exv10w1






Exhibit 10.1




ADDENDUM

TO

AMENDED AND RESTATED PATENT ACCESS AGREEMENT:

REDUCTION OF ROYALTIES WITH RESPECT TO SPL TERRITORY




     THIS ADDENDUM (“Addendum 1”) is made as February 18, 2009, among (1) Sucampo AG, a corporation
organized and existing under the laws of Switzerland and having its principal office at Graben 5,
CH-6300 Zug, Switzerland (“SAG”), (2) Sucampo Pharmaceuticals, Inc., a corporation organized and
existing under the laws of the state of Delaware, U.S.A. and having its principal office at 4520
East West Highway, 3rd Floor, Bethesda, MD 20814, U.S.A. (and as of December 29, 2008, d/b/a
Sucampo Pharma Americas, Inc.) (“SPI”), (3) Sucampo Pharma, Ltd., a corporation organized and
existing under the laws of Japan and having its principal office at 2-2-16 Sonezakishinchi,
Kita-Ku, Osaka, Japan 530-0002 (“SPL”), and (4) Sucampo Pharma Europe, Ltd., a corporation
organized and existing under the laws of the United Kingdom and having its principal office at John
Eccles House, Robert Robinson Avenue, Oxford Science Park, Oxford, OX4 4GP U.K. (“SPE”) (each
referred to herein as a “party” and collectively as the “parties”).



     WHEREAS, the undersigned are parties to that certain Amended and Restated Patent Access
Agreement of June 30, 2006 (the “Agreement”), which governs among other things, the amount of the
patent and know-how royalties payable to SAG by the other parties as consideration for licenses
granted by SAG;



     WHEREAS, regarding Lubiprostone Products, it has become evident that due to current lower
approved prices and higher distribution costs than expected as of the date of the Agreement, it
would not be profitable to distribute Lubiprostone Products in certain countries of the SPL
Territory at the patent and know-how royalties initially set forth in the Agreement; and



     WHEREAS, Section 12.3 of the Agreement states that the Agreement cannot be modified in any
manner, except by an instrument in writing signed on behalf of each of the parties;



     NOW, THEREFORE, the parties hereto agree that:



Addendum 1, Article 1:




Section 3.2 and 3.3 of the Agreement shall be modified as follows:





     Section 3.2 Patent Royalty. In consideration of the licenses granted in Section 2.1,
each Operating Company shall pay to SAG, on a country-by-country basis, the following
royalties on Net Sales of Licensed Products in such Operating Company’s respective Territory:




(a) With respect to Net Sales of Licensed Products for which the manufacture, use or
sale of such Licensed Products is covered by an Unexpired patent that is included in
the Original Patents:



 









 





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	 	i.	 	During the period from the first commercial sale
of such Licensed Product until such time as all of the Pre-IPO Patents
(as defined below) that would be infringed by the sale of such Licensed
Product have Expired in the country of sale, four and one-half percent
(4.5%); (provided that, with respect to Net Sales of Lubiprostone
Product by SPI, its Affiliates and sublicensees in the SPI Territory and
by SPL its Affiliates and sublicensees in the SPL Territory, such rate
shall be two and two-tenths percent (2.2%)); and
	 
	 	ii.	 	If applicable, thereafter until such time as all
of the remaining Licensed Patents that would be infringed by the sale of
such Licensed Product have Expired in the country of sale, two and
one-quarter percent (2.25%) (provided that, with respect to Net Sales of
Lubiprostone Product by SPI, its Affiliates and sublicensees in the SPI
Territory and by SPL its Affiliates and sublicensees in the SPL
Territory, such rate shall be one and one-tenth percent (1.1%)).





     For purposes of this Section 3.2, a “Pre-IPO Patent” means a Licensed Patent which was owned
by or licensed (with right of sublicense) to SAG on or before the Effective Time, and all reissues,
continuations, continuations-in-part, extensions, reexaminations, and foreign counterparts thereof.
Upon expiration of the royalty obligation set forth in this Section 3.2, such Operating Company’s
license under Section 2.1 shall continue on a fully-paid and royalty-free basis.




Section 3.3 SAG Know-How Royalty.




(a) In consideration of the licenses granted in Section 3.3(a), each Operating Company
shall pay to SAG, on a country-by-country basis, a royalty of two percent (2%) of Net
Sales of Licensed Products in such Operating Company’s respective Territory (provided
that, with respect to Net Sales of Lubiprostone Product by SPI, its Affiliates and
sublicensees in the SPI Territory and by SPL its Affiliates and sublicensees in the SPL
Territory, such rate shall be one percent (1%)).




(b) The royalty obligation set forth in (a) shall continue, on a country-by-country
basis, until the fifteenth anniversary of the first commercial sale of the Licensed
Products. Upon expiration of such royalty obligation, such Operating Company’s license
under Section 2.2 shall continue on a fully-paid and royalty-free basis.



Addendum 1, Article 2:

All other sections of the Agreement remain unchanged.




(signature page to follow)




 









 







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     IN WITNESS WHEREOF, each of the parties has caused this Addendum 1 to the Patent Access and
Data Sharing Agreement to be executed in the manner appropriate to each, effective as of the date
first above written.



	 	 	 	 	 	 	 	 	 
	SUCAMPO AG	 	 	 	SUCAMPO AG
	 
	 	 	 	 	 	 	 	 
	BY:

	 	/s/ Eric Buis
	 	 	 	BY:
	 	/s/ Reto Steiger
	 

	 	 
	 	 	 	 	 	 
	 

	 	Dr. Eric Buis
	 	 	 	 	 	Reto Steiger
	 

	 	Director
	 	 	 	 	 	Director
	 
	 	 	 	 	 	 	 	 
	SUCAMPO PHARMACEUTICALS, INC.	 	 	 	SUCAMPO PHARMA, LTD.
	 
	 	 	 	 	 	 	 	 
	BY:

	 	/s/ Gayle R. Dolecek
	 	 	 	BY:
	 	/s/ Gayle R. Dolecek
	 

	 	 
	 	 	 	 	 	 
	 

	 	Gayle R. Dolecek
	 	 	 	 	 	Gayle R. Dolecek
	 

	 	Sr. VP of R&D
	 	 	 	 	 	Director
	 
	 	 	 	 	 	 	 	 
	SUCAMPO PHARMA EUROPE LIMITED	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	BY:

	 	/s/ Gayle R. Dolecek	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Gayle R. Dolecek	 	 	 	 	 	 
	 

	 	Director