Exhibit 10.2


 





SEPARATION AGREEMENT AND RELEASES


 


This Separation Agreement
and Releases ("Separation Agreement") is made and entered into as of June 6, 2017, by and between Matthias Alder
(hereinafter "Executive") and Sucampo Pharmaceuticals, Inc. ("SPI"), a corporation organized under the
laws of the State of Delaware, and its affiliates (hereinafter collectively referred to as the "Company").


 


WHEREAS, Executive
and SPI are parties to an Employment Agreement dated as of October 21, 2014 (hereinafter, the "Employment Agreement");


 


WHEREAS, Executive
and Company intend to settle any and all claims that Executive may have against Company as a result of any act, occurrence, decision,
event or omission occurring at any time prior to the signing of this Separation Agreement, including, but not limited to, any matter
or fact arising out of Executive's employment with SPI, compensation during the employment, the termination of Executive's employment,
or the events giving rise to the Employment Agreement or this Separation Agreement;


 


WHEREAS, the
parties have had extensive negotiations concerning the terms and conditions of the Executive's separation arrangement from the
Company, and they have agreed upon such terms and conditions as set forth in this Separation Agreement;


 


NOW, THEREFORE,
in consideration of the severance payments and benefits, obligations and covenants all contained herein, the parties agree
as follows:


 


1.                 
Termination of Employment. Executive's
last day of employment with the Company is June 30, 2017 (the “Separation Date”). After that date, Executive shall
have no role or relationship with or obligation to the Company except as set forth in this Separation Agreement.


 






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2.                 
Separation Agreement.


 


A.               
Executive understands that any payments or benefits paid or granted to him pursuant to this Separation Agreement represent
consideration for signing this Separation Agreement and are not salary, wages or benefits to which Executive was already entitled.
Executive understands that, in light of the circumstances surrounding his employment with the Company, the Company and Executive
agreed to terminate the Employment Agreement, but in consideration for Executive's execution of this Separation Agreement, the
Company has agreed to provide Executive with payment and benefits in excess of the payments and benefits described in the Employment
Agreement for such termination. Executive understands that he shall not receive any payments or benefits from the Company unless
(a) he executes this Separation Agreement and does not revoke it within the time period permitted herein, and (b) he complies with
all obligations in this Separation Agreement and does not breach it. Pursuant to the terms of this Separation Agreement, Executive
shall receive the following benefits:


 


		a.	a
lump sum severance payment of $420,842.16, less all taxes and withholdings, to be made by no later than ten (10) business days
following the execution of Exhibits A and B in accordance with Section 9 of this Separation Agreement without any
revocation having occurred; and



 

		b.	in the event Executive elects COBRA, the COBRA
continuation premium payments shall be made by the Company during the twelve (12) month 

period following the termination date; and



 



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		c.	payment for Executive’s accrued and unused
PTO through June 30, 2017, which amounts to $40,464, 03; and



 

		d.	full vesting of Executive’s unvested
equity incentive awards listed in Exhibit C. Notwithstanding any provisions to the contrary in the award agreements or plan
documents relating to such equity incentive awards, the right to exercise any equity option shall terminate six months after the
Separation Date (to allow the Employee appropriate time to exercise as he may be prevented from trading as a result of a mandatory
trading blackout); and



 

		e.	payment of the Executive’s target bonus
for 2017 prorated for the time of service (i.e. 6 months), which amounts to $121,413.00.



 

3.                 
Release of Claims by Executive.


 


A.       Executive
and the Company intend to settle any and all claims that Executive may have against the Company as a result of the hiring of Executive,
Executive's employment, Executive's compensation while employed, and the termination of Executive's employment. Executive agrees
that in exchange for SPI's promises in the Agreement and in exchange for the separation pay and benefits to be paid to Executive
as described in the Agreement, Executive, on behalf of Executive and Executive's heirs, successors and assigns, hereby releases
and forever discharges the Company, its predecessors, successors, and assigns, and their respective boards of directors, board
committees, officers, directors, shareholders, agents, employees, and insurers (the "Released Parties"), from all liability
for damages and from all claims that Executive may have against the Released Parties arising from or relating to the hiring of
Executive, Executive's compensation while employed, Executive's employment, the termination of Executive's employment, and any
other actions, decisions, alleged omissions, or events occurring on or prior to the signing of this Separation Agreement.


 



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B.                
Executive understands and agrees that Executive's release of claims in this Separation Agreement includes, but is not limited
to, any claims Executive may have under Title VII of the Federal Civil Rights Act of 1964, as amended; the Americans with Disabilities
Act, the Equal Pay Act, the Fair Labor Standards Act, the Employee Retirement and Income Security Act, the Age Discrimination in
Employment Act, the Family and Medical Leave Act, the Maryland Fair Employment Practices Statute (formerly referred to as Article
49 B) - MD. Code Ann., State Gov't § 20-601 et seq.; Maryland Lily Ledbetter Civil Rights Restoration Act - MD. Code Ann.,
State Gov't § 20-607 (b); Maryland Equal Pay Law- MD. Code Ann., Lab. & Emp. § 3-301 et seq.; Maryland Wage Payment
and Collection Law - MD. Code Ann., Lab. & Emp. § 3-501 et seq.; Maryland Wage Hour Law - MD. Code Ann., Lab. & Emp.
§ 3-401 et seq.; Maryland Worker's Compensation Act - MD. Code Ann., Lab. & Emp. § 9-101 et seq.; Maryland Occupational
Safety and Health Law - MD. Code Aim., Lab. & Emp. § 5-101 et seq. or any other federal, state, or local statute, ordinance,
or law.


 


C.                
Executive also understands that Executive is giving up all other claims, whether grounded in contract or tort theories,
including, but not limited to, wrongful discharge, breach of contract, tortious interference with contractual relations, promissory
estoppel, detrimental reliance, breach of the implied covenant of good faith and fair dealing, breach of express or implied promise,
breach of manuals or other policies, breach of fiduciary duty, assault, battery, fraud, invasion of privacy, intentional or negligent
misrepresentation, defamation, including libel, slander, discharge defamation and self-publication defamation, discharge in violation
of public policy, whistleblower, intentional or negligent infliction of emotional distress, or any other theory, whether legal
or equitable.


 



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D.               
Executive shall not institute any lawsuit against the Released Parties arising from or relating to the hiring of Executive,
Executive's employment, Executive's compensation while employed, the termination of Executive's employment, or any other actions,
decisions, alleged omissions, or events occurring prior to the signing of this Separation Agreement.


 


E.                
To the extent required by law, nothing contained in this Separation Agreement shall be interpreted to prevent Executive
from filing a charge with a governmental agency or participating in or cooperating with an investigation conducted by a governmental
agency. However, Executive agrees that Executive is waiving the right to any monetary damages or other individual legal or equitable
relief awarded as a result of any such proceeding related to any claim against the Released Parties arising from or relating to
the hiring of Executive, Executive's employment, Executive's compensation while employed, the termination of Executive's employment,
or any other actions, decisions, alleged omissions, or events occurring on or prior to the signing of this Separation Agreement.


 


F.                 
Notwithstanding any of the foregoing, this Separation Agreement shall not apply with respect to any rights or claims which
Executive may have under this Separation Agreement itself or to any rights or benefits Executive may have related to vested accrued
benefits under the terms of the Company's benefit plans or to the Executive's right to be indemnified by the Company pursuant to
the terms of its bylaws and the law of the State of Delaware.


 



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G.               
Executive expressly acknowledges that he has been given the opportunity to take twenty-one (21) days to review this Separation
Agreement before signing it, and that he has been advised to consult with an attorney before signing it. Executive acknowledges
that he understands that he may revoke this Separation Agreement, insofar as it extends to potential claims under the Age Discrimination
in Employment Act, by informing the Company of Executive's intent to revoke this release within seven (7) days following the execution
of this Separation Agreement, and that this Separation Agreement is not effective or enforceable until that seven-day revocation
period has expired. Executive understands that any such revocation must be stated in writing and delivered by hand, or by certified
mail-return receipt requested, to LaKisha Partman, Human Resources Department, Sucampo Pharmaceuticals, Inc., 805 King Farm Blvd
#550, Rockville, MD 20850. If Executive exercises this right to revoke or rescind, the Company shall have no obligation to provide
severance pay or benefits to Executive as provided by the Agreement.


 


H.               
Executive acknowledges that the Company's obligation to provide any severance pay or benefits pursuant to the Agreement
shall not become effective or enforceable until this Separation Agreement has been executed and the revocation period identified
above has expired without notice of revocation having been made.


 


I.                  
Executive agrees that he shall forfeit all amounts payable by the Company under this Separation Agreement if he challenges
the validity of this Separation Agreement. Executive also agrees that if he violates this Separation Agreement by suing the Company
or the other Released Parties, in the event that the Company is the prevailing party, Executive shall pay all costs and expenses
of defending against the suit incurred by the Released Parties, including reasonable attorneys' fees, and return all payments received
by Executive on or after the termination of his employment.


 



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J.                  
Executive hereby acknowledges and states that Executive has read this Separation Agreement, this Separation Agreement is
written in language which is understandable to Executive, that Executive fully appreciates the meaning of the terms of this Separation
Agreement, and that Executive enters into this Separation Agreement freely and voluntarily.


 


4.                 
Release of Claims by Company. The Company,
its boards of directors, board committees, officers, directors, shareholders, agents, and employees agree and forever discharge
and release Executive, his heirs, assign, executors and administrators from any and all currently known claims, actions, causes
of action, grievances, arbitrations, suits, proceedings, debts, controversies, agreements, attorney fees, judgments, demands, and
damages whatsoever, in law or equity, arising from or relating to any actions, decisions, alleged omissions, or events occurring
on or prior to the signing of this Separation Agreement, except any action or proceeding which the Company may be required or requested
to take against Executive as a result of any regulatory agency action. This includes any currently known claims arising from or
relating to Executive's employment with, and recruitment to, the Company, and Executive's termination of employment. Nothing in
this Separation Agreement releases or waives Company's right to enforce any breach or violation of this Separation Agreement.


 


5.                 
Confidentiality. Executive agrees that
this Separation Agreement and the Employment Agreement are confidential and agrees not to disclose any information regarding the
terms of this Separation Agreement or the Employment Agreement, except to his immediate family and any tax, legal or other counsel
he has consulted regarding the meaning or effect hereof or as required by law, and he shall instruct each of the foregoing not
to disclose the same to anyone. The Company agrees to disclose any such information only to any tax, legal or other counsel of
the Company as required by law. Further, Executive shall not affirmatively make any public or private statements about his employment
or separation from the Company except to his immediate family and any tax, legal or other counsel he has retained, unless authorized
in writing by the Company; except however, that in response to any inquiries from any media or third party, Executive only can
state that "Executive and the Company have agreed to part ways on an amicable basis upon the conclusion of the Employment
Agreement." Company shall provide dates of employment and positions held by Executive in response to any inquiry made by a
third party for any purpose regarding Executive's employment by the Company, and shall not be required to provide any other reference
for Executive, whether oral or written.


 



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6.                 
Executive Cooperation.


 


A.               
As long as there is no conflict between Executive's legal interests and those of the Company, Executive agrees that he shall,
to the extent reasonably requested in writing, cooperate with and serve in any capacity requested by the Company in any investigation
and/or threatened or pending litigation (now or in the future) in which the Company is a party, and regarding which Executive,
by virtue of his employment with the Company, has knowledge or information relevant to said investigation or litigation including,
but not limited to (i) meeting with representatives of the Company to prepare for testimony and to provide truthful information
regarding his knowledge, (ii) acting as the Company's representative, and (iii) providing, in any jurisdiction in which the Company
requests, truthful information or testimony relevant to the investigation or litigation. Company agrees to reimburse Executive's
reasonable expenses incurred for his cooperation under this Section 6.






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B.                
Executive also agrees to cooperate with the Company and its counsel in connection with any matters relating to the Company
in which Executive has been compelled, by subpoena or other compulsory, to testify or produce documents. Executive shall provide
notice to the Company within 48 hours of receiving such notice and agrees to (i) meet with the Company's representatives and attorneys
(ii) provide the attorneys with any documents requested, and (iii) prepare for any appearance with the Company's attorneys.


 


C.                
Executive, at his own expense, may retain his own counsel, in lieu of or in addition to, the Company's counsel. Executive's
appointment of his own counsel shall in no way interfere with his obligation to cooperate with the Company as described herein.


 


7.                 
Mutual Non-Disparagement. Executive
and the Company agree that, at all 

times following the signing of this Separation Agreement, they shall not engage in any disparagement
or vilification of the other, and shall refrain from making any false, negative, critical or otherwise disparaging statements,
implied or expressed, concerning the other, including, but not limited to, the management style, methods of doing business, the
quality of products and services, role in the community, treatment of employees or the circumstances and events regarding Executive's
employment separation. Executive acknowledges that the only persons whose statements may be attributed to the Company for purposes
of this Separation Agreement not to make disparaging statements shall be each member of the Board of Directors of the SPI and each
of SPI's senior executive officers. The parties further agree to do nothing that would damage the other's business reputation or
goodwill. Nothing in this Separation Agreement prevents the Company responding to subpoenas, government inquiries or other obligations
they may have under the law or from reporting criminal activities to appropriate authorities.






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8.                 
Employment Agreement Provisions Incorporated Into Separation Agreement.


 


A.               
Executive and the Company shall be bound by and comply with all provisions of Article 5 of the Employment Agreement, for
the durations expressly stated in Article 5, all of which are incorporated by reference into this Separation Agreement, except
that Article 5 of the Employment Agreement is amended as follows:


 


i.       The
first sentence of Article 5.1(b) of the Employment Agreement is replaced with the following sentence:


 


“Confidential Information”
means all confidential and proprietary information of the Company, its parent, subsidiaries, predecessors and affiliates, whether
in written, oral, electronic or other form that provides an unknown competitive advantage to a third party or provides a competitive
advantage to SPA, including but not limited to: trade secrets as defined by the federal Defend Trade Secrets Act of 2016 (the “DTSA”);
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 health-related or personal identifying information
(Social Security Numbers or personal contact information) of the Company's current consultants, customers, licensors, licensees,
investors and personnel.


 


ii.       The
second sentence of Article 5.1(b) of the Employment Agreement is amended by adding:


 


or (v) constitutes legally protected
speech, such as protected concerted activity under Section 7 of the National Labor Relations Act.


 


iii.       The
following paragraph is inserted after the last sentence of Article 5.1(b) of the Employment Agreement:






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Under the DTSA, Executive shall not be
held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: 
(a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney;
and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made to Executive’s
attorney in relation to a lawsuit for retaliation against Executive for reporting a suspected violation of law; or (c) is made
in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.


 


B.                
Aside from Article 5 of the Employment Agreement, which is incorporated herein, this Separation 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 Employment Agreement.


 


C.                
No provision of this Separation Agreement may be amended, modified, changed, altered, or supplemented except by a writing
that is signed by Executive and by the Company.


 


9.                 
Post-Employment General Release and Termination Certificate.
As consideration for the payments and benefits Executive receives under this Separation Agreement, Executive agrees to execute
the Termination Certificate attached as Exhibit A and the General Release as Exhibit B to this Separation Agreement.
If Executive fails to execute and return such documents to the Company by July 10, 2017, or revokes the General Release after executing
it, Executive forfeits his right to all payments and benefits in the Separation Agreement.


 


10.             
Indemnification Rights. In the event
Executive is named as a defendant in a lawsuit because of his role as an officer, manager, or employee of the Company, Executive
shall be entitled to the same indemnification rights and directors and officers liability coverage he had while employed by the
Company. In any such lawsuit, the Executive shall have the option of designating counsel for his representation reasonably acceptable
to the Company, and Executive agrees that his counsel shall enter into a joint defense agreement with the attorneys for the Company
and any of its officers, directors, shareholders, employees, or other agents or representatives with respect to their common defense.






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11.             
Severability. Any provisions of this
Separation 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 Separation Agreement be deemed to be a valid
and binding agreement enforceable in accordance with its terms.


 


12.             
Controlling Law. This Separation 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.


 


13.             
Arbitration. Any controversy, claim,
or breach arising out of or relating to this Separation 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 the Employment Agreement as incorporated into this Separation Agreement.


 


14.             
Assignments. Subject to obtaining Executive's
prior approval, which shall not be unreasonably withheld or delayed, the Company shall have the right to assign this Separation
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 Separation 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.


 






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EXECUTIVE ACKNOWLEDGES THAT HE HAS READ
THIS ENTIRE SEPARATION AGREEMENT CAREFULLY, AS THIS SEPARATION AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS (AS
ALLOWED BY LAW) WHICH HE MAY HAVE AGAINST THE COMPANY INCLUDING CLAIMS PURSUANT TO THE AGE DISCRIMINATION IN EMPLOYMENT ACT.


 


(Signature page appears on the
following page.)


 






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IN WITNESS WHEREOF,
Executive after due consideration and consultation, has authorized, executed, and delivered this Separation Agreement all
as of the date first above written.


 

	 	 	 	Sucampo Pharmaceuticals, Inc.
	 	 	 	 	 
	By:	/s/ Matthias Alder	 	By:	/s/
Max Donley
	 	Matthias Alder	 	 	Max Donley
	 	 	 	 	EVP, Global HR, IT & Strategy
	 	 	 	 	 
	 	 	 	 	 
	Date: 	June 6, 2017	 	Date:
	June 6, 2017


 






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EXHIBIT A


 


 


TERMINATION CERTIFICATE


 


I hereby certify that I do not have in
my possession or under my control, nor have I failed to return, any "Company Materials" as defined in that certain Employment
Agreement entered into before Sucampo Pharmaceuticals, Inc., a Delaware corporation, and me, dated as of October 21, 2014. I further
certify that I have complied with and shall continue to comply with all the terms of the Separation Agreement.


 


 


 

	 	 	 
	 	 	 
	By:	/s/ Matthias Alder	 
	 	Matthias Alder	 
	 	 	 
	 	 	 
	 	 	 
	Date: 	June 30, 3017	 


 


 


 


 






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EXHIBIT B


 


GENERAL RELEASE


 


This General Release is made and entered
into as of the 30th day of June, 2017 (the "Separation Date"), by and between Matthias Alder (hereinafter "Executive")
and Sucampo Pharmaceuticals, Inc. ("SPI"), a corporation organized under the laws of the State of Delaware, and
its affiliates (hereinafter collectively referred to as the "Company").


 


WHEREAS, Executive
and SPI are parties to Separation and Release Agreement dated as of June 6, 2017 (hereinafter, the "Separation Agreement");


 


WHEREAS, Executive
and Company intend to settle any and all claims that Executive may have against Company as a result of any act, occurrence, decision,
event or omission occurring at any time after the signing of the Separation Agreement, including, but not limited to, any matter
or fact arising out of Executive's employment with SPI, the termination of Executive's employment, or the events giving rise to
the Separation Agreement or this General Release;


 


WHEREAS, under
the terms of the Separation Agreement, Executive promised to enter into this General Release as a condition precedent to the separation
payments and benefits to be provided under the Separation Agreement;


 


NOW,
THEREFORE, in consideration of the payments and benefits, obligations and covenants contained in the Separation Agreement
herein, the parties agree as follows:


 


1.                 
Release of Claims by Executive. Executive and the Company intend to settle any and all claims that Executive
may have against the Company as a result of the hiring of Executive, Executive's employment, Executive's compensation while employed,
and the termination of Executive's employment. Executive agrees that in exchange for SPI's promises in the Separation Agreement
and in exchange for the separation pay and benefits to be paid to Executive as described in the Separation Agreement, Executive,
on behalf of Executive and Executive's heirs, successors and assigns, hereby releases and forever discharges the Company, its predecessors,
successors, and assigns, and their respective boards of directors, board committees, officers, directors, shareholders, agents,
employees, and insurers (the "Released Parties"), from all liability for damages and from all claims that Executive may
have against the Released Parties arising from or relating to the hiring of Executive, Executive's compensation while employed,
Executive's employment, the termination of Executive's employment pursuant to any other actions, decisions, alleged omissions,
or events occurring on or prior to the signing of this General Release.






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A.       Executive
understands and agrees that Executive's release of claims in this General Release includes, but is not limited to, any claims Executive
may have under Title VII of the Federal Civil Rights Act of 1964, as amended; the Americans with Disabilities Act, the Equal Pay
Act, the Fair Labor Standards Act, the Employee Retirement and Income Security Act, the Age Discrimination in Employment Act, the
Family and Medical Leave Act, the Maryland Fair Employment Practices Statute (formerly referred to as Article 49 B) - MD. Code
Ann., State Gov't § 20-601 et seq.; Maryland Lily Ledbetter Civil Rights Restoration Act - MD. Code Ann., State Gov't §
20-607 (b); Maryland Equal Pay Law- MD. Code Ann., Lab. & Emp. § 3-301 et seq.; Maryland Wage Payment and Collection Law
- MD. Code Ann., Lab. & Emp. § 3-501 et seq.; Maryland Wage Hour Law - MD. Code Ann., Lab. & Emp. § 3-401 et
seq.; Maryland Worker's Compensation Act - MD. Code Ann., Lab. & Emp. § 9-101 et seq.; Maryland Occupational Safety and
Health Law - MD. Code Ann., Lab. & Emp. § 5-101 et seq., or any other federal, state, or local statute, ordinance, or
law.






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B.                
Executive also understands that Executive is giving up all other claims, whether grounded
in contract or tort theories, including, but not limited to, wrongful discharge, breach of contract, tortious interference with
contractual relations, promissory estoppel, detrimental reliance, breach of the implied covenant of good faith and fair dealing,
breach of express or implied promise, breach of manuals or other policies, breach of fiduciary duty, assault, battery, fraud, invasion
of privacy, intentional or negligent misrepresentation, defamation, including libel, slander, discharge defamation and self-publication
defamation, discharge in violation of public policy, whistleblower, intentional or negligent infliction of emotional distress,
or any other theory, whether legal or equitable.


 


C.                
Executive shall not institute any lawsuit against the Released Parties arising from or relating
to the hiring of Executive, Executive's employment, Executive's compensation while employed, the termination of Executive's employment,
or any other actions, decisions, alleged omissions, or events occurring prior to the signing of this General Release.


 


D.                
To the extent required by law, nothing contained in this General Release shall be interpreted
to prevent Executive from filing a charge with a governmental agency or participating in or cooperating with an investigation conducted
by a governmental agency. However, Executive agrees that Executive is waiving the right to any monetary damages or other individual
legal or equitable relief awarded as a result of any such proceeding related to any claim against the Released Parties arising
from or relating to the hiring of Executive, Executive's employment, Executive's compensation while employed, the termination of
Executive's employment, or any other actions, decisions, alleged omissions, or events occurring on or prior to the signing of this
General Release.






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E.                 
Notwithstanding any of the foregoing, this General Release shall not apply with respect to any rights or claims which Executive
may have under the terms of the Separation Agreement itself or to any rights or benefits Executive may have related to vested accrued
benefits under the terms of the Company's benefit plans or to the Executive's right to be indemnified by the Company pursuant to
the terms of its bylaws and the law of the State of Delaware.


 


F.                 
Executive expressly acknowledges that he has been given the opportunity to take twenty-one (21) days to review this General
Release before signing it, and that he has been advised to consult with an attorney before signing it. Executive acknowledges that
he understands that he may revoke this General Release, insofar as it extends to potential claims under the Age Discrimination
in Employment Act, by informing the Company of Executive's intent to revoke this release within seven (7) days following the execution
of this General Release, and that this General Release is not effective or enforceable until that seven-day revocation period has
expired. Executive understands that any such revocation must be stated in writing and delivered by hand, or by certified mail-return
receipt requested, to LaKisha Partman, Human Resources Department, Sucampo Pharmaceuticals, Inc., 805 King Farm Blvd #550, Rockville,
MD 20850. If Executive exercises this right to revoke or rescind, the Company shall have no obligation to provide severance pay
or benefits to Executive as provided by the Agreement.


 


G.                
Executive acknowledges that the Company's obligation to provide any severance pay or benefits
pursuant to the Agreement shall not become effective or enforceable until the revocation period identified above has expired without
notice of revocation having been made.






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H.                
Executive agrees that he shall forfeit all amounts payable by the Company under the Separation
Agreement if he challenges the validity of this General Release. Executive also agrees that if he violates this General Release
by suing the Company or the other Released Parties, in the event that the Company is the prevailing party, Executive shall pay
all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys' fees, and
return all payments received by Executive on or after the termination of his employment.


 


2.                 
This General Release shall be binding upon, and inure to the benefit of, Executive and the Company and their respective
successors and permitted assigns.


 


3.                 
Executive hereby acknowledges and states that Executive has read this General Release, this General Release is written
in language which is understandable to Executive, that Executive fully appreciates the meaning of the terms of this General Release,
and that Executive enters into this General Release freely and voluntarily.


 


EXECUTIVE ACKNOWLEDGES THAT
HE HAS READ THIS ENTIRE GENERAL RELEASE CAREFULLY, AS THIS GENERAL RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS (AS
ALLOWED BY LAW) WHICH HE MAY HAVE AGAINST THE COMPANY INCLUDING CLAIMS PURSUANT TO THE AGE DISCRIMINATION IN EMPLOYMENT ACT.


 


(Signature page appears on the
following page.)



    20 


     

    




IN WITNESS WHEREOF, Executive
after due consideration and consultation, has authorized, executed, and delivered this General Release all as of the date first
above written.


 

	 	 	 	Sucampo Pharmaceuticals, Inc.
	 	 	 	 	 
	By:	/s/ Matthias Alder	 	By:	/s/
Max Donley
	 	Matthias Alder	 	 	Max Donley
	 	 	 	 	EVP, Global HR, IT & Strategy
	 	 	 	 	 
	 	 	 	 	 
	Date: 	June 30, 2017	 	Date:
	July 10, 2017


 


 




 


 


 


21