EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (the "Agreement"), dated as of October
24, 2011, is hereby entered into in the State of Maryland by and between SUCAMPO
PHARMACEUTICALS, INC., a Delaware corporation (the "Company"), and Cary Claiborne ("Executive").


 


WHEREAS,
Executive has been the interim Chief Financial Officer of the Company since March 9, 2011;


 


WHEREAS, Executive possesses
certain skills, experience or expertise which will be of use to the Company;


 


WHEREAS, the parties acknowledge
that Executive's abilities and services are unique and will significantly enhance the business prospects of the Company; and


 


WHEREAS,
in light of the foregoing, the Company desires to employ Executive as the Chief Financial Officer as of October 17, 2011 (the
“Effective Date”) and Executive desires to obtain such employment.


 


NOW, THEREFORE, in consideration
of the promises and the mutual covenants and agreements herein contained, the Company and Executive hereby agree as follows:


 



    	 



    	 



    

Article
1. Employment Agreement


 


1.1Employment
and Duties


 


The Company offers and Executive hereby
accepts employment with the Company for the Term (as hereinafter defined) as its Chief Financial Officer, and in connection therewith,
to perform such duties as Executive shall reasonably be assigned by Executive's supervisor and/or by the Company's Board of Directors.
Executive hereby warrants and represents that Executive has no contractual commitments or other obligations to third parties inconsistent
with Executive's acceptance of this employment and performance of the obligations set forth in this Agreement. Executive shall
perform such duties and carry out Executive's responsibilities hereunder faithfully and to the best of Executive's ability, and
shall devote Executive's full business time and best efforts to the business and affairs of the Company during normal business
hours (exclusive of periods of vacation, sickness, disability, or other leaves to which Executive is entitled). Executive will
perform all of Executive's responsibilities in compliance with all applicable laws and will ensure that the operations that Executive
manages are in compliance with all applicable laws.


 


Article
2. Employment Term


 


2.1Term


 


The term of Executive's employment
hereunder (the "Term") shall be deemed to commence on the Effective Date and shall end on the second anniversary
of the Effective Date, unless sooner terminated as hereinafter provided; provided, however, that the Term shall be
automatically renewed and extended for an additional period of one (1) year on each anniversary thereafter unless either party
gives a Notice of Termination (as defined below) to the other party at least sixty (60) days prior to such anniversary.


 



    	 



    	 



    

2.2Survival
on Merger or Acquisition


 


In the event the Company is acquired
during the Term, or is the non-surviving party in a merger, or sells all or substantially all of its assets, this Agreement shall
not automatically be terminated, and the Company agrees to use its best efforts to ensure that the transferee or surviving company
shall assume and be bound by the provisions of this Agreement.


 


Article
3. Compensation and Benefits


 


3.1Compensation


 


(a)Base Salary.
The Company shall pay Executive a salary at an annual rate that is not less than Two Hundred and Ninety Four Thousand and no/100
dollars ($294,000.00), to be paid in bi-weekly installments, in arrears (the "Base Salary"). Thereafter, the Base
Salary will be reviewed by the Compensation Committee of the Board of Directors ("Compensation Committee") at
least annually, and the Committee's recommendation shall be reviewed and approved by the Board of Directors. The Base Salary may,
in the sole discretion of the Board of Directors, be increased, but not decreased (unless mutually agreed by Executive and the
Company).


 


(b)Stock Compensation.
At least annually for the Term of this Agreement, Executive shall be eligible for consideration to receive restricted stock grants,
incentive stock options or other awards in accordance with the 2006 Stock Incentive Plan. Recommendations concerning the decision
to make an award pursuant to that Plan and the amount of any award are entirely discretionary and shall be made initially by the
Compensation Committee, subject to review and approval by the Board of Directors. In the event that, during the Term (i) the Company
is acquired or is the non-surviving party in a merger, or (ii) the Company sells all or substantially all of its assets, or (iii)
in the event of the death of Executive, all unvested restricted stock awards and incentive stock options having previously been
awarded to Executive shall immediately vest and may be exercised in accordance with the terms of the Plan and the Executive's grant
award.


 



    	 



    	 



    

(c)Bonuses.
Executive shall be eligible to receive an annual bonus award in recognition of Executive's contributions to the success of the
Company pursuant to the Company's management incentive bonus program as it may be amended or modified from time to time. Recommendations
concerning the decision to make an award and the amount of any award are entirely discretionary and shall be made initially by
the Compensation Committee, subject to review and approval by the Board of Directors.


 


(d)Withholding
Taxes. All compensation due to Executive shall be paid subject to withholding by the Company to ensure compliance with all
applicable laws and regulations.


 


3.2Participation
in Benefit Plans


 


Executive shall be entitled to participate
in all employee benefit plans or programs of the Company offered to other employees to the extent that Executive's position, tenure,
salary, and other qualifications make Executive eligible to participate in accordance with the terms of such plans. The Company
does not guarantee the continuance of any particular employee benefit plan or program during the Term, and Executive's participation
in any such plan or program shall be subject to all terms, provisions, rules and regulations applicable thereto.


 



    	 



    	 



    

3.3Expenses


 


The Company will pay or reimburse Executive
for all reasonable and necessary out-of-pocket expenses incurred by Executive in the performance of Executive's duties under this
Agreement. Executive shall provide to the Company detailed and accurate records of such expenses for which payment or reimbursement
is sought, and Company payments shall be in accordance with the regular policies and procedures maintained by the Company from
time to time.


 


3.4Professional
Organizations


 


During the Term, Executive shall be
reimbursed by the Company for the annual dues payable for membership in professional societies associated with subject matter related
to the Company's interests. New memberships for which reimbursement will be sought shall be approved by the Company in advance.


 


3.5Parking





During the Term, the Company shall
either provide parking for Executive's automobile at the Company's expense or reimburse Executive for such expense.


 



    	 



    	 



    

Article
4. Termination of Employment


 


4.1Definitions


 


As used in Article 4 of this Agreement,
the following terms shall have the meaning set forth for each below:


 


(a)"Benefit
Period" shall mean the six (6) month period commencing on the Date
of Termination which occurs in connection with a termination of employment described in the first sentence of Section 4.4(a), or
a period ending when Executive becomes eligible for group medical benefits coverage from another source, whichever is shorter.


 


(b)"Cause"
shall mean any of the following:


 


(i)the gross neglect
or willful failure or refusal of Executive to perform Executive's duties hereunder (other than as a result of Executive's death
or Disability);


 


(ii)perpetration
of an intentional and knowing fraud against or affecting the Company or any customer, supplier, client, agent or employee thereof;


 


(iii)any willful
or intentional act that could reasonably be expected to injure the reputation, financial condition, business or business relationships
of the Company or Executive's reputation or business relationships;


 



    	 



    	 



    

(iv)conviction (including
conviction on a nolo contendere plea) of a felony or any crime involving fraud, dishonesty or moral turpitude;


 


(v)the material
breach by Executive of this Agreement (including, without limitation, the Employment Covenants set forth in Article 5 of this Agreement);
or


 


(vi)the failure
or continued refusal to carry out the directives of Executive's supervisor or the Board of Directors that are consistent with Executive's
duties and responsibilities under this Agreement which is not cured within thirty (30) days after receipt of written notice from
the Company specifying the nature of such failure or refusal; provided, however, that Cause shall not exist if such
refusal arises from Executive's reasonable, good faith belief that such failure or refusal is required by law.


 


(c)"Date
of Termination" shall mean the date specified in the Notice of Termination (as hereinafter defined) (except in the case
of Executive's death, in which case the Date of Termination shall be the date of death); provided, however, that
if Executive's employment is terminated by the Company other than for Cause, the date specified in the Notice of Termination shall
be at least thirty (30) days from the date the Notice of Termination is given to Executive.


 


(d)"Notice
of Termination" shall mean a written notice from the Company to Executive that indicates Section 2 or the specific provision
of Section 4 of this Agreement relied upon as the reason for such termination or nonrenewal, the Date of Termination, and, in the
case of termination or non-renewal by the Company for Cause, in reasonable detail, the facts and circumstances claimed to provide
a basis for termination or nonrenewal.


 



    	 



    	 



    

(e)"Good
Reason" shall mean:


 


(i)Company effects
a material diminution of Executive's position, authority or duties;


 


(ii)any requirement
that Executive, without his/her consent, move his/her regular office to a location more than fifty (50) miles from Company's executive
offices;


 


(iii)the material
failure by Company, or its successor, if any, to pay compensation or provide benefits or perquisites to Executive as and when required
by the terms of this Agreement; or


 


(iv)any material
breach by Company of this Agreement.


 


The Executive shall have Good
Reason to terminate Executive's employment if (i) within twenty-one (21) days following Executive's actual knowledge of the event
which Executive determines constitutes Good Reason, Executive notifies the Company in writing that Executive has determined a Good
Reason exists and specifies the event creating Good Reason, and (ii) following receipt of such notice, the Company fails to remedy
such event within twenty-one (21) days. If either condition is not met, Executive shall not have a Good Reason to terminate Executive's
employment.


 


(f)"Change
in Control" shall mean:


 



    	 



    	 



    

(i)the acquisition
by any person of beneficial ownership of fifty percent (50%) or more of the outstanding shares of the Company's voting securities;
or


 


(ii)the Company
is the non-surviving party in a merger; or


 


(iii)the Company
sells all or substantially all of its assets; provided, however, that no "Change in Control" shall be deemed to have
occurred merely as the result of a refinancing by the Company or as a result of the Company's insolvency or the appointment of
a conservator; or


 


(iv)the Compensation
Committee of the Company, in its sole and absolute discretion determines that there has been a sufficient change in the share ownership
or ownership of the voting power of the Company's voting securities to constitute a change of effective ownership or control of
the Company.


 


4.2Termination
Upon Death or Disability


 


This Agreement and Executive's employment
hereunder, shall terminate automatically and without the necessity of any action on the part of the Company upon the death of Executive.
In addition, if at any time during the Term, Executive shall become physically or mentally disabled (as determined by an independent
physician competent to assess the condition at issue), whether totally or partially, so that Executive is unable substantially
to perform Executive's duties and services hereunder, with or without reasonable accommodation, for either (i) a period of sixty
(60) consecutive calendar days, or (ii) ninety (90) consecutive or non-consecutive calendar days during any consecutive five (5)
month period (the "Disability Date"), the Company may terminate this Agreement and Executive's employment hereunder by
written notice to Executive after the Disability Date (but before Executive has recovered from such disability).


 



    	 



    	 



    

4.3Company's
and Executive's Right to Terminate


 


This Agreement and Executive's employment
hereunder may be terminated at any time by the Company for Cause or, if without Cause, upon thirty (30) days prior written notice
to Executive. In the event the Company should give Executive notice of termination without Cause, the Company may, at its option,
elect to provide Executive with thirty (30) days' salary in lieu of Executive's continued active employment during the notice period.
This Agreement and Executive's employment hereunder may be terminated by Executive at any time for Good Reason and, if without
Good Reason, upon thirty (30) days prior written notice to the Company.


 


4.4Compensation
Upon Termination


 


(a)Severance.
In the event the Company terminates Executive’s employment without Cause
or pursuant to Section 4.2 due to the disability of Executive, or elects not to renew this Agreement under circumstances
where Executive is willing and able to execute a new agreement providing terms and conditions substantially similar to those in
this Agreement, or in the event Executive terminates employment
for Good Reason, Executive shall be entitled to receive: (i) Executive's Base Salary through the Date of Termination, (ii) reimbursement
of any COBRA continuation premium payments made by Executive for the Benefit Period, and (iii) a lump sum severance payment equal
to six (6) months of
Executive's then current Base Salary to be made not later than ten (10) business days following the expiration of the revocation
period in Executive's Release (as provided in Section 4.4(c) below) without any revocation having occurred. Notwithstanding the
foregoing, the Company shall, to the extent necessary and only to the extent necessary, modify the timing of delivery of severance
benefits to Executive if the Company reasonably determines that the timing would subject the severance benefits to any additional
tax or interest assessed under Section 409A of the Internal Revenue Code. In such event, the payments will be made as soon as practicable
without causing the severance benefits to trigger such additional tax or interest under Section 409A of the Internal Revenue Code.
In the event this Agreement is terminated (or not renewed) for any reason other than by the Company without Cause or pursuant to
Section 4.2 due to the disability of Executive or by Executive for Good Reason, Executive shall not be entitled to the continuation
of any compensation, bonuses or benefits provided hereunder, or any other payments following the Date of Termination, other than
Base Salary earned through such Date of Termination. 


 



    	 



    	 



    

(b)Change in
Control. In the event that Executive is terminated other than for "Cause" within eighteen (18) months following the
occurrence of a "Change in Control" of the Company, then Executive shall be entitled to a severance payment in an amount
that is two (2) times the amount specified in Section 4.4(a), clause (iii) above (the "Change in Control Severance Payment").
In the event that Executive shall become entitled to a Change in Control Severance Payment as provided herein, the Company shall
cause its independent auditors promptly to review, at the Company's sole expense, the applicability to those payments of Sections
280G and 4999 of the Internal Revenue Code of 1986, as amended (the "Code"). If the auditors determine that any payment
of the Change in Control Severance Payment would be subject to the excise tax imposed by Section 4999 of the Code or any interest
or penalties with respect to such excise tax, then such payment owed to Executive shall be reduced by an amount calculated to provide
to Executive the maximum Change in Control Severance Payment which will not trigger application of Sections 280G and 4999 of the
Code.


 



    	 



    	 



    

(c)Release.
Anything to the contrary contained herein notwithstanding, as a condition to Executive receiving severance benefits to be paid
pursuant to this Section 4.4, Executive shall execute and deliver to the Company a general release in the form attached hereto
as Exhibit A. The Company shall have no obligation to provide any severance benefits to Executive until it has received the general
release from Executive and any revocation or rescission period applicable to the Release shall have expired without revocation
or rescission.


 


Article
5. Employment Covenants


 


5.1Definitions



 


As
used in this Article 5 of the Agreement, the following terms shall have the meaning set forth for each below:


 


(a)"Affiliate"
shall mean a person or entity that directly or indirectly through one or more intermediaries, controls or is controlled by, or
under common control with another person or entity, including current and former directors and officers of such an entity.


 



    	 



    	 



    

(b)"Confidential
Information" shall mean all confidential and proprietary information of the Company, its Predecessors and Affiliates,
whether in written, oral, electronic or other form, including but not limited to trade secrets; technical, scientific or business
information; processes; works of authorship; Inventions; discoveries; developments; systems; chemical compounds; computer programs;
code; algorithms; formulae; methods; ideas; test data; know how; functional and technical specifications; designs; drawings; passwords;
analyses; business plans; information regarding actual or demonstrably anticipated business, research or development; marketing,
sales and pricing strategies; and information regarding the Company's current and prospective consultants, customers, licensors,
licensees, investors and personnel, including their names, addresses, duties and other personal characteristics. Confidential Information
does not include information that (i) is in the public domain, other than as a result of an act of misappropriation or breach of
an obligation of confidentiality by any person; (ii) Executive can verify by written records kept in the ordinary course of business
was in Executive's lawful possession prior to its disclosure to Executive; (iii) is received by Executive from a third party without
a breach of an obligation of confidentiality owed by the third party to the Company and without the requirement that Executive
keep such information confidential; or (iv) Executive is required to disclose by applicable law, regulation or order of a governmental
agency or a court of competent jurisdiction. If Executive is required to make disclosure pursuant to clause (iv) of the preceding
sentence as a result of the issuance of a court order or other government process, Executive shall (a) promptly, but in no event
more than 72 hours after learning of such court order or other government process, notify, pursuant to Section 6.1 below, the Company;
(b) at the Company's expense, take all reasonable necessary steps requested by the Company to defend against the enforcement of
such court order or other government process, and permit the Company to intervene and participate with counsel of its choice in
any proceeding relating to the enforcement thereof; and (c) if such compelled disclosure is required, Executive shall disclose
only that portion of the Confidential Information that is necessary to meet the minimum legal requirement imposed on Executive.


 



    	 



    	 



    

(c)"Executive
Work Product" shall mean all Confidential Information and Inventions conceived of, created, developed or prepared by Executive
(whether individually or jointly with others) before or during Executive's employment with the Company, during or outside of working
hours, which relate in any manner to the actual or demonstrably anticipated business, research or development of the Company, or
result from or are suggested by any task assigned to Executive or any work performed by Executive for or on behalf of the Company
or any of its Affiliates.


 


(d)"Invention"
shall mean any apparatus, biological processes, cell line, chemical compound, creation, data, development, design, discovery, formula,
idea, improvement, innovation, know-how, laboratory notebook, manuscript, process or technique, whether or not patentable or protectable
by copyright, or other intellectual property in any form.


 


(e)"Predecessor"
shall mean an entity, the major portion of the business and assets of which was acquired by another entity in a single transaction
or in a series of related transactions.


 


(f)"Trade
Secrets," as used in this Agreement, will be given its broadest possible interpretation under the law applicable to this
Agreement.


 



    	 



    	 



    

5.2Nondisclosure
and Nonuse 


 


Executive acknowledges that prior to
and during Executive's employment with the Company, Executive had and will have occasion to create, produce, obtain, gain access
to or otherwise acquire, whether individually or jointly with others, Confidential Information. Accordingly, during the term of
Executive's employment with the Company and at all times thereafter, Executive shall keep secret and shall not, except for the
Company's benefit, disclose or otherwise make available to any person or entity or use, reproduce or commercialize, any Confidential
Information, unless specifically authorized in advance by the Company in writing.


 


5.3Other
Confidentiality Obligations 


 


Executive acknowledges that the Company
may, from time to time, have agreements with other persons or entities or with the U.S. Government or governments of other countries,
or agencies thereof, which impose confidentiality obligations or other restrictions on the Company. Executive hereby agrees to
be bound by all such obligations and restrictions and shall take all actions necessary to discharge the obligations of the Company
thereunder, including, without limitation, signing any confidentiality or other agreements required by such third parties.


 


5.4Return
of Confidential Information 


 


At any time during Executive's employment
with the Company, upon the Company's request, and in the event of Executive's termination of employment with the Company for any
reason whatsoever, Executive shall immediately surrender and deliver to the Company all records, materials, notes, equipment, drawings,
documents and data of any nature or medium, and all copies thereof, relating to any Confidential Information (collectively the
"the Company Materials") which is in Executive's possession or under Executive's control. Executive shall not remove
any of the Company Materials from the Company's business premises or deliver any of the Company Materials to any person or entity
outside of the Company, except as required in connection with Executive's duties of employment. In the event of the termination
of Executive's employment for any reason whatsoever, Executive shall promptly sign and deliver to the Company a Termination Certificate
in the form of Exhibit B attached hereto.


 



    	 



    	 



    

5.5Confidential
Information of Others 


 


Executive represents that Executive's
performance of all the terms of this Agreement and Executive's employment with the Company do not and will not breach any agreement
to keep in confidence proprietary information, knowledge or data with regard to which Executive has obligations of confidentiality
or nonuse, and Executive shall not disclose to the Company or cause the Company to use any such confidential proprietary information,
knowledge or data belonging to any previous employer of Executive or other person. Executive represents that Executive has not
brought and will not bring to the Company or use at the Company any confidential materials or documents of any former employer
or other person that are not generally available to the public, unless express written authorization for their possession and use
has been obtained from such former employer or other person. Executive agrees not to enter into any agreement, whether written
or oral, that conflicts with these obligations.


 


5.6Other
Obligations 


 


The terms of this Section 5 are in
addition to, and not in lieu of, any statutory or other contractual or legal obligation to which Executive may be subject relating
to the protection of Confidential Information.


 



    	 



    	 



    

5.7Assignment
of Confidential Information and Inventions; Works Made for Hire


 


Executive hereby assigns to the Company
all right, title and interest in all intellectual property, including any patent applications, trade secrets, know how, copyrights,
software, or trademarks associated with the Executive Work Product and Confidential Information. Executive hereby acknowledges
and agrees that all Executive Work Product subject to copyright protection constitutes "work made for hire" under United
States copyright laws (17 U.S.C. § 101) and is owned exclusively by the Company. To the extent that title to any Executive
Work Product subject to copyright protection does not constitute a "work for hire," and to the extent title to any other
Executive Work Product does not, by operation of law or otherwise, vest in the Company, all right, title, and interest therein,
including, without limitation, all copyrights, patents and trade secrets, and all copyrightable or patentable subject matter, are
hereby irrevocably assigned to the Company. Executive shall promptly disclose to the Company in writing all Executive Work Product.
Executive shall, without any additional compensation, execute and deliver all documents or instruments and give the Company all
assistance it requires to transfer all right, title, and interest in any Executive Work Product to the Company; to vest in the
Company good, valid and marketable title to such Executive Work Product; to perfect, by registration or otherwise, trademark, copyright
and patent protection of the Company with respect to such Executive Work Product; and otherwise to protect the Company's trade
secret and proprietary interest in such Executive Work Product. Executive hereby irrevocably designates and appoints the Company
and its duly authorized officers and agents as Executive's agents and attorneys-in-fact to act for and on Executive's behalf, and
to execute and file any documents and to do all other lawfully permitted acts to further the purposes of this Section 5.7 with
the same legal force and effect as if executed by Executive.


 



    	 



    	 



    

5.8Representations



 


Executive represents that, to the best
of his or her knowledge, none of the Inventions will violate or infringe upon any right, patent, copyright, trademark or right
of privacy, or constitute libel or slander against or violate any other rights of any person, firm or corporation, and that Executive
will not knowingly create any Invention which causes any such violation.


 


5.9Inventions,
Intellectual Property and Equipment Not Transferred 


 


Executive has set forth on Exhibit
C attached hereto a complete list and brief description of all Inventions, intellectual property and equipment located at the Company
which is owned directly or indirectly by Executive and which shall not be transferred to the Company pursuant to this Agreement.
Except as so listed, Executive agrees that he or she will not assert any rights under any intellectual property as having been
made or acquired by Executive prior to being employed by the Company. The Company may, at its discretion, require detailed disclosures
and materials demonstrating ownership of the intellectual property so listed.


 


5.10Exclusivity
of Employment


 


During the Term, and without prior
approval of the Board of Directors, Executive shall not directly or indirectly engage in any activity competitive with or adverse
to the Company's business or welfare or render a material level of services of a business, professional or commercial nature to
any other person or firm, whether for compensation or otherwise.


 


5.11Covenant
Not to Compete


 


Executive agrees to be bound and abide
by the following covenant not to compete:


 



    	 



    	 



    

(a)Term and
Scope. During Executive's employment with the Company and for a period of twelve (12) months after the Term, Executive will
not render to any Conflicting Organization (as hereinafter defined), services, directly or indirectly, anywhere in the world in
connection with any Conflicting Product (as hereunder defined), except that Executive may accept employment with a Conflicting
Organization whose business is diversified (and which has separate and distinct divisions) if Executive first certifies to the
Company in writing that such prospective employer is a separate and distinct division of the Conflicting Organization and that
Executive will not render services directly or indirectly in respect of any Conflicting Product. Such twelve (12) month time period
shall be tolled during any period that Executive is engaged in activity in violation of this covenant.


 


(b)Judicial
Construction. Executive and the Company agree that, if the period of time or the scope of this Covenant Not to Compete shall
be adjudged unreasonably overbroad in any court proceeding, then the period of time and/or scope shall be modified accordingly,
so that this covenant may be enforced with respect to such services or geographic areas and during such period of time as is judged
by the court to be reasonable.


 


(c)Definitions.
For purposes of this Agreement, the following terms shall have the following meanings:


 


"Conflicting Product"
means any product, method or process, system or service of any person or organization other than the Company that is the same as,
similar to or interchangeable with any product, method or process, system or service that was provided or under development by
the Company or any of its Affiliates at the time Executive's employment with the Company terminates, or about which Executive acquired
any Confidential Information or developed any Executive Work Product.


 



    	 



    	 



    

"Conflicting Organization"
means any person or organization which is engaged in research on or development, production, marketing, licensing, selling or servicing
of any Conflicting Product.


 


5.12Non-Solicitation


 


For a period of twelve (12) months
after termination of employment with the Company for any reason, Executive shall not directly or indirectly solicit or hire, or
assist any other person in soliciting or hiring, any person employed by the Company (as of the date of Executive's termination)
or any person who, as of the date of Executive's termination, was in the process of being recruited by the Company, or induce any
such employee to terminate his or her employment with the Company.


 


5.13Judicial
Enforcement


 


In the event of a breach or violation
of any provision of this Article 5 by Executive, the parties agree that, in addition to any other remedies it may have, the Company
shall be entitled to equitable relief for specific performance, and Executive hereby agrees and acknowledges that the Company has
no adequate remedy at law for the breach of the employment covenants contained herein.


 



    	 



    	 



    

Article
6. Miscellaneous


 


6.1Notices


 


All notices or other communications
which are required or permitted hereunder shall be deemed to be sufficient if contained in a written instrument given by personal
delivery, air courier or registered or certified mail, postage prepaid, return receipt requested, addressed to such party at the
address set forth below or such other address as may thereafter be designated in a written notice from such party to the other
party:





	 	To Company:	Sucampo Pharmaceuticals, Inc.
	 	 	4520 East West Highway, Third Floor
	 	 	Bethesda, Maryland 20814
	 	 	Attention:  Chief Executive Officer
	 	 	 
	 	To Executive:	Cary Claiborne
	 	 	3056 Seneca Chief Trail
	 	 	Ellicott City, Maryland 21042







All such notices, advances and communications shall be
deemed to have been delivered and received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case
of air courier, on the business day after the date when sent and (iii) in the case of mailing, on the third business day following
such mailing.


 


6.2Headings


 


The headings of the articles and sections
of this Agreement are inserted for convenience only and shall not be deemed a part of or affect the construction or interpretation
of any provision hereof.


 



    	 



    	 



    

6.3Modifications;
Waiver


 


No modification of any provision of
this Agreement or waiver of any right or remedy herein provided shall be effective for any purpose unless specifically set forth
in a writing signed by the party to be bound thereby. No waiver of any right or remedy in respect of any occurrence or event on
one occasion shall be deemed a waiver of such right or remedy in respect of such occurrence or event on any other occasion.


 


6.4Entire
Agreement


 


This
Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all other agreements,
oral or written, heretofore made with respect thereto including, without limitation, the offer letter between Executive and the
Company dated October 18, 2011.


 


6.5Severability


 


Any provision of this Agreement that
may be prohibited by, or unlawful or unenforceable under, any applicable law of any jurisdiction shall, as to such jurisdiction,
be ineffective without affecting any other provision hereof. To the full extent, however, that the provisions of such applicable
law may be waived, they are hereby waived, to the end that this Agreement be deemed to be a valid and binding agreement enforceable
in accordance with its terms.


 


6.6Controlling
Law


 


This Agreement has been entered into
by the parties in the State of Maryland and shall be continued and enforced in accordance with the laws of Maryland.


 



    	 



    	 



    

6.7Arbitration


 


Any controversy, claim, or breach arising
out of or relating to this Agreement or the breach thereof shall be settled by arbitration in the State of Maryland in accordance
with the rules of the American Arbitration Association for commercial disputes and the judgment upon the award rendered shall be
entered by consent in any court having jurisdiction thereof; provided, however, that this provision shall not preclude
the Company from seeking injunctive or similar relief from the courts to enforce its rights under the Employment Covenants set
forth in Article 5 of this Agreement. It is understood and agreed that, in the event the Company gives notice to Executive of termination
for Cause and it should be finally determined in a subsequent arbitration that Executive's termination was not for Cause as defined
in this Agreement, then the remedy awarded to Executive shall be limited to such compensation and benefits as Executive would have
received in the event of Executive's termination other than for Cause at the same time as the original termination.


 


6.8Assignments


 


Subject to obtaining Executive's prior
approval, which shall not be unreasonably withheld or delayed, the Company shall have the right to assign this Agreement and to
delegate all rights, duties and obligations hereunder to any entity that controls the Company, that the Company controls or that
may be the result of the merger, consolidation, acquisition or reorganization of the Company and another entity. Executive agrees
that this Agreement is personal to Executive and Executive's rights and interest hereunder may not be assigned, nor may Executive's
obligations and duties hereunder be delegated (except as to delegation in the normal course of operation of the Company), and any
attempted assignment or delegation in violation of this provision shall be void.


 



    	 



    	 



    

6.9Read
and Understood


 


Executive has read this Agreement carefully
and understands each of its terms and conditions. Executive has sought independent legal counsel of Executive's choice to the extent
Executive deemed such advice necessary in connection with the review and execution of this Agreement.


 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first indicated above.


 





SUCAMPO PHARMACEUTICALS,
INC.





By: _______________________________


        Dr. Ryuji Ueno, Chairman, Chief 

Executive Officer and Chief Scientific Officer


 


 


 


 


 


____________________________________

Cary Claiborne