


 


“Permits” shall have
the meaning set forth in Section (g) of Schedule 3.01.


 


“Person” shall mean
any natural person, general or limited partnership, limited liability company, limited liability partnership, corporation, joint
stock company, trust, unincorporated association, joint venture, Governmental Authority, or other entity, whether acting in an
individual, fiduciary or other capacity.


 


“Products” shall have
the meaning set forth in Section (u) of Schedule 3.01.


 


“Registered IP” shall
have the meaning set forth in Section (v) of Schedule 3.01.


 



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“Release” shall mean
any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal,
leaching or migration on or into the Environment or into or out of any property.


 


“Settlement” shall
have the meaning set forth in Section 2.02(e).


 


“Settlement Date” shall
mean the 5th Japan Business Day following the last day of the Offer Period, except as such date may be adjusted pursuant
to Section 2.02(f).


 


“Share Offer Price”
shall have the meaning set forth in the recitals hereto.


 


“SPI” shall have the
meaning set forth in the recitals hereto.


 


“Squeeze-out” shall
mean any squeeze out transaction that Acquiror determines necessary and appropriate to make the Company wholly owned subsidiary
of the Acquiror after the Settlement.


 


“Stock Options” shall
have the meaning set forth in the recitals hereto.


 


“Stock Purchase Agreement”
shall mean the stock purchase agreement among, dated August 26, 2015 entered into by Acquiror, and Ryuji Ueno, MD, Sachiko Kuno,
S&R Technology Holdings, LLC and S&R Foundation.


 


“Strategic Business Alliance”
shall have the meaning set forth in Section 2.01.


 


“Subsidiaries” shall
mean, with respect to any Person, any juridical Person of which more than 50% of the voting power of the outstanding voting securities
or more than 50% of the outstanding economic equity interest is held, directly or indirectly, by such Person, and in any event
will include any Person that is fully included in the consolidated financial statements of such Person prepared in accordance with
GAAP.


 


“Sucampo Group” shall
have the meaning set forth in Section 2.01.


 


“Superior Offer” shall
have the meaning set forth in Section 2.03(a).


 


“Target Securities”
shall have the meaning set forth in the recitals hereto.


 


“Taxes” shall mean
all taxes, charges, fees, levies or other assessments, including income, capital, gross receipts, excise, property, stamp, registrations,
sales, license, payroll, consumption, withholding and franchise taxes, escheat obligation, and any secondary tax liability, imposed
by Japan or any other country or any local government or taxing authority or political subdivision or agency thereof or therein,
and such term shall include any interest, penalties or additions attributable to such taxes, charges, fees, levies or other assessments.


 


“Tax Returns” shall
mean any return, declaration, report, claim for refund, or information return or statement filed or required to be filed with any
Governmental Authority with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof.


 



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“Tender Offer Agent”
shall mean Nomura Securities Co., Ltd.


 


“Tender Offer Explanatory Statement”
shall have the meaning set forth in Section 2.02(d).


 


“Tender Offer Registration Statement”
shall have the meaning set forth in Section 2.02(d).


 


Section 1.02   
Interpretation. Unless otherwise indicated to the contrary in this Agreement by the context or use thereof: (a) the
words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as
a whole and not to any particular section or paragraph of this Agreement; (b) references in this Agreement to articles, sections
or paragraphs refer to articles, sections or paragraphs of this Agreement; (c) headings of sections are provided for convenience
only and should not affect the construction or interpretation of this Agreement; (d) words importing the masculine gender shall
also include the feminine and neutral genders, and vice versa; (e) words importing the singular shall also include the plural,
and vice versa; (f) the words “include”, “includes” and “including” shall be deemed to be followed
by the phrase “without limitation”; (g) any reference to a statute refers to such statute as it may have been or may
be amended from time to time, or to such statute’s successor, and shall be deemed also to refer to all rules and regulations
promulgated thereunder; (h) any reference to a Contract or other document as of a given date means the Contract or other document
as amended, supplemented and modified from time to time through such date; (i) “or” shall include the meanings
“either” or “both”; and (j) the symbols “JPY” or “¥” shall refer to the lawful
currency of Japan.


 


ARTICLE II



TRANSACTION


 


Section 2.01   
Strategic Alliance. For the purpose of creating a combined company that can drive considerable growth in global markets,
including Japan, the Parties agree to form a strategic business alliance (the “Strategic Business Alliance”)
among Acquiror and SPI and its Affiliates (collectively, the “Sucampo Group”) and the Company, subject to the
successful Closing. The Parties intend to achieve the purpose of such Strategic Business Alliance by mutual cooperation in, among
others, the following areas:


 


(a)          
ensuring that the transaction contemplated in this Agreement would provide Sucampo Group with increased revenues—primarily
from combining Sucampo Group’s existing sales with those from the Company—enhanced profitability, strong cash flow
generation and a robust balance sheet and the improved financial strength of SPI as the parent company would also accrue to the
benefit of its subsidiaries, which will include the Company after the Closing;


 


(b)          
ensuring that Sucampo Group and the Company together would have a deeper and broader development pipeline of potential drug
candidates in development across four major therapeutic areas—gastroenterology, ophthalmology, autoimmune, and inflammation—and
greater resources, both financially and operationally, to maximize these opportunities, and consistent with the Target Company’s
business strategy, such development pipelines (some of these drug candidates) could be out-licensed to external firms to create
even greater value; and


 



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(c)          
ensuring that both Sucampo Group and the Company would have greater opportunity to conduct business development transactions,
and through the relationships of the Company and increased presence in the Japanese market, Sucampo Group would gain greater access
to the Japanese biotech community and Japan’s well-regarded scientific institutions and researchers, and the Company would
receive access to Sucampo Group’s expertise in identifying, negotiating and managing key alliances.


 


Section 2.02   
Obligations of Acquiror.


 


(a)          
Commencement of the Offer. Subject to the terms and conditions herein, Acquiror agrees to commence the Offer on August
27, 2015 (the “Launch Date”) to acquire for cash (i) all of the issued and outstanding shares of Common Stock
at the Share Offer Price and (ii) all of the outstanding Stock Options at the price as set out in Schedule I. The Offer shall be
open for acceptance from the time of commencement until a time that is not earlier than 3:30 p.m. (Tokyo time) on the 30th
Japan Business Day from and including the Launch Date (as adjusted pursuant to Section 2.02(f) below, the “Offer Period”).


 


(b)          
Conditions to the Commencement of the Offer. Acquiror’s obligation to commence the Offer will be subject to
satisfaction (or waiver in writing by Acquiror in its sole discretion) of each of the following conditions on the Launch Date:


 


(i)           
The representations and warranties of the Company set forth in Section 3.01 shall be true and correct in all material respects;


 


(ii)         
The Company shall have duly performed its obligations required to be performed by it prior to the Launch Date under this
Agreement;


 


(iii)       
The board of directors of the Company unanimously (a) shall have made a resolution approving a statement of opinion in support
of the Offer and recommending the holders of shares of Common Stock and Stock Options to tender their shares and Stock Options
to the Offer, with recommendation by the independent committee of the Company, and have publicly announced such statement, and
(b) have not revoked such statement;


 


(iv)       
The board of directors of the Company unanimously shall have made a resolution revealing its intention to support the Squeeze-out
(including the price to be offered therein) and have publicly announced such intention, and have not revoked such intention;


 


(v)         
For the purpose of approving the transfer of Stock Options that will be tendered to the Offer and releasing any transfer
restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options, the
board of directors of the Company shall have made a resolution to authorize and instruct appropriate board members to approve the
said transfer and release the said transfer restriction in a timely manner if requested in writing by any holders of such Stock
Options;


 



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(vi)       
The Financing Commitment shall have been duly made and entered into by Jefferies;


 


(vii)     
No temporary restraining order, preliminary or permanent injunction or other Order preventing the commencement of the Offer
or the consummation of the Squeeze-out shall be in effect, and no Law shall have been enacted or shall be deemed applicable to
the Offer or the Squeeze-out which makes the consummation of the Offer or the Squeeze-out illegal;


 


(viii)   
All necessary consents, approvals (including, but not limited to, approval of the Financial Services Agency, Kanto Local
Financial Bureau and Tokyo Stock Exchange) for the Offer shall have been obtained by Acquiror and the Company;


 


(ix)       
The Company shall not have suffered a Material Adverse Effect since the Financial Statements Date; and


 


(x)         
Acquiror shall have concurrently entered into a Stock Purchase Agreement with Ryuji Ueno, MD, Sachiko Kuno, S&R Technology
Holdings, LLC and S&R Foundation.


 


(c)          
Withdrawal of the Offer. Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement
Ordinance and the Tender Offer Registration Statement.


 


(d)         
Publication and Filing. Upon the commencement of the Offer, Acquiror shall publish a tender offer public notice and
shall file a tender offer registration statement (the “Tender Offer Registration Statement”) with the Kanto
Local Finance Bureau, each in accordance with the terms and conditions set forth in this Section 2.02 and Article 27-3 of the FIEL.
Acquiror shall file with the relevant Governmental Authorities, publish and/or mail to holders of the Target Securities as required
by Law (i) a copy of the Tender Offer Registration Statement, (ii) a tender offer explanatory statement (the “Tender Offer
Explanatory Statement”) and (iii) each other document required under applicable Law to be so filed, published or mailed
by it in connection with the Offer (collectively, the “Offer Documents”).


 


(e)          
Settlement of the Offer. Unless the Offer has been withdrawn by Acquiror in accordance with terms of this Agreement,
Acquiror shall cause payment in full for all Target Securities validly tendered (and not withdrawn) under the Offer (the “Settlement”)
to be made by the Tender Offer Agent in immediately available funds as promptly as practicable following the end of the Offer Period
and in no event later than the Settlement Date.


 



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(f)           
Extensions of the Offer Period and Amendments. Acquiror may, in its sole discretion, extend the Offer Period for
such period as designated by Acquiror in accordance with Article 27-6 of the FIEL.


 


Section 2.03   
Obligations of the Company.


 


 


(a)          
Support of the Offer. Upon the commencement of the Offer, the Company (i) shall, by a unanimous resolution of its
board of directors, and with recommendation by the independent committee of the Company, approve a statement of opinion in support
of the Offer and recommending the holders of shares of Common Stock and Stock Options to tender their shares and Stock Options
to the Offer and have publicly announced such statement, and (ii) shall not revoke such statement. The Company (1) shall also,
by a unanimous resolution of its board of directors, and with recommendation by the independent committee of the Company, reveal
its intention to support the Squeeze-out and (2) publicly announce such intention, and (3) shall not revoke such intention. Notwithstanding
the forgoing, the Company may, upon prior consultation with the Acquiror, revoke or change such statement or intention, only if
(A) there is any counter tender offer bid or any bona fide offer to acquire the Target Securities that is a Superior Offer and
(B) the failure to take such action, on the basis of legal opinion issued in writing by legal counsel of the Company, would be
reasonably expected to cause the board of directors of the Company to be in breach of its duty of care (zenkan-tyui-gimu)
under Japanese law. For purposes of this Agreement, “Superior Offer” shall mean an unsolicited bona fide
written offer by a third party to purchase all of the outstanding Target Securities that the Board of Directors of the Company
determines, in its good faith judgment, after consultation with its outside legal counsel and its financial advisors, is reasonably
likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including
certainty of closing) of the offer and the ability of the Person making the offer to consummate the transaction and that would
result in a transaction more favorable to the Company’s stockholders (solely in their capacity as such) from a financial
point of view than the transaction contemplated by this Agreement.


 


(b)          
Publication and Filing. Upon the commencement of the Offer, the Company shall make public disclosure and file a company’s
position statement (iken-hyoumei-houkokusho) (the “Company’s Position Statement”) with the Kanto
Local Finance Bureau, each in accordance with in accordance with Section 2.03(a) and applicable Laws and in a manner and content
as agreed with Acquiror.


 


ARTICLE III



REPRESENTATIONS AND WARRANTIES


 


Section 3.01   
Representations and Warranties of the Company. The Company hereby represents and warrants to Acquiror that, except
as disclosed in the Company Disclosure Letter, the statements set forth in Schedule 3.01 are true and correct as of the date of
this Agreement and will be true and correct as of the Launch Date and the Closing Date (or, if made as of a specified date, as
of such specified date only).


 



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Section 3.02   
Representations and Warranties of Acquiror. Each of Acquiror and SPI hereby represents and warrants to the Company
that the statements set forth in Schedule 3.02 are true and correct as of the date of this Agreement and will be true and correct
as of the Launch Date and the Closing Date (or, if made as of a specified date, as of such specified date only).


 


ARTICLE IV



COVENANTS OF THE PARTIES


 


Section 4.01   
The Company’s Obligation.


 


(a)          
Ordinary Course of Business of the Company’s Operation. During the period from the date of this Agreement and
the completion of the Squeeze-out (the “Restricted Period”), except as contemplated by this Agreement, required
by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall operate in the ordinary course of business consistent
with the past practice and use its reasonable efforts to preserve intact the material components
of its current business organization, including keeping available the services of current officers and key employees, and
use its reasonable efforts to maintain its relations and good will with all material suppliers, material customers, governmental
bodies and other material business relations intact its business relationships.


 


(b)          
Restrictive Covenants. Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by
this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company
shall not:


 


		(i)	sell, issue, grant, pledge or transfer or authorize the sale, issuance, grant, pledge or transfer of any capital stock or equity
interest or other security of the Company or any instrument convertible into or exchangeable for any security of the Company, except
for approval of the transfer of Stock Options that will be tendered to the Offer and release from any transfer restriction for
such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options;



 


		(ii)	establish or adopt new employee benefits plans or provide increases in employee salaries, or benefits outside the ordinary
course of business;



 


		(iii)	hire new employees, other than at positions with annual salary and benefits costs of not more than [...***...]
or positions listed on Schedule 4.01(b) hereto;



 


		(iv)	enter into change-in-control, severance, bonus or retention agreements with any directors, officers, employees or consultants
of the Company;
	 	 	 
	 	(v)	enter into any collective
bargaining agreement or other agreement with any labor organization or work council;



 






    12


     

    




 


		(vi)	make any material capital expenditure;



 


		(vii)	license, acquire, dispose or cause or permit any Lien on any material right or material asset or property other than the sale
of inventory in the ordinary course of business or dispositions of obsolete, surplus or worn out assets;
	 	 	 
	 	(viii)	amend or relinquish
any material rights under any Material Contract or enter into any new Material Contracts;
	 	 	 
	 	(ix)	enter into any new
line of business or discontinue any existing business, including commencement of any new development programs, pre-clinical studies
or clinical trials except for those activities and costs that cannot be postponed and the Company is contractually obligated to
perform or pay during the Restricted Period, and not to exceed the costs set forth in Schedule 4.01(b)(ix) of this Agreement, which
Schedule shall include the budgeted costs of the development activities listed therein;



 








		(x)	make any material change to any accounting methods or make any material tax election;
	 	 	 
	 	(xi)	commence or settle
any legal proceeding;



  


		(xii)	enter into any action or decision that could fall under any category of information subject to insider trading regulation under
Article 166, Paragraph 1 or Article 167, Paragraph 1 of the FIEL;



 


		(xiii)	declare or make payment of any dividends or other distribution to its shareholders;



 


		(xiv)	revoke the resolution by the board of directors as set out in Section 2.02(b)(v);
	 	 	 
	 	(xv) 	incur any Indebtedness
or grant any Liens on any of its property or assets outside the ordinary course of business;
	 	 	 
	 	(xvi)	adopt, implement or
take any actions or measures except for those permitted under this Agreement that could require Acquiror to amend or change, in
part or whole, any of the Offer Documents or extend the Offer Period; or



 








		(xvii)	authorize any of, or agree or commit to take, any of the actions described in clauses (i) through (xv) of this Section 4.01(b).



 


(c)          
Notice and Consent. Prior to Closing, the Company shall provide a written notice to, or use its commercially reasonable
efforts to obtain a written consent from each counterparty to a Material Contract to which the Company is party, if such contract
so requires the Company in connection with the consummation of the transactions contemplated hereby.


 



    13


     

    




(d)         
Cooperation with the Offer.  The Company agrees to take all reasonable actions available to them to cooperate with
Acquiror in making the Offer and gathering tenders from existing shareholders of the Company, and shall provide such information
and assistance as Acquiror or its agents may reasonably request in connection with communicating the Offer and any amendments and
supplements thereto to the holders of the Target Securities and to such other Persons as are entitled to receive the Offer Documents
under applicable Law, including, to the extent permissible, under the Personal Information Protection Law of Japan and other applicable
Law. The Company acknowledges and agrees that Acquiror may state in any Offer Document or press release the Company’s support
of the Offer and the Squeeze-out as set out in Section 2.03(a).


 


(e)          
Financing. Acquiror shall use its reasonable efforts to take all actions and to do all things necessary, proper or
advisable to arrange, consummate and obtain the proceeds of the Financing. The Company shall use its reasonable efforts to provide
to Acquiror such customary cooperation as may be reasonably requested by Acquiror to assist Acquiror in causing the conditions
in the Financing Commitment to be satisfied and such customary cooperation as is otherwise reasonably necessary and reasonably
requested by Acquiror solely in connection with obtaining the Financing, which cooperation shall include (without limitation):


 


(i)           
causing its management team, external auditors and other non-legal advisors to assist in preparation for and to participate
in a reasonable number of meetings with the Lenders, and conference calls (including customary one-on-one meetings with the parties
acting as lead arrangers, bookrunners or agents for, and prospective lenders of, the Financing and senior management (with appropriate
seniority and expertise) of the Company), presentations and sessions with prospective lenders, investors and ratings agencies in
connection with any of such Financing;


 


(ii)         
using its reasonable efforts to cause the syndication and marketing efforts in connection with the Financing to benefit
from the Company’s relationships with potential financing sources;


 


(iii)       
providing customary authorization letters to the Lenders under the Financing Commitment authorizing the distribution of
information to other prospective lenders and containing customary representations to the Lenders under the Financing Commitment;


 


(iv)       
 furnishing Acquiror and the Lenders promptly, and in any event at least five (5) business days prior to Closing, with all
documentation and other information that any Lender has reasonably requested and that such Lender has determined is required by
regulatory authorities in connection with the Financing under applicable “know your customer” and anti-money laundering
rules and regulations, including without limitation the PATRIOT Act;


 



    14


     

    




(v)         
assisting in preparing of and, subject to the successful Squeeze-out, executing and delivering of any customary pledge and
security documents, credit agreements, indentures, guarantees, ancillary documents and instruments and customary closing certificates
and documents and assisting in preparing schedules (and providing necessary information relating thereto) as may be reasonably
requested by Acquiror;


 


(vi)       
obtaining customary payoff letters, Lien terminations and instruments of discharge to be delivered at Closing to allow for
the payoff, discharge and termination in full on the Closing Date of all Indebtedness;


 


(vii)     
permitting the use of the Company’s logos, trademarks and trade names in connection with the Financing contemplated
by the Financing Commitment; provided, that such logos, trademarks and trade names are used solely in a manner that is not intended
to, nor reasonably likely to, harm or disparage the Company;


 


(viii)   
timely preparing a customary confidential information memorandum and other customary marketing materials with respect to
the Financing; and


 


(ix)       
promptly furnishing any other information as reasonably requested by Acquiror or the Lender in connection with the Financing.


 


Section 4.02   
Consummation of the Squeeze-out. Subject to the successful Closing, the Company agrees to take all reasonable actions
available to it to consummate the Squeeze-out and appointment of new directors of the Company as designated by Acquiror as soon
as possible after the Closing, as reasonably requested by Acquiror, and shall provide such information and assistance as Acquiror
or its agents may reasonably request in connection with communicating the Squeeze-out.


 


Section 4.03   
Applications and Consents; Governmental Communications and Filings. Each Party shall cooperate and use its reasonable
efforts in making all notifications to, and seeking all consents of, Governmental Authorities necessary or advisable to consummate
the transactions contemplated hereby as promptly as practicable. No Party shall take any action that would reasonably be expected
to prevent or materially delay or impede the filing or receipt of such necessary or advisable notifications or consents.


 


Section 4.04   
Further Assurance. Subject to the terms and conditions hereof, each Party covenants and agrees to use its reasonable
efforts to take, or cause to be taken, all actions, and to do, or cause to be done, in good faith, all things applicable to it
that are necessary, proper or desirable, or advisable under applicable Law to carry out the provisions contained in this Agreement
and the transactions contemplated hereunder.


 


Section 4.05   
Access. During the Restricted Period, upon reasonable advance notice to the Company, the Company shall: (a) provide
Acquiror with reasonable access during normal business hours of the Company to the Company’s employees, consultants and other
personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating
to the Company; and (b) promptly provide Acquiror copies of the existing books, records, Tax Returns, work papers and other documents
and information relating to the Company, and with such additional financial, operating and other data and information regarding
the Company, as Acquiror may reasonably request; provided, however, that any such access shall be conducted at Acquiror’s
expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably
interfere with the normal operation of the business of the Company.


 



    15


     

    




Section 4.06   
Notifications. Each Party shall give prompt notice to the other Parties (and subsequently keep the other Parties
informed on a current basis) upon its becoming aware of (a) any Actions commenced or, to such Party’s knowledge, threatened
against, relating to or involving or otherwise affecting such Party or any of its Affiliates which relate to the Offer or the transactions
contemplated by this Agreement, or (b) the occurrence or existence of any fact, event or circumstance that would or would be reasonably
likely to (i) cause or constitute a material breach of any of its covenants or agreements contained herein, or (ii) impair or delay
the completion of the Offer or the Closing; provided, however, the delivery of any notice pursuant to this Section
4.06 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit the remedies
available to any Party receiving such notice.


 


Section 4.07   
Confidentiality.


 


(a)          
For [...***...] ([...***...])
years from and after the date of this Agreement, the Company will hold and treat in confidence, and will not use, and will cause
their Affiliates to hold and treat in confidence, all non-public documents and information (including any information with regard
to terms and conditions of this Agreement) concerning Acquiror and each of its respective Affiliates, except to the extent that
such documents and information (1) are required or requested (with prompt notice of such request to be made to Acquiror) to be
disclosed by applicable Law or any Governmental Authority, (2) generally become available to the public through no fault of the
Company, (3) become available to the Company on a non-confidential basis, or (4) are independently developed by the Company or
its Affiliates without reference to the furnished information.


 


(b)          
Until earlier of (i) the consummation of the Squeeze-out and (ii) the expiration of [...***...]
([...***...]) year period from and after the date of this
Agreement, Acquiror will hold and treat in confidence, and will not use, and will cause its Affiliates to hold and treat in confidence,
all non-public documents and information concerning the Company, except to the extent that such documents and information (1) are
required or requested (with prompt notice of such request to be made to Acquiror) to be disclosed by applicable Law or any Governmental
Authority, (2) generally become available to the public through no fault of Acquiror or its Affiliates, (3) become available to
Acquiror or its Affiliates on a non-confidential basis, or (4) are independently developed by Acquiror or its Affiliates without
reference to the furnished information. Notwithstanding the foregoing, Acquiror may disclose such documents and information to
its directors, officers, agents, consultants and other representatives (including attorneys, financial advisors, accountants, potential
financing sources and the Lenders) of Acquiror or its Affiliates to the extent reasonably necessary for execution or performance
of this Agreement.


 



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Section 4.08   
Public Announcement. Notwithstanding Section 4.07(b), Acquiror may make public announcement regarding the transactions
contemplated by this Agreement, including the tender offer public notice, the Tender Offer Registration Statement, the Tender Offer
Explanatory Statement, any amendments to any of the foregoing, and public announcements to be made in connection with the execution
of this Agreement and after the Closing, in each case taking into account the requirements of all applicable Law. The Company shall
not otherwise communicate with any news media in respect of this Agreement or the transactions contemplated by this Agreement without
the prior written consent of Acquiror.


 


Section 4.09   
No Lender Liability. Notwithstanding anything herein to the contrary, the Company hereby waives any rights or claims
against Jefferies, each lead arranger and each other agent or co-agent (if any) with respect to the Financing, the Lenders, or
any affiliate thereof and all of their respective affiliates and each director, officer, employee, representative and agent thereof
(each, a “Financing Party”) in connection with this Agreement, the Financing or the Financing Commitment, whether
at law or equity, in contract, in tort or otherwise, and the Company agrees not to commence (and if commenced agrees to dismiss
or otherwise terminate) any Action against any Financing Party in connection with this Agreement or the transactions contemplated
hereby (including any action relating to the Financing or the Financing Commitment). In furtherance and not in limitation of the
foregoing waiver, it is agreed that no Lender shall have any liability for any claims, losses, settlements, damages, costs, expenses,
fines or penalties to the Company in connection with this Agreement or the transactions contemplated hereby (including the Financing
or the Financing Commitment).


 


Section 4.10   
Employees of Company. Following the Closing Date, SPI shall develop an integration plan in consultation with the
management of the Company as required for combining the business operations of the two companies. Subject to the goals, parameters
and integration activities outlined in the integration plan, SPI shall (i) provide the employees of the Company with employee incentives
under such terms and conditions as not less favorable (taking into account, among other things, tax implications) to the incentives
made available by the Company to such its employees as of the date of this Agreement [...***...],
and thereafter under such terms and conditions as not less favorable (taking into account, among other things, tax implications,
local laws, and SPI’s practices with respect to the employees of Acquiror) to those of the incentives made available by SPI
to its employees, and (ii) [...***...] the [...***...]
of the [...***... ] of the [...***...]
as of the [...***...] of this [...***...]
at [...***...] the [...***...]
of the [...***...] of the [...***...]
on [...***...]. For the sake of achieving the purpose
of the strategic alliance as set forth in Section 2.01, both Parties acknowledge their mutual intention to, in principle, maintain
the Company’s employment at levels consistent with the requirements of the Company from time to time.


 






 


 


 






    17


     

    

Section 4.11       
Development Programs and Clinical Trials. Following the Closing Date, SPI hereby agrees to engage in a program review
in consultation with the management of the Company with respect to the development programs and clinical trials listed in Schedule
4.11, with the goal of [...***...] an [...***...]
of [...***...] and [...***...].
Such review shall be conducted consistent with SPI’s process and practices applied to the assessment of its own product candidates,
including the [...***...] of a [...***...]
of [...***...] on [...***...]
of the [...***...] of [...***...]
and [...***...] and the [...***...]
for [...***...], and the [...***...]
at the [...***...] be [...***...];
provided, however, that [...***...] the [...***...]
to [...***...] or [...***...]
and [...***...] its [...***...]
or [...***...] of [...***...].


 


ARTICLE V



INDEMNIFICATION


 


Section 5.01   
Indemnification by the Company. The Company shall indemnify Acquiror from and against all Losses incurred
by Acquiror to the extent arising out of or resulting from (i) any inaccuracy or breach of a representation or warranty made by
the Company under Section 3.01 or (ii) any breach or failure by the Company to perform any of their covenants or obligations contained
in this Agreement.


 


Section 5.02   
Indemnification by Acquiror. Acquiror shall indemnify the Company from and against all Losses incurred by the Company
to the extent arising out of or resulting from (i) any inaccuracy or breach of a representation or warranty made by Acquiror under
Section 3.02 or (ii) any breach or failure by Acquiror to perform any of its covenants or obligations contained in this Agreement.


 


Section 5.03   
Indemnification Procedure. Whenever any claim shall arise for indemnification under this Article V, the indemnified
Person making such claim (the “Indemnified Party”) shall notify the Party from whom indemnification is sought
(the “Indemnifying Party”) in writing of the claim and, when known, the facts constituting the basis for such
claim; provided, however, that the failure timely to provide such notice shall not release the Indemnifying Person
from its obligations under this Article V.


 


 


Section 5.04   
Limitations. The Indemnifying Party’s liability for all claims made under this Agreement shall be subject to
the following limitations: (i) the Indemnifying Party shall [...***...]
for such claims until the [...***...] of the [...***...]
shall [...***...] of the [...***...]
by the [...***...] of all of the [...***...]
and [...***...] of [...***...],
in which case the Indemnifying Party shall be liable only for the [...***...]
of the [...***...] of the [...***...]
by the [...***...] of all of the [...***...]
and [...***...] of [...***...],
and (ii) the Indemnifying Party’s [...***...] for
[...***...] shall not [...***...]
of the [...***...] by the [...***...]
of all of the [...***...] and [...***...]
of [...***...]. Notwithstanding the above provisions
of this Section 5.04, the limitations provided in this Section 5.04 shall not apply to (i) any claim for fraud or intentional misrepresentation
or (ii) any claim for breach of any agreement or covenant contained herein.


 



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ARTICLE VI



TERMINATION


 


Section 6.01   
Termination. This Agreement may be terminated prior to the end of the Offer Period by Acquiror if a condition for
withdrawal of the Offer has occurred. 


 


This Agreement shall be automatically
terminated if the Offer has been withdrawn or the Offer is not successful due to the failure of obtaining the minimum threshold.
This Agreement may not be terminated after the end of the Offer Period if the Offer is successful.


 


Section 6.02   
Notice of Termination. Any Party desiring to terminate this Agreement pursuant to Section 6.01 shall give written
notice of such termination to the other Party to this Agreement.


 


Section 6.03   
Effect of Termination. In the event of the termination of this Agreement as provided in Section 6.01, this Agreement
shall forthwith become void and there shall be no liability on the part of any Party to this Agreement or any Financing Party except
as set forth in Article V. This sentence and Section 4.07, Section 4.09, Article V and Article VIII shall survive any termination
of this Agreement.


 


ARTICLE VII



GUARANTEE


 


Section 7.01   
Guarantee. SPI hereby absolutely, unconditionally and irrevocably guarantees to and in favor of the Company that
the Acquiror shall perform and discharge any and all of its obligations under this Agreement as set forth in this Agreement.


 


 


ARTICLE VIII



MISCELLANEOUS


 


Section 8.01   
Governing Law. The construction, validity and performance of this Agreement shall be governed in all respects by
the laws of Japan.


 


Section 8.02   
Jurisdiction.


 


(a) Any dispute, action or proceeding
arising out of or in connection with this Agreement, including any question regarding its existence, validity, binding effect,
breach, amendment or termination shall be subject to the exclusive jurisdiction of the Tokyo District Court.


 



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(b)Notwithstanding anything herein
to the contrary, the Parties hereto acknowledge and irrevocably agree (i) that any dispute, action, or proceeding, whether in law
or in equity, whether in contract or in tort or otherwise, involving the Lenders arising out of, or relating to, the transactions
contemplated hereby, the Financing or the performance of services thereunder or related thereto shall be subject to the exclusive
jurisdiction of any state or federal court sitting in the County of New York, Borough of Manhattan, New York, New York and any
appellate court thereof and each Party hereto submits for itself and its property with respect to any such dispute, action or proceeding
to the exclusive jurisdiction of such court, (ii) not to bring or permit any of their Affiliates to bring or support anyone else
in bringing any such dispute, action or proceeding in any other court, (iii) to waive and hereby waive, to the fullest extent permitted
by law, any objection which any of them may now or hereafter have to the laying of venue of, and the defense of an inconvenient
forum to the maintenance of, any such dispute, action or proceeding in any such court, (iv) to waive and hereby waive any right
to trial by jury in respect of any such dispute, action or proceeding, (v) that a final judgment in any such action shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law and (vi) that any such
dispute, action or proceeding shall be governed by, and construed in accordance with, the laws of the State of New York, without
regard to the conflicts of law rules of such State that would result in the application of the laws of any other jurisdiction.


 


Section 8.03   
Cost and Expenses. Except as otherwise provided in this Agreement, each Party shall bear the costs, expenses and
fees (including fees and expenses of the attorneys, certified public accountants, tax advisors and other advisors) incurred by
such Party in relation to the preparation, execution and performance of this Agreement.


 


Section 8.04   
Assignment. No Party shall assign or transfer or purport to assign or transfer (whether by operation of Law or otherwise)
any of its rights, interests or obligations hereunder without the prior written consent of the other Party; provided, that Acquiror
may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection
with the Financing. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the
Parties and their respective successors and assigns.


 


Section 8.05   
Amendments and Waivers. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall
be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of the amendment, modification,
discharge or waiver is sought (except that Section 4.09, Section 6.03, Section 8.02(b), Section 8.04, this Section 8.05 and Section
8.13 shall not be amended, modified, discharged or waived in a manner that is adverse to the Lenders without the prior written
consent of the Lenders). No failure or delay by Acquiror or the Company in exercising any right hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.


 


Section 8.06   
Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced
under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain
in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected
in any manner materially adverse to either Party. The Parties shall negotiate in good faith in order to seek to agree on the terms
of a mutually satisfactory provision to be substituted for any provision found to be invalid, illegal or unenforceable.


 



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Section 8.07   
Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile or email pdf format),
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


Section 8.08   
Entire Agreement. This Agreement (including the Schedules and Disclosure Letters hereto) constitutes the entire agreement
of the Parties hereto with respect to the subject matter hereof, and supersede any and all previous oral or written agreements
or understandings between the Parties in relation to the matters dealt with herein. The Schedules referred to in this Agreement
are intended to be and hereby are specifically made a part of this Agreement. Any and all previous agreements and understandings
between the Parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement.


 


Section 8.09   
Notices. Any notice or communication under this Agreement shall be sent to the Parties in English at their respective
addresses set forth below or such other addresses as may from time to time be notified. Notices may be sent by hand, or by registered
mail (internationally recognized courier service if overseas) or by fax or email, and shall be deemed to be received, if sent by
hand, fax or email, one normal working hour (at the place of delivery) after delivery or transmission, and if by registered mail
the second Business Day after posting (or, in the case of international courier service, on the fifth Business Day following the
date of deposit with such courier service, or such earlier delivery date as may be confirmed in writing to the sender by such courier
service).


 


If to Acquiror:


 


Sucampo Pharma, LLC.

2-2-16, Sonezakishinchi, Kita-ku, Osaka

Attention: [...***...]

Phone: [...***...]

Fax: [...***...]

Email address: [...***...]


 


If to SPI:


 


Sucampo Pharmaceuticals, Inc.

4520 East West Highway

Bethesda, MD 20814

USA

Attention: General Counsel

Phone: [...***...]



    21


     

    



Fax: [...***...]

Email address: [...***...]


 


If to the Company:


 


R-Tech Ueno, Ltd.

NBF Hibiya Bldg. 10F

Uchisaiwaicho 1-1-7

Chiyoda-ku, Tokyo 100-0011

JAPAN

Attention: Office of the President

Phone: [...***...]

Fax: [...***...]

Email address: [...***...]


 


Section 8.10   
Language. This Agreement has been prepared and executed in, and shall be construed in accordance with, the English
language. Any Japanese translation prepared by any Party shall be for convenience purposes only, and in the event of a dispute
as to interpretation of this Agreement, shall have no bearing on such interpretation.


 


Section 8.11   
Disclosure Schedules. Each Party acknowledges and agrees that disclosure of any item in any section or subsection
of a Disclosure Letter shall be deemed disclosure by such Party with respect to any other section or subsection to which the item
relates, to the extent the relevance of such item is readily apparent. Matters reflected in the Company Disclosure Letter are not
necessarily limited to matters required by this Agreement to be so reflected. Such additional matters are set forth for informational
purposes and do not necessarily include other matters of a similar nature. No reference to or disclosure of any item or other matter
in any Section, Disclosure Letter or Schedule of this Agreement shall be construed as an admission or indication that such item
or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement. Without
limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any contract, Law or Governmental
Order shall be construed as an admission or indication that such a breach or violation exists or has actually occurred.


 


Section 8.12   
Fraud. Each Party acknowledges and agrees that nothing herein shall relieve or release a Person of any liability
in connection with any fraudulent or criminal acts committed by such Person, its Affiliates or their respective representatives,
and nothing herein shall provide any indemnification to or release of any Person committing such fraudulent or criminal acts.


 



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Section 8.13   
Third-party Beneficiaries. It is expressly agreed by the Parties that the Lenders shall be third party beneficiaries
of Section 4.09, Section 6.03, Section 8.02(b), Section 8.04, Section 8.05 and this Section 8.13. Nothing in this Agreement shall
be construed to create a right in any employee to employment with Acquiror or the Company or any of their respective Affiliates
or successors. No current or former employee or any other individual associated with the Company shall be regarded as a third party
beneficiary of this Agreement or have a right to enforce any provisions hereof.


 


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blank]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    23


     

    

 


IN WITNESS WHEREOF, the Parties
have executed this Agreement as of the date first above written.


 


 


 





	Sucampo Pharmaceuticals, Inc.	 
	 	 
	 	 
	By:	/s/ Peter Greenleaf	 
	Name: 	Peter Greenleaf	 
	Title: 	Chief Executive Officer	 
	 	 	 
	Sucampo Pharma, LLC.	 
	 	 
	 	 
	By:	/s/ Misako Nakata	 
	Name: 	Misako Nakata	 
	Title: 	Representative Executor	 
	 	 	 
	R-Tech Ueno, Ltd.	 
	 	 
	 	 
	By:	/s/ Y. Mashima	 
	Name: 	Yukihiko Mashima	 
	Title: 	President