Exhibit 10.44


 





SUCAMPO
PHARMACEUTICALS, INC. 


AMENDED
AND RESTATED


2006 EMPLOYEE
STOCK PURCHASE PLAN


 


ADOPTED
BY THE BOARD OF DIRECTORS: JUNE
5, 2006 


APPROVED
BY THE STOCKHOLDERS: SEPTEMBER 5, 2006 


AMENDMENT
AND RESTATEMENT APPROVED BY THE BOARD:
DECEMBER 8, 2016


 


		1.	GENERAL; PURPOSE. 



 


(a)               
The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may
be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to
Eligible Employees under an Employee Stock Purchase Plan.


 


(b)              
The Company, by means of the Plan, seeks to retain the services of such Employees, to secure and retain the services
of new Employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related
Corporations.


 


		2.	ADMINISTRATION. 



 


(a)               
The Board will administer the Plan. The Board may delegate administration of the Plan to a Committee or Committees,
as provided in Section 2(c).


 


(b)              
The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:


 


(i)                
To determine when and how Purchase Rights will be granted and the


 


provisions of each Offering (which need not be
identical).


 


(ii)              
To designate from time to time which Related Corporations will be


 


eligible to participate in the Plan.


 


(iii)            
To construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for
the administration of the Plan. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in
the Plan, in a manner and to the extent it deems necessary or expedient to make the Plan fully effective.


 


(iv)            
To settle all controversies regarding the Plan and Purchase Rights.


 


(v)              
To amend the Plan at any time as provided in Section 12.


 


(vi)            
To suspend or terminate the Plan at any time as provided in Section 12.


 






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(vii)          
Generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests
of the Company and its Related Corporations and to carry out the intent that the Plan be treated as an Employee Stock Purchase
Plan.


 


(viii)        
To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees
who are foreign nationals or employed outside the United States.


 


(c)               
The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration
is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore
possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee any of the
administrative powers the Committee is authorized to exercise (and references to the Board in this Plan and in any applicable Offering
Document will thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the Board. The Board may retain the authority to concurrently administer
the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. Whether or
not the Board has delegated administration of the Plan to a Committee, the Board will have the final power to determine all questions
of policy and expediency that may arise in the administration of the Plan.


 


(d)              
All determinations, interpretations and constructions made by the Board in good faith will not be subject to review
by any person and will be final, binding and conclusive on all persons.


 


		3.	SHARES OF COMMON STOCK
SUBJECT TO THE PLAN. 



 


(a)               
Subject to Section 11(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that
may be issued under the Plan will not exceed five hundred thousand (500,000) shares.


 


(b)              
If any Purchase Right terminates without having been exercised in full, the shares of Common Stock not purchased under
such Purchase Right will again become available for issuance under the Plan.


 


(c)               
The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares
repurchased by the Company on the open market.


 


		4.	GRANT OF PURCHASE RIGHTS;
OFFERING. 



 


(a)               
The Board may from time to time grant or provide for the grant of Purchase Rights to Eligible Employees under an Offering
(consisting of one or more Purchase Periods) on an Offering Date or Offering Dates selected by the Board. Each Offering will be
in such form and will contain such terms and conditions as the Board will deem appropriate and will comply with the requirement
of Section 423(b)(5) of the Code that all Employees granted Purchase Rights will have the same rights and privileges. The terms
and conditions of an Offering will be incorporated by reference into the Plan and treated as part of the Plan. The provisions of
separate Offerings need not be identical, but each Offering will include (through incorporation of the provisions of this Plan
by reference in the document comprising the Offering or otherwise) the period during which the Offering will be effective, which
period will not exceed twenty-seven (27) months beginning with the Offering Date, and the substance of the provisions contained
in Sections 5 through 8, inclusive.


 






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(b)              
If a Participant has more than one Purchase Right outstanding under the Plan, unless he or she otherwise indicates in
forms delivered to the Company: (i) each form will apply to all of his or her Purchase Rights under the Plan, and (ii) a Purchase
Right with a lower exercise price (or an earlier-granted Purchase Right, if different Purchase Rights have identical exercise prices)
will be exercised to the fullest possible extent before a Purchase Right with a higher exercise price (or a later-granted Purchase
Right if different Purchase Rights have identical exercise prices) will be exercised.


 


(c)               
The Board will have the discretion to structure an Offering so that if the Fair Market Value of a share of Common Stock
on any Purchase Date during an Offering is less than or equal to the Fair Market Value of a share of Common Stock on the Offering
Date for that Offering, then (i) that Offering will terminate immediately following the purchase of shares of Common Stock on such
Purchase Date, and (ii) the Participants in such terminated Offering will be automatically enrolled in a new Offering that begins
immediately after such Purchase Date.


 


		5.	ELIGIBILITY. 



 


(a)               
Purchase Rights may be granted only to Employees of the Company or, as the Board may designate in accordance with Section
2(b), to Employees of a Related Corporation. Except as provided in Section 5(b), an Employee will not be eligible to be granted
Purchase Rights unless, on the Offering Date, the Employee has been in the employ of the Company or the Related Corporation, as
the case may be, for such continuous period preceding such Offering Date as the Board may require, but in no event will the required
period of continuous employment be equal to or greater than two (2) years. In addition, the Board may provide that no Employee
will be eligible to be granted Purchase Rights unless, on the Offering Date, such Employee’s customary employment with the
Company or the Related Corporation is more than twenty (20) hours per week and more than five (5) months per calendar year or such
other criteria as the Board may determine consistent with Section 423 of the Code.


 


(b)              
The Board may provide that each person who, during the course of an Offering, first becomes an Eligible Employee will,
on a date or dates specified in the Offering which coincides with the day on which such person becomes an Eligible Employee or
which occurs thereafter, receive a Purchase Right under that Offering, which Purchase Right will thereafter be deemed to be a part
of that Offering. Such Purchase Right will have the same characteristics as any Purchase Rights originally granted under that Offering,
as described herein, except that:


 






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(i)                
the date on which such Purchase Right is granted will be the “Offering Date” of such Purchase Right for
all purposes, including determination of the exercise price of such Purchase Right;


 


(ii)              
the period of the Offering with respect to such Purchase Right will begin


on its Offering Date and end coincident with the
end of such Offering; and


 


(iii)            
the Board may provide that if such person first becomes an Eligible Employee within a specified period of time before
the end of the Offering, he or she will not receive any Purchase Right under that Offering.


 


(c)               
No Employee will be eligible for the grant of any Purchase Rights if, immediately after any such Purchase Rights are
granted, such Employee owns stock possessing five percent (5%) or more of the total combined voting power or value of all classes
of stock of the Company or of any Related Corporation. For purposes of this Section 5(c), the rules of Section 424(d) of the Code
will apply in determining the stock ownership of any Employee, and stock which such Employee may purchase under all outstanding
Purchase Rights and options will be treated as stock owned by such Employee.


 


(d)              
As specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights only if such Purchase
Rights, together with any other rights granted under all Employee Stock Purchase Plans of the Company and any Related Corporations,
do not permit such Eligible Employee’s rights to purchase stock of the Company or any Related Corporation to accrue at a
rate which exceeds twenty-five thousand dollars ($25,000) of Fair Market Value of such stock (determined at the time such rights
are granted, and which, with respect to the Plan, will be determined as of their respective Offering Dates) for each calendar year
in which such rights are outstanding at any time.


 


(e)               
Officers of the Company and any designated Related Corporation, if they are otherwise Eligible Employees, will be eligible
to participate in Offerings under the Plan. Notwithstanding the foregoing, the Board may provide in an Offering that Employees
who are highly compensated Employees within the meaning of Section 423(b)(4)(D) of the Code will not be eligible to participate.


 


		6.	PURCHASE RIGHTS; PURCHASE
PRICE. 



 


(a)               
On each Offering Date, each Eligible Employee, pursuant to an Offering made under the Plan, will be granted a Purchase
Right to purchase up to that number of shares of Common Stock purchasable either with a percentage or with a maximum dollar amount,
as designated by the Board, but in either case not exceeding fifteen percent (15%) of such Employee’s earnings (as defined
by the Board in each Offering) during the period that begins on the Offering Date (or such later date as the Board determines for
a particular Offering) and ends on the date stated in the Offering, which date will be no later than the end of the Offering.


 






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(b)              
The Board will establish one (1) or more Purchase Dates during an Offering on which Purchase Rights granted pursuant
to that Offering will be exercised and shares of Common Stock will be purchased in accordance with such Offering.


 


(c)               
In connection with each Offering made under the Plan, the Board may specify (i) a maximum number of shares of Common
Stock that may be purchased by any Participant pursuant to such Offering, (ii) a maximum number of shares of Common Stock that
may be purchased by any Participant on any Purchase Date pursuant to such Offering, (iii) a maximum aggregate number of shares
of Common Stock that may be purchased by all Participants pursuant to such Offering, and/or (iv) a maximum aggregate number of
shares of Common Stock that may be purchased by all Participants on any Purchase Date pursuant to such Offering. If the aggregate
purchase of shares of Common Stock issuable upon exercise of Purchase Rights granted under such Offering would exceed any such
maximum aggregate number, then, in the absence of any Board action otherwise, a pro rata (based on each Participant’s accumulated
Contributions) allocation of the shares of Common Stock available will be made in as nearly a uniform manner as will be practicable
and equitable.


 


(d)              
The purchase price of shares of Common Stock acquired pursuant to Purchase Rights will not be less than the lower of:


 


(i)                 an
amount equal to eighty-five percent (85%) of the Fair Market Value of the shares of Common Stock on the Offering Date; or


 


(ii)               an
amount equal to eighty-five percent (85%) of the Fair Market Value of the shares of Common Stock on the applicable Purchase
Date.


 


		7.	PARTICIPATION; WITHDRAWAL;
TERMINATION. 



 


(a)               
An Eligible Employee may elect to authorize payroll deductions as the means of making Contributions by completing and
delivering to the Company, within the time specified in the Offering, an enrollment form provided by the Company. The enrollment
form will specify the amount of Contributions not to exceed the maximum amount specified by the Board. Each Participant’s
Contributions will be credited to a bookkeeping account for such Participant under the Plan and will be deposited with the general
funds of the Company except where applicable law requires that Contributions be deposited with a third party. To the extent provided
in the Offering, a Participant may begin such Contributions on or after the Offering Date. To the extent provided in the Offering,
a Participant may thereafter decrease (including to zero) or increase his or her Contributions. To the extent specifically provided
in the Offering, in addition to or instead of making Contributions by payroll deductions, a Participant may make Contributions
through payment by cash or check prior to a Purchase Date.


 


(b)              
During an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the
Company a withdrawal form provided by the Company. The Company may impose a deadline before a Purchase Date for withdrawing. Upon
such withdrawal, such Participant’s Purchase Right in that Offering will immediately terminate and the Company will distribute
to such Participant all of his or her accumulated but unused Contributions without interest. A Participant’s withdrawal from
an Offering will have no effect upon his or her eligibility to participate in any other Offerings under the Plan, but such Participant
will be required to deliver a new enrollment form to participate in subsequent Offerings.


 






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(c)               
Purchase Rights granted pursuant to any Offering under the Plan will terminate immediately if the Participant either
(i) is no longer an Employee for any reason or for no reason (subject to any post-employment participation period required by law)
or (ii) is otherwise no longer eligible to participate. The Company will distribute to such individual all of his or her accumulated
but unused Contributions without interest.


 


(d)              
Purchase Rights will not be transferable by a Participant except by will, by the laws of descent and distribution, or,
if permitted by the Company, by a beneficiary designation as described in Section 10. During a Participant’s lifetime, Purchase
Rights will be exercisable only by such Participant.


 


(e)               
Unless otherwise specified in an Offering, the Company will have no obligation to pay interest on Contributions.


 


		8.	EXERCISE OF PURCHASE RIGHTS.




 


(a)               
On each Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of shares
of Common Stock, up to the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase
price specified in the Offering. No fractional shares will be issued upon the exercise of Purchase Rights unless specifically provided
for in the Offering.


 


(b)              
If any amount of accumulated Contributions remains in a Participant’s account after the purchase of shares of
Common Stock and such remaining amount is less than the amount required to purchase one (1) whole share of Common Stock on the
final Purchase Date of an Offering, then such remaining amount will be held in such Participant’s account for the purchase
of shares of Common Stock under the next Offering under the Plan, unless such Participant withdraws from or is not eligible to
participate in such next Offering, in which case such amount will be distributed to such Participant after the final Purchase Date
without interest. If the amount of Contributions remaining in a Participant’s account after the purchase of shares of Common
Stock is at least equal to the amount required to purchase one (1) whole share of Common Stock on the final Purchase Date of an
Offering, then such remaining amount will be distributed in full to such Participant after the final Purchase Date of such Offering
without interest.


 


(c)               
No Purchase Rights may be exercised to any extent unless the shares of Common Stock to be issued upon such exercise
under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance
with all applicable federal, state, foreign and other securities and other laws applicable to the Plan. If, on a Purchase Date,
the shares of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on
such Purchase Date, and the Purchase Date will be delayed until the shares of Common Stock are subject to such an effective registration
statement and the Plan is in such compliance, except that the Purchase Date will not be delayed more than twelve (12) months and
the Purchase Date will in no event be more than twenty-seven (27) months from the Offering Date. If, on the Purchase Date, as delayed
to the maximum extent permissible, the shares of Common Stock are not so registered or the Plan is not in such compliance, no Purchase
Rights will be exercised and all accumulated but unused Contributions will be distributed to the Participants without interest.


 






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		9.	COVENANTS OF THE COMPANY.




 


The Company will seek to obtain from each federal,
state, foreign or other regulatory commission or agency having jurisdiction over the Plan such authority as may be required to
grant Purchase Rights and issue and sell shares of Common Stock thereunder. If, after commercially reasonable efforts, the Company
is unable to obtain the authority that counsel for the Company deems necessary for the grant of Purchase Rights or the lawful issuance
and sale of Common Stock under the Plan, and at a commercially reasonable cost, the Company will be relieved from any liability
for failure to grant Purchase Rights and/or to issue and sell Common Stock upon exercise of such Purchase Rights.


 


		10.	DESIGNATION OF BENEFICIARY.




 


(a)               
The Company may, but is not obligated to, permit a Participant to submit a form designating a beneficiary who will receive
any shares of Common Stock and/or Contributions from the Participant’s account under the Plan if the Participant dies before
such shares and/or Contributions are delivered to the Participant. The Company may, but is not obligated to, permit the Participant
to change such designation of beneficiary. Any such designation and/or change must be on a form approved by the Company and in
compliance with applicable mandatory matrimonial and inheritance law provisions, if any.


 


(b)              
If a Participant dies, and in the absence of a valid beneficiary designation, the Company will deliver any shares of
Common Stock and/or Contributions to the executor or administrator of the estate of the Participant. If no executor or administrator
has been appointed (to the knowledge of the Company), the Company, in its sole discretion, may deliver such shares of Common Stock
and/or Contributions to the Participant’s spouse, dependents or relatives, or if no spouse, dependent or relative is known
to the Company, then to such other person as the Company may designate, subject to applicable mandatory matrimonial and inheritance
law provisions, if any.


 


		11.	ADJUSTMENTS UPON CHANGES IN
COMMON STOCK; CORPORATE
TRANSACTIONS. 



 


(a)               
In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es)
and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and number of securities subject
to, and the purchase price applicable to, outstanding Offerings and Purchase Rights; and (iii) the class(es) and number of securities
that are the subject of the purchase limits under each ongoing Offering. The Board will make these adjustments, and its determination
will be final, binding and conclusive.


 






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(b)              
In the event of a Corporate Transaction, (i) any surviving or acquiring corporation (or its parent company) may assume
or continue outstanding Purchase Rights or may substitute similar rights (including a right to acquire the same consideration paid
to the stockholders in the Corporate Transaction) for outstanding Purchase Rights, or (ii) if any surviving or acquiring corporation
(or its parent company) does not assume or continue outstanding Purchase Rights or does not substitute similar rights for outstanding
Purchase Rights, then the Participants’ accumulated Contributions will be used to purchase shares of Common Stock within
ten (10) business days prior to the Corporate Transaction under such Purchase Rights, and such Purchase Rights will terminate immediately
after such purchase.


 


		12.	AMENDMENT, SUSPENSION OR TERMINATION
OF THE PLAN. 



 


(a)               
The Board may amend the Plan at any time in any respect the Board deems necessary or advisable. However, except as provided
in Section 11(a) relating to Capitalization Adjustments, stockholder approval will be required for any amendment of the Plan for
which stockholder approval is required by applicable law or listing requirements, including any amendment that either (i) materially
increases the number of shares of Common Stock available for issuance under the Plan, (ii) materially expands the class of individuals
eligible to become Participants and receive Purchase Rights, (iii) materially increases the benefits accruing to Participants under
the Plan or materially reduces the price at which shares of Common Stock may be purchased under the Plan, (iv) materially extends
the term of the Plan, or (v) expands the types of awards available for issuance under the Plan, but in each of (i) through (v)
above only to the extent stockholder approval is required by applicable law or listing requirements.


 


(b)              
The Board may suspend or terminate the Plan at any time. No Purchase Rights may be granted under the Plan while the
Plan is suspended or after it is terminated.


 


(c)               
Any benefits, privileges, entitlements and obligations under any outstanding Purchase Rights granted before an amendment,
suspension or termination of the Plan will not be materially impaired by any such amendment, suspension or termination except (i)
with the consent of the person to whom such Purchase Rights were granted, (ii) as necessary to comply with any laws, listing requirements,
or governmental regulations (including, without limitation, the provisions of Section 423 of the Code and the regulations and other
interpretive guidance issued thereunder relating to Employee Stock Purchase Plans) including, without limitation, any such regulations
or other guidance that may be issued or amended after the Adoption Date, or (iii) as necessary to obtain or maintain favorable
tax, listing, or regulatory treatment. To be clear, the Board may amend outstanding Purchase Rights without a Participant’s
consent if such amendment is necessary to ensure that the Purchase Right and/or the Plan complies with the requirements of Section
423 of the Code.


 


Notwithstanding anything in the Plan or any Offering
Document to the contrary, the Board will be entitled to: (i) establish the exchange ratio applicable to amounts withheld in a currency
other than U.S. dollars; (ii) permit Contributions in excess of the amount designated by a Participant in order to adjust for mistakes
in the Company’s processing of properly completed Contribution elections; (iii) establish reasonable waiting and adjustment
periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each
Participant properly correspond with amounts withheld from the Participant’s Contributions; (iv) amend any outstanding Purchase
Rights or clarify any ambiguities regarding the terms of any Offering to enable the Purchase Rights to qualify under and/or comply
with Section 423 of the Code; and (v) establish other limitations or procedures as the Board determines in its sole discretion
advisable that are consistent with the Plan. The actions of the Board pursuant to this paragraph will not be considered to alter
or impair any Purchase Rights granted under an Offering as they are part of the initial terms of each Offering and the Purchase
Rights granted under each Offering.


 






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		13.	EFFECTIVE DATE OF PLAN.




 


The Plan will become effective on the
Effective Date.


 


		14.	MISCELLANEOUS PROVISIONS.




 


(a)               
Proceeds from the sale of shares of Common Stock pursuant to Purchase Rights will constitute general funds of the Company.


 


(b)              
A Participant will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares
of Common Stock subject to Purchase Rights unless and until the Participant’s shares of Common Stock acquired upon exercise
of Purchase Rights are recorded in the books of the Company (or its transfer agent).


 


(c)               
The Plan and Offering do not constitute an employment contract. Nothing in the Plan or in the Offering will in any way
alter the at will nature of a Participant’s employment or be deemed to create in any way whatsoever any obligation on the
part of any Participant to continue in the employ of the Company or a Related Corporation, or on the part of the Company or a Related
Corporation to continue the employment of a Participant. The grant of a Purchase Right is a fully discretionary benefit and does
not create any contractual or other right to any future grant of Purchase Rights or other benefits.


 


(d)              
The Company and/or any Related Corporation may withhold and/or deduct such amount and make such arrangements as it considers
necessary to meet any liability on taxation, pension or social security contributions in respect of the grant of a Purchase Right
in accordance with applicable local laws.


 


(e)               
The provisions of the Plan will be governed by the laws of the State of Delaware without resort to that state’s
conflicts of laws rules.


 


		15.	DEFINITIONS. 



 


As used in the Plan, the following definitions
will apply to the capitalized terms indicated below:


 






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(a)               
“Adoption Date” means December 8, 2016, which is the date the Plan, as amended and restated,
was adopted by the Compensation Committee of the Board.


 


(b)              
“Board” means the Board of Directors of the Company.


 


(c)               
“Capitalization Adjustment” means any change that is made in, or other events that occur with
respect to, the Common Stock subject to the Plan or subject to any Purchase Right after the Adoption Date without the receipt of
consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend,
dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend,
combination of shares, exchange of shares, change in corporate structure or other similar equity restructuring transaction, as
that term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor
thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization
Adjustment.


 


(d)              
“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations
and guidance thereunder. 


 


(e)               
“Committee” means a committee of one (1) or more members of the Board to whom authority has
been delegated by the Board in accordance with Section 2(c).


 


(f)                
“Common Stock” means the common stock of the Company.


 


(g)               
“Company” means Sucampo Pharmaceuticals, Inc., a Delaware corporation.


 


(h)              
“Contributions” means the payroll deductions and other additional payments specifically provided
for in the Offering that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional
payments into his or her account if specifically provided for in the Offering, and then only if the Participant has not already
had the maximum permitted amount withheld during the Offering through payroll deductions.


 


(i)                 
“Corporate Transaction” means the consummation, in a single transaction or in a series of
related transactions, of any one or more of the following events:


 


(i)                
a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated
assets of the Company and its Subsidiaries;


 


(ii)              
a sale or other disposition of at least fifty percent (50%) of the outstanding securities of the Company;


 


(iii)            
a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or


 


(iv)            
a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares
of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by
virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.


 






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(j)                
“Director” means a member of the Board.


 


(k)              
“Effective Date” means the effective date of this Plan document, which is the date of the
annual meeting of stockholders of the Company held in 2016, provided that this Plan is approved by the Company’s stockholders
at such meeting.


 


(l)                 
“Eligible Employee” means an Employee who, in the sole discretion of the Board, meets the
requirements set forth in the document(s) governing the Offering for eligibility to participate in the Offering, provided that
such Employee also meets the requirements for eligibility to participate set forth in the Plan.


 


(m)            
“Employee” means any person, including an Officer or Director, who is “employed”
for purposes of Section 423(b)(4) of the Code by the Company or a Related Corporation. However, service solely as a Director, or
payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan.


 


(n)              
“Employee Stock Purchase Plan” means a plan that grants Purchase Rights intended to be options
issued under an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Code.


 


(o)               
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.


 


(p)              
“Fair Market Value” means, as of any date, the value of the Common Stock determined as follows:


 


(i)                 If
the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a
share of Common Stock will be, unless otherwise determined by the Board, the closing sales price for such stock as quoted on
such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of
determination, as reported in a source the Board deems reliable.


 


(ii)               Unless
otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, the
Fair Market Value of a share of Common Stock will be the closing sales price for such stock on the last preceding date
for which such quotation exists.


 


(iii)            
In the absence of such markets for the Common Stock, the Fair Market Value of a share of Common Stock will be determined
by the Board in good faith in compliance with applicable laws and in a manner that complies with Section 409A of the Code.


 


(q)              
“Offering” means the grant to Eligible Employees of Purchase Rights, with the exercise of
those Purchase Rights automatically occurring at the end of one or more Purchase Periods. The terms and conditions of an Offering
will generally be set forth in the “Offering Document” approved by the Board for that Offering.


 






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(r)               
“Offering Date” means a date selected by the Board for an Offering to commence.


 


(s)                
“Officer” means a person who is an officer of the Company or a Related Corporation within
the meaning of Section 16 of the Exchange Act.


 


(t)                
“Participant” means an Eligible Employee who holds an outstanding Purchase Right.


 


(u)              
“Plan” means this Sucampo Pharmaceuticals, Inc. Amended and Restated 2006 Employee Stock Purchase
Plan.


 


(v)               
“Purchase Date” means one or more dates during an Offering selected by the Board on which
Purchase Rights will be exercised and on which purchases of shares of Common Stock will be carried out in accordance with such
Offering.


 


(w)             
“Purchase Period” means a period of time specified within an Offering, generally beginning
on the Offering Date or on the first Trading Day following a Purchase Date and ending on a Purchase Date. An Offering may consist
of one or more Purchase Periods.


 


(x)               
“Purchase Right” means an option to purchase shares of Common Stock granted pursuant to the
Plan.


 


(y)               
“Related Corporation” means any “parent corporation” or “subsidiary corporation”
of the Company whether now or subsequently established, as those terms are defined in Sections 424(e) and (f), respectively, of
the Code.


 


(z)               
“Securities Act” means the Securities Act of 1933, as amended.


 


(aa)           
“Subsidiary” means, with respect to the Company, (i) any corporation of which more than fifty
percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such
corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation will have or might have
voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii)
any partnership, limited liability company or other entity in which the Company has a direct or indirect interest (whether in the
form of voting or participation in profits or capital contribution) of more than fifty percent (50%). For purposes of the foregoing
clause (i), the Company will be deemed to “Own” or have “Owned” such securities if the Company, directly
or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes
the power to vote or to direct the voting, with respect to such securities.


 


(bb)          
“Trading Day” means any day on which the exchange(s) or market(s) on which shares of Common
Stock are listed (including, but not limited to, the NYSE, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq
Capital Market or any successors thereto) is open for trading.


 




 


 


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