Exhibit 4.6


 


Sucampo
Pharmaceuticals, Inc.

Stock Option Grant Notice

(2016 Equity Incentive Plan)


 


Sucampo Pharmaceuticals, Inc. (the “Company”),
pursuant to its 2016 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option
to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms
and conditions as set forth in this notice, in the Option Agreement, the Plan and the Notice of Exercise, all of which are attached
hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the
Option Agreement will have the same definitions as in the Plan or the Option Agreement. If there is any conflict between the terms
in this notice and the Plan, the terms of the Plan will control.


 


	Optionholder:	
 


	Date of Grant:	
 


	Vesting Commencement Date:	
 


	Number of Shares Subject to Option:	
 


	Exercise Price (Per Share):	
 


	Total Exercise Price:	
 


	Expiration Date:	
 




 





	Type of Grant:  	☐   Incentive Stock Option1	☐   Nonstatutory
Stock Option
	 	 	 
	Exercise Schedule:	☒   Same as Vesting Schedule	☐   Early
Exercise Permitted
	 	 	 
	Vesting Schedule:	[One-fourth (1/4th) of the shares vest one year after the Vesting Commencement Date; the balance
    of the shares vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary
    of the Vesting Commencement Date, subject to Optionholder’s Continuous Service as of each such date and the potential
    acceleration provisions set forth in Section 11 of the Option Agreement]
	 	 	 
	Payment: 	By one or a combination of the following items (described in the Option Agreement):
	 	 
	 	☒   By cash, check, bank draft or money order payable to the Company
	 	☒   Pursuant to a Regulation T Program if the shares are publicly traded
	 	☒   By delivery of already-owned shares if the shares are publicly traded
	 	☒   If and only to the extent this option is a Nonstatutory Stock Option, and subject to the Company’s
consent at the time of exercise, by a “net exercise” arrangement
























 


__________________


1 If
this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for
more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock
Option.


 






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Additional Terms/Acknowledgements: Optionholder acknowledges
receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option Agreement and the Plan. Optionholder acknowledges
and agrees that this Stock Option Grant Notice and the Option Agreement may not be modified, amended or revised except as provided
in the Plan.  Optionholder further acknowledges that as of the Date of Grant, this Stock
Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between Optionholder and the Company
regarding this option award and supersede all prior oral and written agreements, promises and/or representations on that subject
with the exception of (i) options previously granted and delivered to Optionholder, (ii) any compensation recovery policy that
is adopted by the Company or is otherwise required by applicable law and (iii) any written employment or severance arrangement
that would provide for vesting acceleration of this option upon the terms and conditions set forth therein.
By accepting this option, Optionholder consents to receive such documents by electronic delivery and to participate in the
Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the
Company.


 





	Sucampo Pharmaceuticals,
        Inc.	 	Optionholder:
	 	 	 
	By:	 	 	 
	 	Signature	 	 	Signature
	 	 	 	 	 
	Title:	 	 	Date:  	 
	 	 	 	 	 
	Date:	 	 	 	 
	 	 	 
	 	 	 






Attachments:
Option Agreement, 2016 Equity Incentive Plan and Notice of Exercise


 


 


 






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Attachment I


 


Sucampo
Pharmaceuticals, Inc.

2016 Equity Incentive Plan



Option Agreement

(Incentive Stock Option or Nonstatutory Stock Option)


 


Pursuant to your Stock Option Grant Notice (“Grant
Notice”) and this Option Agreement, Sucampo Pharmaceuticals, Inc.(the “Company”) has granted
you an option under its 2016 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the
Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is
granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”).
If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized
terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions
as in the Plan.


 


The details of your option, in addition to those
set forth in the Grant Notice and the Plan, are as follows:


 


1.                 
Vesting. Subject to the provisions contained herein, your option will
vest as provided in your Grant Notice. Vesting will cease upon the termination of your Continuous Service.


 


2.                 
Number of Shares and Exercise Price. The number of shares of Common Stock
subject to your option and your exercise price per share in your Grant Notice will be adjusted for Capitalization Adjustments.


 


3.                 
Exercise Restriction for Non-Exempt Employees. If you are an Employee
eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (that is, a “Non-Exempt Employee”),
and except as otherwise provided in the Plan, you may not exercise your option until you have completed at least six (6) months
of Continuous Service measured from the Date of Grant, even if you have already been an employee for more than six (6) months.
Consistent with the provisions of the Worker Economic Opportunity Act, you may exercise your option as to any vested portion prior
to such six (6) month anniversary in the case of (i) your death or disability, (ii) a Corporate Transaction in which your option
is not assumed, continued or substituted, (iii) a Change in Control or (iv) your termination of Continuous Service on your “retirement”
(as defined in the Company’s benefit plans).


 


4.                 
Exercise prior to Vesting (“Early Exercise”). If permitted
in your Grant Notice (i.e., the “Exercise Schedule” indicates “Early Exercise Permitted”) and subject
to the provisions of your option, you may elect at any time that is both (i) during the period of your Continuous Service and (ii)
during the term of your option, to exercise all or part of your option, including the unvested portion of your option; provided,
however, that:


 






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(a)              
a partial exercise of your option will be deemed to cover first vested shares of Common Stock and then the earliest
vesting installment of unvested shares of Common Stock;


 


(b)              
any shares of Common Stock so purchased from installments that have not vested as of the date of exercise will be subject
to the purchase option in favor of the Company as described in the Company’s form of Early Exercise Stock Purchase Agreement;


 


(c)               
you will enter into the Company’s form of Early Exercise Stock Purchase Agreement with a vesting schedule that
will result in the same vesting as if no early exercise had occurred; and


 


(d)              
if your option is an Incentive Stock Option, then, to the extent that the aggregate Fair Market Value (determined at
the Date of Grant) of the shares of Common Stock with respect to which your option plus all other Incentive Stock Options you hold
are exercisable for the first time by you during any calendar year (under all plans of the Company and its Affiliates) exceeds
one hundred thousand dollars ($100,000), your option(s) or portions thereof that exceed such limit (according to the order in which
they were granted) will be treated as Nonstatutory Stock Options.


 


5.                 
Method of Payment. You must pay the full amount of the exercise price
for the shares you wish to exercise. You may pay the exercise price in cash or by check, bank draft or money order payable to the
Company or in any other manner permitted by your Grant Notice, which may include one or more of the following:


 


(a)              
Provided that at the time of exercise the Common Stock is publicly traded, pursuant to a program developed under Regulation
T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash
(or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the
sales proceeds. This manner of payment is also known as a “broker-assisted exercise”, “same day sale”,
or “sell to cover”.


 


(b)              
Provided that at the time of exercise the Common Stock is publicly traded, by delivery to the Company (either by actual
delivery or attestation) of already-owned shares of Common Stock that are owned free and clear of any liens, claims, encumbrances
or security interests, and that are valued at Fair Market Value on the date of exercise. “Delivery” for these purposes,
in the sole discretion of the Company at the time you exercise your option, will include delivery to the Company of your attestation
of ownership of such shares of Common Stock in a form approved by the Company. You may not exercise your option by delivery to
the Company of Common Stock if doing so would violate the provisions of any law, regulation or agreement restricting the redemption
of the Company’s stock.


 


(c)               
If this option is a Nonstatutory Stock Option, subject to the consent of the Company at the time of exercise, by a “net
exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon exercise
of your option by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price.
You must pay any remaining balance of the aggregate exercise price not satisfied by the “net exercise” in cash or other
permitted form of payment. Shares of Common Stock will no longer be outstanding under your option and will not be exercisable thereafter
if those shares (i) are used to pay the exercise price pursuant to the “net exercise,” (ii) are delivered to you as
a result of such exercise, and (iii) are withheld to satisfy your tax withholding obligations.


 






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6.                 
Whole Shares. You may exercise your option only for whole shares of Common
Stock.


 


7.                 
Securities Law Compliance. In no event may you exercise your option unless
the shares of Common Stock issuable upon exercise are then registered under the Securities Act or, if not registered, the Company
has determined that your exercise and the issuance of the shares would be exempt from the registration requirements of the Securities
Act. The exercise of your option also must comply with all other applicable laws and regulations governing your option, and you
may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and
regulations (including any restrictions on exercise required for compliance with Treas. Reg. 1.401(k)-1(d)(3), if applicable).


 


8.                 
Term. You may not exercise your option before the Date of Grant or after
the expiration of the option’s term. The term of your option expires, subject to the provisions of Section 5(h) of the Plan,
upon the earliest of the following:


 


(a)              
immediately upon the termination of your Continuous Service for Cause;


 


(b)              
three (3) months after the termination of your Continuous Service for any reason other than Cause, your Disability
or your death (except as otherwise provided in Section 8(d) below); provided, however, that if during any part of such three
(3) month period your option is not exercisable solely because of the condition set forth in the section above relating to “Securities
Law Compliance,” your option will not expire until the earlier of the Expiration Date or until it has been exercisable for
an aggregate period of three (3) months after the termination of your Continuous Service; provided further, if during any
part of such three (3) month period, the sale of any Common Stock received upon exercise of your option would violate the Company’s
insider trading policy, then your option will not expire until the earlier of the Expiration Date or until it has been exercisable
for an aggregate period of three (3) months after the termination of your Continuous Service during which the sale of the Common
Stock received upon exercise of your option would not be in violation of the Company’s insider trading policy. Notwithstanding
the foregoing, if (i) you are a Non-Exempt Employee, (ii) your Continuous Service terminates within six (6) months after the Date
of Grant, and (iii) you have vested in a portion of your option at the time of your termination of Continuous Service, your option
will not expire until the earlier of (x) the later of (A) the date that is seven (7) months after the Date of Grant, and (B) the
date that is three (3) months after the termination of your Continuous Service, and (y) the Expiration Date;


 


(c)               
twelve (12) months after the termination of your Continuous Service due to your Disability (except as otherwise provided
in Section 8(d)) below;


 






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(d)              
eighteen (18) months after your death if you die either during your Continuous Service or within three (3) months after
your Continuous Service terminates for any reason other than Cause;


 


(e)               
the Expiration Date indicated in your Grant Notice; or


 


(f)               
the day before the tenth (10th) anniversary of the Date of Grant.


If your option is an Incentive Stock Option,
note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all
times beginning on the Date of Grant and ending on the day three (3) months before the date of your option’s exercise, you
must be an employee of the Company or an Affiliate, except in the event of your death or Disability. The Company has provided for
extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will
necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant
or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date
your employment with the Company or an Affiliate terminates.


 


9.                 
Exercise.


 


(a)              
You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so
permits) during its term by (i) delivering a Notice of Exercise (in a form designated by the Company) or completing such other
documents and/or procedures designated by the Company for exercise and (ii) paying the exercise price and any applicable withholding
taxes to the Company’s Secretary, stock plan administrator, or such other person as the Company may designate, together with
such additional documents as the Company may then require.


 


(b)              
By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you
to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising
by reason of (i) the exercise of your option, (ii) the lapse of any substantial risk of forfeiture to which the shares of Common
Stock are subject at the time of exercise, or (iii) the disposition of shares of Common Stock acquired upon such exercise.


 


(c)               
If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in
writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise
of your option that occurs within two (2) years after the Date of Grant or within one (1) year after such shares of Common Stock
are transferred upon exercise of your option.


 






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(d)              
By accepting your option you agree that you will not sell, dispose of, transfer, make any short sale of, grant any option
for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common
Stock or other securities of the Company held by you, for a period of one hundred eighty (180) days following the effective date
of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters or the Company
will request to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472or any successor or similar ruleor regulation
(the “Lock-Up Period”); provided, however, that nothing contained in this section will prevent
the exercise of a repurchase option, if any, in favor of the Company during the Lock-Up Period. You further agree to execute and
deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing
or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to your shares of Common Stock until the end of such period. You also agree that any transferee of any
shares of Common Stock (or other securities) of the Company held by you will be bound by this Section 9(d). The underwriters of
the Company’s stock are intended third party beneficiaries of this Section 9(d) and will have the right, power and authority
to enforce the provisions hereof as though they were a party hereto.


 


10.             
Transferability. Except as otherwise provided in this Section 10, your
option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only
by you.


 


(a)              
Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your
option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable
state law) while the option is held in the trust. You and the trustee must enter into transfer and other agreements required by
the Company.


 


(b)              
Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided
that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your
option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation
instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate
the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing
the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic
relations order or marital settlement agreement. If this option is an Incentive Stock Option, this option may be deemed to be a
Nonstatutory Stock Option as a result of such transfer.


 


(c)               
Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may,
by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle
option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the
Common Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator
of your estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration
resulting from such exercise.


 






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11.             
Change in Control.


 


(a)              
If a Change in Control occurs and immediately prior to or within twelve (12) months after, the effective time of such
Change in Control your Continuous Service terminates due to an involuntary termination (not including death or Disability) without
Cause or due to a voluntary termination with Good Reason, then, as of the date of termination of Continuous Service, the vesting
and exercisability of your option will be accelerated in full.


 


(b)              
“Good Reason” is the same standard as “constructive discharge” in Maryland federal
employment law cases. More specifically, you must establish that the Company unilaterally made materially significant change(s)
to, or diminutions of, your work environment, commute to work, terms, conditions; job duties, responsibilities and/or overall status
of your position, that rendered your continued employment so unbearable that a reasonable person would resign.


 


(c)               
If any payment or benefit you would receive from the Company or otherwise in connection with a Change in Control or
other similar transaction (a “280G Payment”) would (i) constitute a “parachute payment” within
the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of
the Code (the “Excise Tax”), then any such 280G Payment (a “Payment”) shall
be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment
that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up
to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after
taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at
the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding
that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the
preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur
in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more
than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro
Rata Reduction Method”).


 


Notwithstanding the foregoing, if the Reduction
Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A
of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or
the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section
409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest
economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future
events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future
events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of
the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A
of the Code.


 






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Unless you and the Company agree on an alternative
accounting firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective
date of the change of control transaction triggering the Payment shall perform the foregoing calculations. If the accounting firm
so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the change of control
transaction, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The
Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The Company
shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to provide
its calculations, together with detailed supporting documentation, to you and the Company within fifteen (15) calendar days after
the date on which your right to a 280G Payment becomes reasonably likely to occur (if requested at that time by you or the Company)
or such other time as requested by you or the Company.


 


If you receive a Payment for which the Reduced
Amount was determined pursuant to clause (x) of the first paragraph of this Section 11(b) and the Internal Revenue Service determines
thereafter that some portion of the Payment is subject to the Excise Tax, you shall promptly return to the Company a sufficient
amount of the Payment (after reduction pursuant to clause (x) of the first paragraph of this Section 11(b) so that no portion of
the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to
clause (y) in the first paragraph of this Section 11(b), you shall have no obligation to return any portion of the Payment pursuant
to the preceding sentence.


 


12.             
Option not a Service Contract. Your option is not an employment or service
contract, and nothing in your option will be deemed to create in any way whatsoever any obligation on your part to continue in
the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing
in your option will obligate the Company or an Affiliate, their respective stockholders, boards of directors, officers or employees
to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate.


 


13.             
Withholding Obligations.


 


(a)              
At the time you exercise your option, in whole or in part, and at any time thereafter as requested by the Company, you
hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision
for (including by means of a “same day sale” pursuant to a program developed under Regulation T as promulgated by the
Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign
tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option.


 


(b)              
If this option is a Nonstatutory Stock Option, then upon your request and subject to approval by the Company, and compliance
with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise
issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined
by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower
amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If the date
of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share
withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section
83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such
determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise
of your option. Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from fully vested
shares of Common Stock determined as of the date of exercise of your option that are otherwise issuable to you upon such exercise.
Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility.


 






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(c)               
You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied.
Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company will have
no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided
for herein, if applicable, unless such obligations are satisfied.


 


14.             
Tax Consequences. You hereby agree that the Company does not have a duty
to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You will not
make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising
from your option or your other compensation. In particular, you acknowledge that this option is exempt from Section 409A of the
Code only if the exercise price per share specified in the Grant Notice is at least equal to the “fair market value”
per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with
the option.


 


15.             
Notices. Any notices provided for in your option or the Plan will be given
in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered by
mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last
address you provided to the Company. The Company may, in its sole discretion, decide to deliver any documents related to participation
in the Plan and this option by electronic means or to request your consent to participate in the Plan by electronic means. By accepting
this option, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or
electronic system established and maintained by the Company or another third party designated by the Company.


 


16.             
Governing Plan Document. Your option is subject to all the provisions
of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments,
rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. If there is any conflict between
the provisions of your option and those of the Plan, the provisions of the Plan will control. In addition, your option (and any
compensation paid or shares issued under your option) is subject to recoupment in accordance with The Dodd–Frank Wall Street
Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company and
any compensation recovery policy otherwise required by applicable law.


 






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17.             
Other Documents. You hereby acknowledge receipt of and the right to receive
a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus.
In addition, you acknowledge receipt of the Company’s policy permitting certain individuals to sell shares only during certain
“window” periods and the Company’s insider trading policy, in effect from time to time.


 


18.             
Effect on Other Employee Benefit Plans. The value of this option will
not be included as compensation, earnings, salaries, or other similar terms used when calculating your benefits under any employee
benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly
reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.


 


19.             
Voting Rights. You will not have voting or any other rights as a stockholder
of the Company with respect to the shares to be issued pursuant to this option until such shares are issued to you. Upon such issuance,
you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this option, and no action taken
pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and
the Company or any other person.


 


20.             
Severability. If all or any part of this Option Agreement or the Plan
is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate
any portion of this Option Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Option Agreement (or
part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect
to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.


 


21.             
Miscellaneous.


 


(a)              
The rights and obligations of the Company under your option will be transferable to any one or more persons or entities,
and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and
assigns.


 


(b)              
You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination
of the Company to carry out the purposes or intent of your option.


 


(c)               
You acknowledge and agree that you have reviewed your option in its entirety, have had an opportunity to obtain the
advice of counsel prior to executing and accepting your option, and fully understand all provisions of your option.


 


(d)              
This Option Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required.


 






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(e)               
All obligations of the Company under the Plan and this Option Agreement will be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of
all or substantially all of the business and/or assets of the Company.


 


*       *       *


 


This Option Agreement will be deemed to be signed
by you upon the signing by you of the Stock Option Grant Notice to which it is attached.


 


 


 



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Attachment
II


 


2016
Equity Incentive Plan


 


 


 


 


 






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Attachment III


 


Notice
of Exercise


 





	Sucampo Pharmaceuticals, Inc.


805 King Farm Boulevard, Suite 550


Rockville, Maryland 20850


	 	Date of Exercise: _______________









 


This constitutes notice to Sucampo Pharmaceuticals,
Inc. (the “Company”) under my stock option that I elect to purchase the below number of shares of Common
Stock of the Company (the “Shares”) for the price set forth below.


 


	 	Type of option (check one):	Incentive  ☐	Nonstatutory  ☐
	 	Stock option dated:	_______________	_______________
	 	Number of Shares as

to which option is

exercised:	_______________	_______________
	 	Certificates to be

issued in name of:	_______________	_______________
	 	Total exercise price:	$______________	$______________
	 	Cash payment delivered

herewith:	$______________	$______________
	 	[Value of ________ Shares delivered herewith1:	$______________	$______________]
	 	[Value of ________ Shares pursuant to net exercise2:	$______________	$______________]
	 	[Regulation T Program (cashless exercise3):	$______________	$______________]


 
  


__________________





1 Shares must
meet the public trading requirements set forth in the option. Shares must be valued in accordance with the terms of the option
being exercised, and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates must be
endorsed or accompanied by an executed assignment separate from certificate.


2 The option must
be a Nonstatutory Stock Option, and Sucampo Pharmaceuticals, Inc. must have established net exercise procedures at the time of
exercise, in order to utilize this payment method.


3 Shares must meet
the public trading requirements set forth in the option.




 


 



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By this exercise, I agree (i) to provide
such additional documents as you may require pursuant to the terms of the Sucampo Pharmaceuticals, Inc. 2016 Equity Incentive Plan,
(ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating
to the exercise of this option, and (iii) if this exercise relates to an incentive stock option, to notify you in writing
within fifteen (15) days after the date of any disposition of any of the Shares issued upon exercise of this option that occurs
within two (2) years after the date of grant of this option or within one (1) year after such Shares are issued upon exercise of
this option.


 


 


 


	 	 	Very truly yours,
	 	 	 
	 	 	 
	 	 	 
	 	 	 












 


 


 


 


 


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