Exhibit 10.1


 


 


INDEMNIFICATION AGREEMENT


 


INDEMNIFICATION AGREEMENT (this “Agreement”)
dated as of July [___], 2016 by and between Sucampo Pharmaceuticals, Inc. (the “Company”), a Delaware corporation,
and [___________](“Indemnitee”):


 


WHEREAS, competent persons are reluctant
to serve a corporation as an officer or in another capacity unless they are provided with adequate protection through insurance
or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities
on behalf of corporations;


 


WHEREAS, the Board of Directors of
the Company has determined that the ability to attract and retain such persons is in the best interests of the Company’s
stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in
the future; and


 


WHEREAS, it is reasonable, prudent
and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable
law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified; and


 


WHEREAS, Indemnitee is willing to
serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be
so indemnified;


 


NOW, THEREFORE, in consideration
of the premises, the mutual agreements herein set forth below and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties agree as follows:


 


1.                 
Definitions. For purposes of this Agreement the following terms shall have the meanings set forth below:


 


(a)               
“Board” shall mean the Board of Directors of the Company.


 


(b)              
“Change of Control” shall mean any of the following events:


 


(i)                
Unless approved by the affirmative vote of at least two-thirds of those members of the Board who are in office immediately
prior to the event(s) and who are not employees of the Company:


 


(A)            
the merger or consolidation of the Company with, or the sale of all or substantially all of the assets of the Company
to, any person or entity or group of associated persons or entities; or


 


(B)             
the acquisition of direct or indirect beneficial ownership in the aggregate of securities of the Company representing
twenty percent (20%) or more of the total combined voting power of the Company’s then issued and outstanding securities by
any person or entity, or group of associated persons or entities acting in concert, not affiliated (within the meaning of the Securities
Act of 1933) with the Company as of the date of this Agreement; or


 



    
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(C)             
approval by the stockholders of the Company of any plan or proposal for the liquidation or dissolution of the Company;
or


 


(ii)              
A change in the composition of the Board at any time during any consecutive 24-month period such that the “Continuing
Directors” cease for any reason to constitute at least a seventy percent (70%) majority of the Board. For purposes of this
clause (ii), “Continuing Directors” means those members of the Board who either:


 


(A)            
were members of the Board at the beginning of such consecutive 24-month period; or


 


(B)             
were elected by, or on the nomination or recommendation of, at least a two-thirds majority (consisting of at least
five directors) of the then-existing Board.


 


(c)               
“Corporate Status” describes the status of a person who is or was a director, officer, employee,
agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise which such person is or was serving at the express written request of the Company.


 


(d)              
“Disinterested Director” means a director of the Company who is not and was not a party to the
Proceeding in respect of which indemnification is sought by Indemnitee.


 


(e)               
“Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise of which Indemnitee is or was serving at the express written request of the Company as
a director, officer, employee, agent or fiduciary.


 


(f)               
“Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript
costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in a Proceeding.


 


(g)              
“Good Faith” shall mean Indemnitee having acted in good faith and in a manner Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, having had
no reasonable cause to believe Indemnitee’s conduct was unlawful.


 



    
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(h)              
“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters
of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee
in any matter material to either such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under
the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the
Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 


(i)                
“Proceeding” includes any action, suit, arbitration, alternate dispute resolution mechanism, investigation,
administrative hearing or any other actual, threatened or completed proceeding whether civil, criminal, administrative or investigative,
other than one initiated by Indemnitee. For purposes of the foregoing sentence, a “Proceeding” shall not be
deemed to have been initiated by Indemnitee where Indemnitee seeks pursuant to Section 9 of this Agreement to enforce Indemnitee’s
rights under this Agreement.


 


2.                 
Term of Agreement. This Agreement shall continue until and terminate upon the later of: (a) 10 years after
the date that Indemnitee has ceased to serve as a director, officer, employee, agent or fiduciary of the Company or of any other
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee served at the express
written request of the Company or (b) the final termination of all pending Proceedings in respect of which Indemnitee is granted
rights of indemnification or advancement of expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section
9 of this Agreement relating thereto. In addition, no legal action shall be brought and no cause of action shall be asserted by
or in the right of the Company against Indemnitee, Indemnitee’s estate, spouse, heirs, executors or personal or legal representatives
after the expiration of five (5) years from the date of accrual of such cause of action, and any claim or cause of action of the
Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such five (5) year
period; PROVIDED, HOWEVER, that if any shorter period of limitations is otherwise applicable to any such cause of action, such
shorter period shall govern.


 


3.                 
Services by Indemnitee, Notice of Proceedings.


 


(a)               
Services. Indemnitee agrees to serve as an officer of the Company. Indemnitee may at any time and for any
reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law).


 


(b)              
Notice of Proceeding. Indemnitee agrees promptly to notify the Company in writing upon being served with any
summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter that may
be subject to indemnification or advancement of Expenses covered hereunder.


 



    
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4.                 
Indemnification.


 


(a)               
In General. In connection with any Proceeding, the Company shall indemnify and advance Expenses to Indemnitee
as provided in this Agreement and to the fullest extent permitted by applicable law in effect on the date hereof and to such greater
extent as applicable law may thereafter from time to time permit.


 


(b)              
Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the
rights of indemnification provided in this Section 4(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or
is threatened to be made, a party to any Proceeding, other than a Proceeding by or in the right of the Company. Indemnitee shall
be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlements actually and reasonably incurred by
Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee
acted in Good Faith including without limitation, any and all losses, claims, damages, expenses and liabilities, joint or several
(including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action,
suit, proceeding or any claim asserted) under the Securities Act of 1933, the Securities Exchange Act of 1934, as amended (the
“Exchange Act of 1934”) or other federal or state statutory law or regulation, at common law or otherwise or which
relate directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company or to any fiduciary
obligation owed with respect thereto or as a direct or indirect result of any Proceeding or any claim, issue or matter therein
made by any stockholder of the Company against Indemnitee and arising out of or related to any round of financing of the Company
(including but not limited to Proceedings or any claims, issues or matters therein regarding non-participation, or non-pro rata
participation, in such round by such stockholder), or made by a third party against Indemnitee based on any misstatement or omission
of a material fact by the Company in violation of any duty of disclosure imposed on the Company by federal or state securities
or common laws.


 


(c)               
Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification
provided in this Section 4(c) if, by reason of Indemnitee’s Corporate Status, Indemnitee is or is threatened to be made a
party to any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Indemnitee shall be indemnified
against Expenses, judgments, penalties and amounts paid in settlement, actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with such Proceeding if Indemnitee acted in Good Faith. Notwithstanding the foregoing, no such indemnification
shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be
liable to the Company if applicable law prohibits such indemnification; provided, however, that, if applicable law
so permits, indemnification shall nevertheless be made by the Company in such event if and only to the extent that the Court of
Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine.


 



    
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(d)              
Indemnification of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on
the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by law against all
Expenses, judgments, penalties, fines and amounts paid in settlement, actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise,
as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee to the
maximum extent permitted by law, against all Expenses, judgments, penalties, fines and amounts paid in settlement, actually and
reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or
matter. For purposes of this Section 4(d) and without limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter, so long as
there has been no finding (either adjudicated or pursuant to Section 6) that Indemnitee did not act in Good Faith.


 


(e)               
Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness in any Proceeding, Indemnitee shall be indemnified
against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


(f)               
Assumption of Defense and Settlement. Notwithstanding any other provision of this Agreement, with respect
to any such Proceeding as to which the Indemnitee gives notice to the Company of the commencement thereof:


 


(1)              
the Company will be entitled to participate therein at its own expense;


 


(2)              
the Company, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense
thereof, with counsel satisfactory to the Indemnitee. If the Company assumes the defense of the Indemnitee, it shall notify the
Indemnitee, and after the Indemnitee receives such notice, the Company shall not be liable to the Indemnitee under this Agreement
for any Expenses incurred by the Indemnitee after the date such notice was received. The Indemnitee shall be entitled to employ
Indemnitee’s own counsel at Indemnitee’s own expense. Nevertheless, the Company shall pay for Indemnitee’s own
counsel if (1) the Company agrees to do the same, (2) the Indemnitee shall have reasonably concluded that there may be a conflict
of interest between the Company and the Indemnitee regarding the defense of such action, or (3) the Company shall not in fact have
employed counsel to assume the defense of the Proceeding. The Company shall not be entitled to assume the defense of any Proceeding
brought by or on behalf of the Company or as to which the Indemnitee shall have reasonably concluded that there may be a conflict
of interest between the Company and the Indemnitee regarding the defense of such Proceeding; and


 



    
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(3)              
the Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any
Proceeding unless the Company consents to such settlement. The Company shall not settle any Proceeding in any manner that would
impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the
Indemnitee will unreasonably withhold their consent to any proposed settlement.


 


(g)              
Contribution.


 


(1)              
Notwithstanding any other provision of this Agreement, if the indemnification provided for in this Section 4 for
any reason is held by a court of competent jurisdiction to be unavailable to Indemnitee in respect of any losses, claims, damages,
expenses or liabilities referred to therein, then the Company, in lieu of indemnifying Indemnitee thereunder, shall contribute
to the amount paid or payable by Indemnitee as a result of such losses, claims, damages, expenses or liabilities


 


(A)            
in such proportion as is appropriate to reflect the relative benefits received by the Company and Indemnitee; or


 


(B)             
if the allocation provided by clause (A) above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (A) above but also the relative fault of the Company and Indemnitee
in connection with the action or inaction which resulted in such losses, claims, damages, expenses or liabilities, as well as any
other relevant equitable considerations.


 


(2)              
In connection with the registration of the Company’s securities, the relative benefits received by the Company
and Indemnitee shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting
expenses) received by the Company and Indemnitee, in each case as set forth in the table on the cover page of the applicable prospectus,
bear to the aggregate public offering price of the securities so offered. The relative fault of the Company and Indemnitee shall
be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission
or alleged omission to state a material fact relates to information supplied by the Company or Indemnitee and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company
and Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 4(g) were determined by pro
rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations
referred to in the immediately preceding paragraph.


 



    
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(3)              
In connection with the registration of the Company’s securities, in no event shall Indemnitee be required to
contribute any amount under this Section 4(g) in excess of the lesser of:


 


(A)            
that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the proportion
of the total securities sold under such registration statement which is being sold by Indemnitee; or


 


(B)             
the proceeds received by Indemnitee from its sale of securities under such registration statement.


 


(4)              
Persons found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of
1933) shall only be entitled to contribution from any person who was found guilty of such fraudulent misrepresentation.


 


5.                 
Exceptions


 


Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:


 


(a)               
Claims Under Section 16(b). To indemnify Indemnitee for expenses and the payment of profits arising from the
purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Exchange Act of 1934 or any similar successor
statute; or


 


(b)              
Unlawful Indemnification. To indemnify Indemnitee if a final decision by a court having jurisdiction in the
matter shall determine that such indemnification is not lawful.


 


6.                 
Advancement of Expenses. Notwithstanding any provision to the contrary in Section 7, the Company shall advance
all reasonable Expenses which, by reason of Indemnitee’s Corporate Status, were incurred by or on behalf of Indemnitee in
connection with any Proceeding, within 20 days after the receipt by the Company of a statement or statements from Indemnitee requesting
such advance or advances, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably
evidence the Expenses incurred by Indemnitee and shall be preceded or accompanied by an undertaking by or on behalf of Indemnitee
to repay any Expenses if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses.
Any advance and undertakings to repay pursuant to this Section 6 shall be unsecured and interest free.


 


7.                 
Procedures for Determination of Entitlement to Indemnification.


 


(a)               
Initial Request. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a
written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and
is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the
Company shall promptly advise the Board in writing that Indemnitee has requested indemnification.


 



    
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(b)              
Method of Determination. A determination (if required by applicable law) with respect to Indemnitee’s
entitlement to indemnification shall be made as follows:


 


(1)              
if a Change in Control has occurred, unless Indemnitee shall request in writing that such determination be made in
accordance with clause (2) of this Section 7(b), the determination shall be made by Independent Counsel in a written opinion to
the Board, a copy of which shall be delivered to Indemnitee;


 


(2)              
if a Change of Control has not occurred, the determination shall be made by the Board by a majority vote of Disinterested
Directors, even though less than a quorum. In the event that there are no Disinterested Directors or if such Disinterested Directors
so direct, the determination shall be made by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered
to Indemnitee.


 


(c)               
Selection, Payment, Discharge, of Independent Counsel. In the event the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 7(b) of this Agreement, the Independent Counsel shall be selected, paid
and discharged in the following manner:


 


(1)              
If a Change of Control has not occurred, 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.


 


(2)              
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, in which event clause (1) of this Section 7(c) shall apply), and Indemnitee shall
give written notice to the Company advising it of the identity of the Independent Counsel so selected.


 


(3)              
Following the initial selection described in clauses (1) and (2) of this Section 7(c), Indemnitee or the Company,
as the case may be, may, within seven days after such written notice of selection has been given, 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 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.


 



    
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(4)              
Either the Company or Indemnitee may petition any court of competent jurisdiction if the parties have been unable
to agree on the selection of Independent Counsel within 20 days after submission by Indemnitee of a written request for indemnification
pursuant to Section 7(a) 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 7(b) of this Agreement.


 


(5)              
The Company shall pay any and all reasonable fees and expenses of Independent Counsel 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 7(c), regardless of the manner in which such Independent Counsel was selected or appointed.


 


(6)              
Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 9(c) 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).


 


(d)              
Cooperation. Indemnitee shall cooperate with the person, persons or entity making the determination with respect
to Indemnitee’s entitlement to indemnification under this Agreement, including providing to such person, persons or entity
upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure
and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including
attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such
determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification)
and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 


(e)               
Payment. If it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be
made within 10 days after such determination.


 


8.                 
Presumptions and Effect of Certain Proceedings.


 


(a)               
Burden of Proof. In making a determination with respect to entitlement to Indemnification hereunder, the person
or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement
if Indemnitee has submitted a request for indemnification in accordance with Section 7(a), and the Company shall have the burden
of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary
to that presumption.


 



    
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(b)              
Effect of Other Proceedings. The termination of any Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise
expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption
that Indemnitee did not act in Good Faith.


 


(c)               
Reliance as Safe Harbor. For purposes of any determination of Good Faith, Indemnitee shall be deemed to have
acted in Good Faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial
statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the
advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent
certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. The provisions
of this Section 8(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee
may be deemed to have met the applicable standard of conduct set forth in this Agreement.


 


(d)              
Actions of Others. The knowledge and/or actions, or failure to act, of any director, officer, agent or employee
of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


9.                 
Remedies of Indemnitee.


 


(a)               
Application. This Section 9 shall apply in the event of a Dispute. For purposes of this article, “Dispute”
shall mean any of the following events:


 


(1)              
a determination is made pursuant to Section 7 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement;


 


(2)              
advancement of Expenses is not timely made pursuant to Section 6 of this Agreement;


 


(3)              
if the determination of entitlement to be made pursuant to Section 7(b) of this Agreement is to be made by the Board
and the Board has not made such determination within 60 days after receipt by the Company of the request for indemnification;


 


(4)              
if the determination of entitlement to be made pursuant to Section 7(b) of this Agreement is to be made by Independent
Counsel and Independent Counsel has not made such determination within 90 days after receipt by the Company of the request for
indemnification;


 


(5)              
payment of indemnification is not made pursuant to Section 4(e) of this Agreement within 10 days after receipt by
the Company of a written request therefor; or


 



    
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(6)              
payment of indemnification is not made within 10 days after a determination has been made that Indemnitee is entitled
to indemnification or such determination is deemed to have been made pursuant to Section 7 of this Agreement.


 


(b)              
Adjudication. In the event of a Dispute, Indemnitee shall be entitled to an adjudication in an appropriate
court in the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification
or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted
by a single arbitrator pursuant to the rules of the American Arbitration Association. Indemnitee shall commence such proceeding
seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to
commence such proceeding pursuant to this Section 9(b). The Company shall not oppose Indemnitee’s right to seek any such
adjudication or award in arbitration.


 


(c)               
De Novo Review. In the event that a determination shall have been made pursuant to Section 7 of this Agreement
that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 9
shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced
by reason of that adverse determination. In any such proceeding or arbitration, the Company shall have the burden of proving that
Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.


 


(d)              
Company Bound. If a determination shall have been made or deemed to have been made pursuant to Section 7 of
this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial
proceeding or arbitration absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary
to make Indemnitee’s statement not materially misleading in connection with the request for indemnification or (ii) a prohibition
of such indemnification under applicable law.


 


(e)               
Procedures Valid. The Company shall be precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to this Section 9 that the procedures and presumptions of this Agreement are not valid, binding and enforceable
and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this
Agreement.


 


(f)               
Expenses of Adjudication. In the event that Indemnitee, pursuant to this Section 9, seeks a judicial adjudication
of or an award in arbitration to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement,
Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses
(of the types described in the definition of Expenses in this Agreement) actually and reasonably incurred by Indemnitee in such
adjudication or arbitration, but only if Indemnitee prevails therein. If it shall be determined in such adjudication or arbitration
that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses sought, the expenses
incurred by Indemnitee in connection with such adjudication or arbitration shall be appropriately prorated.


 



    
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10.             
Non-exclusivity, Insurance, Subrogation.


 


(a)               
Non-Exclusivity. The rights of indemnification and to receive advancement of Expenses as provided by this
Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law,
the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise.
No amendment, alteration, rescission or replacement of this Agreement or any provision hereof shall be effective as to Indemnitee
with respect to any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment,
alteration, rescission or replacement.


 


(b)              
Insurance. The Company may maintain an insurance policy or policies against liability arising out of this
Agreement or otherwise.


 


(c)               
Subrogation. In the event of any payment under this Agreement, the Company shall be subrogated to the extent
of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary
to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such
rights.


 


(d)              
No Duplicative Payment. The Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.


 


11.             
Miscellaneous Provisions.


 


(a)               
Entire Agreement. This Agreement contains the entire understanding between the parties hereto with respect
to the subject matter hereof and supersedes any prior understandings, agreements or representations, written or oral, relating
to the subject matter hereof.


 


(b)              
Counterparts. This Agreement may be executed in separate counterparts, each of which will be an original and
all of which taken together shall constitute one and the same agreement, and any party hereto may execute this Agreement by signing
any such counterpart.


 


(c)               
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as
to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable
under any applicable law or rule, the validity, legality and enforceability of the other provision of this Agreement will not be
affected or impaired thereby.


 



    
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(d)              
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, personal representatives and successors and assigns.


 


(e)               
Modification, Amendment, Waiver or Termination. No provision of this Agreement may be modified, amended, waived
or terminated except by an instrument in writing signed by the parties to this Agreement. No course of dealing between the parties
will modify, amend, waive or terminate any provision of this Agreement or any rights or obligations of any party under or by reason
of this Agreement.


 


(f)               
Notices. All notices, consents, requests, instructions, approvals or other communications provided for herein
shall be in writing and delivered by personal delivery, overnight courier, mail, electronic facsimile or e-mail addressed to the
receiving party at the address set forth herein. All such communications shall be effective when received.


 


If to the Company:


Sucampo Pharmaceuticals, Inc.

ATTN: General Counsel & Corporate Secretary


805 King Farm Blvd

Suite 550

Rockville, MD 20850


 


If to the Indemnitee:


[________________]


[________________]


[________________]


 


Any party may change the address
set forth above by notice to each other party given as provided herein.


 


(g)              
Headings. The headings and any table of contents contained in this Agreement are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement.


 


(h)              
Governing Law. ALL MATTERS RELATING TO THE INTERPRETATION, CONSTRUCTION, VALIDITY AND ENFORCEMENT OF THIS
AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PROVISIONS
THEREOF.


 


(i)                
Third-Party Benefit. Nothing in this Agreement, express or implied, is intended to confer upon any other person
any rights, remedies, obligations or liabilities of any nature whatsoever.


 


(j)                
Jurisdiction and Venue. THIS AGREEMENT MAY BE ENFORCED IN ANY FEDERAL COURT OR STATE COURT SITTING IN DELAWARE,
AND EACH PARTY CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUM IS NOT
CONVENIENT. IF ANY PARTY COMMENCES ANY ACTION UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP
CREATED BY THIS AGREEMENT IN ANOTHER JURISDICTION OR VENUE, ANY OTHER PARTY TO THIS AGREEMENT SHALL HAVE THE OPTION OF TRANSFERRING
THE CASE TO THE ABOVE-DESCRIBED VENUE OR JURISDICTION OR, IF SUCH TRANSFER CANNOT BE ACCOMPLISHED, TO HAVE SUCH CASE DISMISSED
WITHOUT PREJUDICE.


 



    
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(k)              
Remedies. The parties agree that money damages may not be an adequate remedy for any breach of the provisions
of this Agreement and that any party may, in its discretion, apply to any court of law or equity of competent jurisdiction for
specific performance and injunctive relief in order to enforce or prevent any violations this Agreement, and any party against
whom such proceeding is brought hereby waives the claim or defense that such party has an adequate remedy at law and agrees not
to raise the defense that the other party has an adequate remedy at law.


 


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IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date set forth in the first paragraph.


 




 


	 	SUCAMPO PHARMACEUTICALS, INC.
	 	 
	 	 
	 	By:	 
	 	 	 
	 	Name: Peter Greenleaf
	 	Its: Chairman & CEO
	 	 	 
	 	 	 
	 	INDEMNITEE
	 	 	 
	 	 	 
	 	 	 
	 	[________________]








 








 


 





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Executive Indemnification Agreement


 


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