Exhibit 10.2
 [*] = Certain confidential information contained in this document, marked by brackets, is filed
with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
 
 
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Table of Contents
 Article 1. Definitions
    
    
    4Article 2. NDA Transfer
    
    
    11Article 3. Data Sharing
    
    
    12Article 4. Patent License Grants and Know-How Access
    
    
    12Article 5. Regulatory
    
    
    14Article 6. Development
    
    
    16Article 7. Promotion of Licensed Products
    
    
    17Article 8. Consideration
    
    
    18Article 9. Confidentiality and Non-Disclosure
    
    
    20Article 10. Intellectual Property Rights
    
    
    23Article 11. Term and Termination
    
    
    25Article 12. Representations and Warranties
    
    
    28Article 13. Indemnification; Insurance
    
    
    31Article 14. Miscellaneous
    
    
    35
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
 Unoprostone NDA Transfer, Patent and Know-how Licensing and Data Sharing Agreement
 Agreement Effective Date SPA Party Parties
      Term Sheet
 Unoprostone
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
 Supply Agreement
 Article 1. Definitions
 1.1 Adverse Event
 1.2 Affiliate
 1.3 Annual Net Sales
 1.4 Applicable Law
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
  1.5 Business Day
 1.6 Clinical Studies
 1.7 Commercialization Commercialize
 1.8 Commercial Product
 1.9 Confidential Information
 1.10 Corporate Names
 1.11 Data Exclusivity
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
 1.12 Development Develop
 1.13 Disclosing Party provided
 1.14 Drug Approval Application
 1.15 Glaucoma and Ocular Hypertension Indication
 1.16 Improvement Patent
 1.17 IND
 1.18 Licensed Know-How
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
 1.19 Licensed Patents Licensed Patents
 1.20 Licensed Product
 1.21 Market Withdrawal
 1.22 NDA
 1.23 Net Sales
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
 (i)
    
    trade, cash and quantity discounts;(ii)
    
    price reductions or rebates, retroactive or otherwise, imposed by, negotiated with or
otherwise paid to governmental authorities;(iii)
    
    taxes on sales (such as sales or use taxes) to the extent added to the sale price and
set forth separately as such in the total amount invoiced;(iv)
    
    freight, insurance and other transportation charges to the extent added to the sale price
and set forth separately as such in the total amount
invoiced, as well as any fees for services provided by wholesalers and warehousing chains related
to the distribution of the Licensed Product;(v)
    
    amounts repaid or credited by reason of rejections, defects, one percent (1%) return
credits, recalls or returns or because of retroactive price reductions, including, but not limited
to, rebates or wholesaler charge backs; and(vi)
    
    the portion of management, commercialization costs or fees paid during the relevant time
period to distributors, co-promotion partners, group purchasing organizations and/or pharmaceutical
benefit managers relating specifically to the finished Licensed Product.
     1.24 Order Order Clinical Supply; Order Commercial Supply; Exclusivity; Forecasting; Order
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
 1.25 Other Indications
 1.26 Person
 1.27 Phase I Study
 1.28 Phase II Study
 1.29 Phase IIa Study
 1.30 Phase IIb Study
 1.31 Phase III Study
 1.32 Product Label and Insert
 1.33 Product Trademark
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
  1.34 Product Valid Claims
 1.35 Promote Promotion
 1.36 Promotional Material
 1.37 Recall
 1.38 Receiving Party provided
 1.39 Regulatory Approval
 1.40 Regulatory Authority
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
  1.41 Regulatory Data and Information
 1.42 Regulatory Filings
 1.43 Technology
 1.44 Term
 1.45 Territory
 1.46 Third Parties
 1.47 Unoprostone
 Article 2. NDA Transfer
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
   Article 3. Data Sharing
 3.1. Right to Use Regulatory Data and Information.
 3.1.1
    
    Each Party (each, within this Article 3, a Receiving Party) shall have a right to use of
all Regulatory Data and Information developed by the other Party (each, within this Article 3,
a Developing Party) for the purpose specified in the Agreement in such Receiving Partys
Territory. The Parties shall keep one another reasonably apprised of information pertaining
to Regulatory Data and Information and may request formal disclosure of Regulatory Data and
Information at any time, consent to such request shall not be unreasonably withheld.3.1.2
    
    The Parties anticipate that a Receiving Party may exercise its rights under this Section 3.1
at any time, and specifically at the start of Phase I Studies or at the end of Phase I
Studies, Phase II Studies, Phase III Studies or Regulatory Approval.3.1.3
    
    If a Receiving Party exercises its right to access and use a Developing Partys Regulatory
Data and Information, such Receiving Party shall be entitled to use
such Regulatory Data and Information solely for the purpose of developing, obtaining
regulatory approval for, marketing and selling products in such Receiving Partys Territory
pursuant to the terms and conditions of this Agreement. Such rights shall include the right
to refer, in any application for regulatory approvals for the Licensed Products and/or
Unoprostone in respect of any country in the Receiving Partys Territory, to any and all
documentation filed by the Developing Party or its sublicenses with the regulatory
authorities in the Developing Partys Territory, in support of any application for
regulatory approval of the Licensed Products and/or Unoprostone.
 3.2 Data Sharing Intellectual Property Ownership.
 Article 4. Patent License Grants and Know-How Access
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
 4.1 Patent Licenses. Sublicensing
 4.2 License to Know-How. Sublicensing
 4.3 Sublicensing. Patent
Licenses License to Know-How
 4.4 Improvement Patents.
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
  4.5 License to Product Trademarks.
 Article 5. Regulatory
 5.1 Regulatory Filings; Regulatory Approvals. NDA Transfer Data
Sharing
 5.1.1
    
    Ownership. Ownership and control over all aspects of the NDA other than CMC
compliance for the Licensed Product and Unoprostone in the Territory shall be transferred to
SPA in accordance with the provisions of Article 2 and 3 above. Upon such transfer SPA shall
undertake it commercially reasonable efforts to prosecute and maintain the NDA for the
Licensed Products and/or Unoprostone [for all product indications] in the Territory.5.1.2
    
    Preparation of Regulatory Filings; Communications.
 a)
    
    Preparation of Regulatory Filings; Review of Regulatory Filings.Subject to
all provisions above, the Parties shall reasonably cooperate and consult with each
other in good faith to develop strategies for all Regulatory Filings for Unoprostone
and the Licensed Product; provided that RTU shall be responsible for
determining for the CMC package and shall have a right of final approval for the
overall regulatory strategy. The Parties shall also be responsible within their
respective Territories for implementing the regulatory strategy for clinical studies
(including the interactions with Regulatory Authorities).
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
 
 b)
    
    Communications; Regulatory Meetings.The Parties shall cooperate with each
others reasonable requests and provide support in responding to Regulatory
Authorities, including providing comments on its submissions
and responses within ten (10) Business Days from the time of receipt or sooner if
required by Regulatory Authority.c)
    
    Occurrences or Information Arising out of RTU Manufacturing Activities.During
the Term, RTU will advise SPA without undue delay, however in any event within a period
not to exceed seven (7) Business Days of any occurrences or information arising out of
RTUs manufacturing activities that have or could reasonably be expected to have
adverse regulatory compliance and/or reporting consequences concerning the Licensed
Product, including actual or threatened Regulatory Authorization withdrawals or
labeling changes in SPA Territory, and failure to do so shall constitute a material
breach of this Agreement by RTU.d)
    
    Regulatory Authority Inspections.During the Term, and subject to the
Unoprostone Supply Agreement, RTU will be responsible for handling and responding to
any Regulatory Authority inspections with respect to RTUs manufacture of the Licensed
Product. RTU will provide to SPA any information reasonably requested by SPA and all
information requested by any Regulatory Authority concerning any governmental
inspection related to the Licensed Product and will allow Regulatory Authorities to
conduct reasonable inspections upon the request of such Regulatory Authority and
failure to do so shall constitute a material breach of this Agreement by RTU.e)
    
    Violations or Deficiencies Relating to the Licensed Product.SPA without undue
delay, but in any event within a period not to exceed five (5) Business Days, of any
written alleged violations or deficiencies relating to the Licensed Product and the
corrective action to be taken. RTU will as expeditiously as practicable take any such
corrective action required to comply with the provisions of this Agreement and with the
Unoprostone Supply Agreement, and failure to do so shall constitute a material breach
of this Agreement by RTU. Prior to submission of any written response submitted to any
applicable Regulatory Authority, SPA will have an opportunity to review any portion of
the response regarding written alleged violations or deficiencies relating to the
Licensed Product.
 5.2 Product Labels and Inserts; Core Data Sheets.
 5.3 Adverse Event Reports.
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
 Pharmacovigilance Agreement
 5.4 Recalls and Market Withdrawals.
 5.4.1
    
    Notification. Each Party shall make every reasonable effort to notify the other
Party promptly (but in no event later than forty-eight (48) hours) upon its determination that
any event, incident or circumstance has occurred that may result in the need for a Recall or
Market Withdrawal of the Licensed Product, in or outside of its Territory, and include in such
notice the reasoning behind such determination and any supporting facts.5.4.2
    
    Initiation. SPA shall determine whether to voluntarily implement any Recall and
upon what terms and conditions the Licensed Product shall be subject to a Recall in SPA
Territory. SPA shall determine whether to voluntarily implement a Market Withdrawal in SPA
Territory and upon what terms and conditions the Licensed Product shall be subject to a Market
Withdrawal or otherwise temporarily or on a limited basis withdrawn from sale in SPA
Territory. If a Recall is mandated by a Regulatory Authority, SPA shall initiate such a Recall
to be in compliance with Applicable Law.5.4.3
    
    Responsibility. For all Recalls or Market Withdrawals undertaken pursuant to this
Section 5.4, SPA and its Affiliates shall be solely responsible for the execution of such
Recall or Market Withdrawals, and RTU shall reasonably cooperate in all such Recall or Market
Withdrawal efforts. RTU shall be responsible for the costs associated with any Recall or
Market Withdrawal to the extent of its attribution to the cause of such Recall or Market
Withdrawal.5.4.4
    
    Complaints. In the case that the same lot of the Product is supplied for the SPA
Territory and RTU Territory, each Party shall refer any complaints that it receives concerning
the Licensed Product in the other Partys Territory to the other Party
within forty-eight (48) hours of its
receipt of the same or earlier if
required by Applicable Law; provided
that all complaints concerning
suspected or actual Licensed Product
tampering, contamination or mix-up
(e.g. wrong ingredients) shall be
delivered within twenty-four (24)
hours of receipt of the same.
Unless otherwise required by any
Applicable Law, the Parties shall
not take any other action in respect
of any such complaint which it
receives concerning the Licensed
Product in the other Partys
Territory without the prior written
consent of the other Party.
 Article 6. Development
 6.1 General.
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
 6.2 Additional Clinical Trials.
 6.3 Pharmacovigilance Administration. Adverse Events Reports
 6.4 Conduct of Development.
 6.4.1
    
    Compliance. Within its Territory, each Party shall perform Development of
Unoprostone and/or Licensed Product in good scientific manner and in material compliance with
Applicable Law.6.4.2
    
    Cooperation. The Parties shall cooperate in good faith as needed in performance of
Development.
 6.5 Records. Confidentiality and Non-Disclosure Data Sharing
 6.6 Other Indications; Mutual Right of First Refusal.
 Article 7. Promotion of Licensed Products
 7.1 Efforts.
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
 7.2 Promotional Materials.
 Article 8. Consideration
 8.1 Upfront Payment.
 8.2 Milestone Payments.
 Milestone Event
    
    Milestone PaymentRe-launch of Rescula® for Glaucoma
Indication in SPA Territory
    
    SPA to pay RTU US$500,000 in
accordance with 9.2 after the
occurrence of the Milestone EventOther Indication Regulatory Approval
in SPA Territory for efficacy
    
    SPA to pay RTU US$1,000,000 in
accordance with 9.2 after the
occurrence of the Milestone Event1st occurrence of Annual
Net Sales in total of all
indications of US$[*] or more in SPA
Territory
    
    SPA to pay RTU US$500,000 in
accordance with 9.2 after the
occurrence of the Milestone Event1st occurrence of Annual
Net Sales in total of all
indications of US$[*] or more in SPA
Territory
    
    SPA to pay RTU US$1,000,000 in
accordance with 9.2 after the
occurrence of the Milestone Event1st occurrence of Annual
Net Sales in total of all
indications US$[*] or more in SPA
Territory
    
    SPA to pay RTU US$2,500,000 in
accordance with 9.2 after the
occurrence of the Milestone Event
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
 8.3 Third Party Royalties and Milestones.
 8.4 Payment Dates and Reports. Milestone Payments Third Party Royalties and Milestones
 8.5 Audit Rights Auditing Party Audited Party provided
 8.6 Withholding Taxes.
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
  8.7 Payments.
 8.8 No Other Compensation.
 Article 9. Confidentiality and Non-Disclosure
 9.1 Confidentiality.
 9.1.1
    
    Nondisclosure Obligations. Except to the extent expressly permitted by this
Agreement, at all times during the Term and for a period of ten (10) years
following the expiration or termination hereof, the Receiving Party shall keep confidential
and shall not publish or otherwise disclose or use for any purpose other than the purpose of
this Agreement, any Confidential Information of the Disclosing Party. The Receiving Party
shall treat and protect the trade secret status of Confidential Information as it would its
own proprietary information which in no event shall be with less than a reasonable standard
of care, and take reasonable precautions to prevent the publication or unauthorized use or
disclosure of Confidential Information to a Third Party, except as explicitly set forth
herein, without prior, explicit, written consent of the other Party.9.1.2
    
    Exceptions to Confidentiality. The Receiving Partys obligations set forth in this
Agreement shall not extend to any information of a Disclosing Party or information developed
in the performance of this Agreement that:
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
 
 a)
    
    is or hereafter becomes part of the public domain in accordance with Article 4,
by public use, publication, general knowledge or the like or is made generally
available in the public domain by a Third Party with right to make such publication; in
each case, other than through a breach of this Agreement;b)
    
    is received from a Third Party without restriction and with the right to
disclose such information or information developed in the performance of this
Agreement;c)
    
    the Receiving Party can demonstrate by competent pre-existing written evidence
properly maintained as a formal business record was already in its possession without
any limitation on its use or disclosure prior to its receipt from the Disclosing Party;d)
    
    the Receiving Party can demonstrate by competent written evidence properly
maintained as a formal business record was independently developed by or for the
Receiving Party without reference to, use of or disclosure of the Disclosing Partys
Confidential Information or information developed in confidence in the performance of
this Agreement; ore)
    
    is released from the restrictions set forth in this Agreement by the express
prior written consent of the Disclosing Party, or in the case of information developed
in confidence in the performance of this Agreement, the other Party.
 Notwithstanding the foregoing, specific aspects or details of Confidential Information shall
not be deemed to be within the public domain or in the possession of the Receiving Party
merely because the Confidential Information is embraced by more general information in the
public domain or in the possession
of the Receiving Party. Further, any combination of Confidential Information shall not be
considered in the public domain or in the possession of the Receiving Party merely because
individual elements of such Confidential Information are in the public domain or in the
possession of the Receiving Party unless the combination and its principles are in the
public domain or in the possession of the Receiving Party.9.1.3
    
    Authorized Disclosures. Each Party may disclose Confidential Information and/or
Information developed in confidence in the performance of this Agreement to the extent that
such disclosure is:
 a)
    
    made in response to a valid relevant unappealed or unappealable order of a
court of competent jurisdiction or other Regulatory Authority or any political
subdivision or regulatory body thereof of competent jurisdiction; provided that the
Receiving Party shall first have, if reasonably possible, given notice to the
Disclosing Party and given the Disclosing Party, at such Disclosing Partys own
expense, a reasonable opportunity to quash such order or to obtain a protective order
requiring that the Confidential Information and/or Information developed in confidence
in the performance of this Agreement or documents that are the subject of such order be
held in confidence by
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
 such court or Regulatory Authority or, if disclosed, be used only
for the purposes for which the order was issued; and provided, further, that if a
disclosure order is not quashed or a protective order is not obtained, the Confidential
Information disclosed in response to such order shall be limited only to that
information which is legally required, in the opinion of legal counsel to the Receiving
Party, to be disclosed in such response to such court or governmental order;b)
    
    otherwise required by Applicable Law or the requirements of a major national
securities exchange, in the opinion of legal counsel to the Receiving Party, provided
that the Party disclosing such Confidential Information shall exercise its commercially
reasonable efforts to obtain a protective order or other reliable assurance that
confidential treatment will be accorded and if possible give the other Party a
reasonable opportunity to review and comment on any such disclosure in advance thereof
(but not less than five (5) Business Days, if possible, prior to the date of such
disclosure);c)
    
    made to an applicable Regulatory Authority as useful or required in connection
with any filing, application or request for Regulatory Approval; provided that
reasonable measures shall be taken to assure confidential treatment and narrowest
possible use and disclosure of such information;d)
    
    (i) reasonably necessary in filing or prosecution of patents or other
intellectual and/or industrial property rights covering the manufacture, use or sale
of Unoprostone or the Licensed Product(s) or (ii) reasonably necessary in defending
litigation related to Licensed Patents if such litigation relates to this Agreement,
and in each case of (i) and (ii), provided that the Receiving Party or Party disclosing
information developed in confidence in the performance of this Agreement, if such
disclosure is non-confidential, gives reasonable advance notice to the Disclosing
Party, or other Party in the case of information developed in confidence in the
performance of this Agreement, of such disclosure; ande)
    
    to the extent necessary, and subject to subcontracting provisions set forth in
this Agreement, to its Affiliates, directors, officers, employees, consultants,
sublicensees of SPA or RTU (or bona fide potential sublicensees of SPA or RTU), vendors
and clinicians, under written agreements of confidentiality substantially similar or at
least as restrictive as those set forth in this Agreement, who have a need to know such
information in connection with a Party performing its obligations or exercising its
rights under this Agreement; provided, that either Party may enter into such written
agreements that provide for shorter timeframes for maintaining confidentiality than
those set forth in this Agreement with the written consent of the other Party.
 9.2 Patient Information.
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
  9.3 Use of Name and Disclosure of Terms. provided provided
 Article 10. Intellectual Property Rights
 10.1 RTU Intellectual Property Rights.
 10.2 Patent Filing Prosecution and Maintenance. NDA Transfer)
 10.3 Information and Cooperation.
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
  10.4 Product Trademarks.
 10.5 Intellectual Property Legal Actions.
 10.5.1
    
    Notice of Third Party Infringement, Opposition or Interference. In the event (ia)
either Party becomes aware of any possible infringement, opposition of or interference with
any Licensed Patent Rights or Licensed Know-How relating to the Licensed Product or any
Product Trademark in the SPA Territory, (ii) either Party becomes aware of the submission by
any Third Party of regulatory filing in SPA Territory for a product that includes the
manufacture, use or sale of Unoprostone, or (iii) either Party becomes aware of any
infringement, interference, opposition, or a nullity action being filed against any Licensed
Patent by a Third Party (each, an Infringement), that Party shall promptly notify the other
Party and provide it with all details of such Infringement of which it is aware (each, an
Infringement Notice).10.5.2
    
    SPAs Right to Enforce. In the event of an Infringement, RTU shall have the first
right and option to initiate legal proceedings or take other commercially reasonable steps
regarding such Infringement. If RTU does not take or initiate commercially reasonable steps
to initiate legal proceedings or take other actions regarding the Infringement within ten (10)
days from any Infringement Notice, then SPA or its Affiliates shall have the right and option
to do so at its own expense.10.5.3
    
    No Settlement and Allocation of Damages. Neither Party shall settle any
Infringement claim or proceeding under this Article that would limit the rights of a Party
hereunder without the prior written consent of the other Party, which consent shall not be
unreasonably withheld, conditioned or delayed. If either SPA and/or RTU collects any
settlement or judgment from any
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
 Third Party Infringers, the Parties shall first allocate any
such amounts to each Party equal to
their respective attorneys fees and litigation costs. Any additional amounts collected
shall be payable to SPA.10.5.4
    
    Right to Represent. RTU and its Affiliates shall have the right, at their own
expense, to participate and be represented by counsel that it selects, in any legal
proceedings or other action instituted under this Article by SPA.10.5.5
    
    Cooperation. In any action, suit or proceeding instituted under this Article, the
Parties shall cooperate with and assist each other in all reasonable respects. Upon the
reasonable request of the Party instituting such action, suit or proceeding, the other Party
shall join therein and shall be represented using counsel of its own choice, at the requesting
Partys expense.
 Article 11. Term and Termination
 11.1 Term
 11.1.1
    
    If no Order is submitted from SPA to RTU, or no Clinical Trials are initiated from two (2)
years of the Effective Date, then this Agreement shall terminate without further consideration
or notice; OR11.1.2
    
    With respect to each Licensed Product, the term of this Agreement shall commence on the
Effective Date and, unless earlier terminated as provided in this Agreement, shall expire upon
the later of (i) a period of ten (10) years, or (ii) the expiry of all Product Valid Claims in
SPA Territory with respect to such Licensed Product, or (iii) the loss of Data Exclusivity
with respect to such Licensed Product. If this Agreement expires (i.e., not terminated
pursuant to Section 11.2, Termination for Material Breach),then, at RTUs request, the
Parties shall negotiate in good faith the terms by which SPA could continue to promote or
co-promote and distribute the Licensed Product or SPA will sell back to RTU, and RTU will
repurchase from SPA, at SPAs actual cost, remaining inventory with greater than twelve (12)
months remaining shelf life.
 11.2 Termination.
 11.2.1
    
    Termination for Material Breach. In the event of an alleged material breach of this
Agreement by a Party, the other Party must give the Party that is allegedly in default notice
thereof if such non-breaching party intends to terminate the Agreement pursuant to this
Section 11.2.1. Any dispute regarding an alleged material breach of this Agreement shall be
resolved in accordance with this Article. It is the Parties express intent that consideration
shall first and foremost be given to remedying any breach of this Agreement through the
payment of monetary damages or such other legal or equitable remedies as shall be
appropriate under the circumstances, as decided, in each case, according to the provisions
of Section 14.1.2 (Dispute Resolution), and that there shall only be a limited right to
terminate this Agreement as a matter of last resort. If,
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
 however, a Party receives a notice
of material breach that relates solely to the payment of amounts due hereunder, and (i)
there is no dispute as to the amounts owed and (ii) such breach for non-payment is not cured
within ninety (90) days after receipt of such notice, the notifying Party shall be entitled
to immediately terminate this Agreement by giving written notice to the defaulting Party. In
the event that the neutral (as defined in Section 14.1.2 (Dispute Resolution)), in
accordance with the procedures set forth in Section 14.1.2, has rendered a ruling that a
Party has materially breached this Agreement, which ruling specified the remedies imposed on
such breaching Party for such breach, and the breaching Party has failed to comply with the
terms of such adverse ruling within the time period specified therein for compliance, or if
such compliance cannot be fully achieved by such date, the breaching Party has failed to
commence compliance and/or has failed to use diligent efforts to achieve full compliance as
soon thereafter as is reasonably possible, or in the event the material breach cannot be
remedied, then in each case the non-breaching Party shall then in each case the
non-breaching Party shall have the following rights:
 a)
    
    if SPA is the breaching Party that failed to cure such breach or, if applicable
comply with an adverse ruling and if the basis for such breach is SPAs failure to
abide by a material obligation under this Agreement, RTU may terminate this Agreement
with respect only to such specific Licensed Product(s) to which such breach relates to
by delivering written notice to SPA after the expiration of the period during which SPA
was to comply as set forth in the adverse ruling (if applicable) or may at its option
continue this Agreement in effect and seek monetary or relief against SPA in an amount
commensurate with the damages suffered; andb)
    
    if RTU is the breaching Party that failed to cure such breach or, if
applicable, comply with an adverse ruling and if the basis for such breach is RTUs
failure to abide by a material obligation under this Agreement, SPA may terminate this
Agreement with respect only to such specific Licensed Product(s) to which such breach
relates to by delivering written notice to RTU after the expiration of the period
during which RTU was to comply as set forth in the adverse ruling (if applicable) or
may at its option continue this Agreement in effect and seek monetary or relief against
RTU in an amount commensurate with the damages suffered.
 11.2.2
    
    Termination for Insolvency. In the event a Party files for protection under the
bankruptcy laws, makes an assignment for the benefit of creditors, appoints or
suffers appointment of a receiver or trustee over its property, files a petition under any
bankruptcy or insolvency act or has any such petition filed against it which is not
discharged within sixty (60) days of the filing thereof, then the other Party may terminate
this Agreement effective immediately upon written notice to such Party.11.2.3
    
    Termination for Licensed Product Withdrawal or Material Adverse Event. In the event
the Licensed Product is withdrawn from the market by a Regulatory Authority in any country in
the
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
 world or a material Adverse Event occurs, then SPA may terminate this Agreement effective
immediately upon written notice to RTU.
 11.3 Consequences of Termination of Agreement in its Entirety.
 11.3.1
    
    the licenses granted by RTU to SPA under this Agreement shall terminate and any and all
rights and properties (including Regulatory Filings) provided to SPA hereunder shall revert to
RTU;11.3.2
    
    with respect to all Clinical Studies or post approval studies for any Licensed Product(s)
being conducted as of the effective date of termination, the applicable Party shall end such
Clinical Studies or post approval studies with respect to enrolled subjects in an orderly and
prompt manner in accordance with Applicable Law, including any required follow up treatment
with previously enrolled subjects, and all other Development, Commercialization and Promotion
activities under this Agreement shall promptly cease.11.3.3
    
    each Party shall return, or if allowed by the other Party destroy (and soon thereafter
provide to the other Party written certification evidencing such destruction), all data,
files, records and other materials in its possession or control relating to the other Partys
Technology, or containing or comprising the other Partys Confidential Information.
 11.4 Consequences of Termination of Agreement with respect to a Licensed Product.
 11.4.1
    
    the licenses granted by RTU to SPA under this Agreement shall terminate with respect to such
terminated Licensed Product(s);11.4.2
    
    with respect to all Clinical Studies or post approval studies for such terminated Licensed
Product being conducted as of the effective date of termination, the applicable Party shall
end such Clinical Studies or post approval studies with respect to enrolled subjects in an
orderly and prompt manner in accordance
with Applicable Law, including any required follow up treatment with previously enrolled
subjects, and all other Development, Commercialization and Promotion activities under this
Agreement shall promptly cease.
 11.5 Surviving Provisions.
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
 11.6 Continued Obligations.
 Article 12. Representations and Warranties
 12.1 Mutual Representations and Warranties.
 12.1.1
    
    Corporate Power. Such Party is duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation or formation, and has full
corporate or other power and authority to enter into this Agreement and to carry out the
provisions hereof.12.1.2
    
    Due Authorization. Such Party (i) has the power and authority and the legal right to
enter into this Agreement and to perform its obligations hereunder and (ii) has taken all
necessary action on its part required to authorize the execution and delivery of this
Agreement and the performance of its obligations hereunder.12.1.3
    
    Binding Agreement. This Agreement has been duly executed and delivered on behalf of
such Party and constitutes a legal, valid and binding obligation of such Party and is
enforceable against it in accordance with the terms hereof subject to the effects of
bankruptcy, insolvency or other laws of general application affecting the enforcement of
creditor rights and judicial principles affecting the
availability of specific performance and general principles of equity, whether
enforceability is considered a proceeding at law or equity.12.1.4
    
    Conflicts. The execution and delivery of this Agreement and the performance of such
Partys obligations hereunder (i) does not conflict with or violate any provision of the
articles of incorporation, bylaws or any similar instrument of such Party, as applicable, in
any material way and (ii) does not conflict with, violate or breach, or constitute a default
or require any consent under, any contractual obligation or court or administrative order by
which such Party is bound.
 12.2 Compliance with Applicable Law.
 12.3 Intellectual Property  RTU Representations and Warranties.
 12.3.1
    
    Right to Grant Licenses. RTU represents and warrants to SPA that it has the right
to grant to SPA rights and licenses within the scope set forth in this Agreement that is free
and clear of any licenses, sublicenses and all encumbrances and RTU will not enter into an
agreement that is inconsistent with the rights and licenses granted to SPA in this Agreement.
RTU represents and
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
 warrants that no agreements exist with Third Parties that limits or
restricts use of the Licensed Patents.12.3.2
    
    No Existing Claims or Infringement. RTU represents and warrants that, to the best
of its knowledge, with respect to all relevant patents and patent applications, trademarks and
trademark applications in relation to the Licensed Patents and Product Trademarks, that all
patents are valid and in good standing, all assignments for patents and patent applications
have been appropriately obtained and recorded, all inventors have been correctly and
appropriately listed, no inventorship disputes exist, and there is no claim or demand of any
Person pertaining to, or any proceeding which is pending or to the best of its knowledge
threatened, that challenges RTUs interest in or the validity of, scope of , infringement of
or enforceability of the Licensed Patents or Product Trademarks or makes any adverse claim of
inventorship or ownership thereof. None of the relevant patents and patent applications,
trademarks and trademark applications in the Licensed Patents and Product Trademarks are the
subject of any ongoing infringement by any Third Party or any pending or, to RTUs knowledge,
threatened adverse claim, judgment, injunction, order, decree or agreement restricting its use
in connection with the Licensed Product.12.3.3
    
    Disclosure and Delivery. RTU represents and warrants that at the time of disclosure
and delivery of the Licensed Patents and Product Trademarks to SPA, RTU shall, to the best of
its knowledge, have the full right and legal capacity to
disclose and license the Licensed Patents and Trademark Applications without violating the
rights of Third Parties.12.3.4
    
    Maintaining Existing Licenses and Rights. RTU represents and warrants that RTU
shall maintain all rights and licenses executed by RTU as of the Effective Date that
materially affect SPAs rights set forth in this Agreement. All such licenses are listed in
Exhibit B (Licensed Patents) to this Agreement. In the event RTU receives notice that it is
in breach of any such rights or license, RTU represents and warrants that it shall give prompt
written notice to SPA and take all actions to cure such breach, including at SPAs option,
allowing SPA to cure such breach if possible without impairing SPAs legal rights and remedies
set forth in this Agreement. RTU represents and warrants that RTU shall use commercially
reasonable efforts to ensure Product Trademarks exist in each country in SPA Territory and are
kept in good standing for an initial period of ten (10) years with ten (10) year automatic
renewals, as listed in Exhibit D (Product Trademarks) to this Agreement, which shall be
updated from time to time.12.3.5
    
    Future Authorizations. RTU shall obtain and maintain during the Term all
authorizations, consents and approvals, governmental or otherwise, necessary for RTU to grant
the rights and licenses granted by RTU under this Agreement.
 12.4 No Debarment.
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
  12.4.1
    
    Debarred Individual means an individual who has been debarred by the Food and Drug
Administration (FDA) pursuant to 21 U.S.C. §335a (a) or (b) from providing services in any
capacity to a Person that has an approved or pending drug product application or is similarly
debarred under corresponding Applicable Law outside of the United States but in the SPA
Territory.12.4.2
    
    Debarred Entity means a corporation, partnership or association that has been debarred by
the Food and Drug Administration (FDA) pursuant to 21 U.S.C. §335a(a) or (b) from submitting
or assisting in the submission of any abbreviated
drug application, or a subsidiary or affiliate of a Debarred Entity or is similarly debarred
under corresponding Applicable Law outside of the United States but in the SPA Territory..12.4.3
    
    Excluded Individual or Excluded Entity means (i) an individual or entity, as applicable,
who has been excluded, debarred, suspended or is otherwise ineligible to participate in
federal health care programs such as Medicare or Medicaid by the Office of the Inspector
General (OIG/HHS) of the U.S. Department of Health and Human Services, or (ii) is an
individual or entity, as applicable, who has been excluded, debarred, suspended or is
otherwise ineligible to participate in federal procurement and non-procurement programs,
including those produced by the U.S. General Services Administration (GSA) or is similarly
debarred under corresponding Applicable Law outside of the United States but in the SPA
Territory..12.4.4
    
    Convicted Individual or Convicted Entity means an individual or entity, as applicable,
who has been convicted of a criminal offense that falls within the ambit of 21 U.S.C. §335a(a)
or 42 U.S.C. §1320a  7(a), but has not yet been excluded, debarred, suspended or otherwise
declared ineligible or is similarly debarred under corresponding Applicable Law outside of the
United States but in the SPA Territory..
 12.5 No Litigation.
 12.6 No Additional Material Information.
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
 12.7 Warranty Disclaimer.
 12.8 Limited Liability.
 Article 13. Indemnification; Insurance
 13.1 Indemnification by SPA. RTU
Indemnitees Third Party Claim
 13.1.1
    
    improper storage or handling of the Unoprostone or the Licensed Product by SPA or its
Affiliates or sublicensees including but not limited to failure to comply with CMC
specifications, practices or procedures filed in support of the NDA for the Licensed Products;13.1.2
    
    SPAs negligence or willful misconduct in regard to its performance, or non-performance,
under this Agreement including but not limited to its compliance with cGMP law and regulations
and filed CMC requirements of the NDA for the Licensed Products; or13.1.3
    
    a breach of any of SPAs representations or warranties hereunder;
   13.2 Indemnification by RTU. SPA
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
 Indemnitees
 13.2.1
    
    improper storage, handling, manufacturing, formulation or contamination of the Unoprostone
or the Licensed Product by RTU or its Affiliates Agreement including but not limited to its
compliance with cGMP law and regulations and filed CMC requirements of the NDA for the
Licensed Products;13.2.2
    
    Infringement of Third Party intellectual property rights by the manufacture, use or sale of
Licensed Products pursuant to the terms and conditions of this Agreement
or the filing and prosecution of any Licensed Patents or Licensed Know-How or any Product
Trademark;13.2.3
    
    failure by RTU or any Affiliate or subcontractor of RTU to supply Licensed Product in
accordance with the Specifications and Applicable Law including but not limited to its
compliance with cGMP law and regulations and filed CMC requirements of the NDA for the
Licensed Products;13.2.4
    
    any product liability claims arising from quality defect of the Product;13.2.5
    
    Non-Conforming Product as set forth in Unoprostone Supply Agreement, Section 2.3.2;13.2.6
    
    RTUs and/or its subcontractors negligence or willful misconduct in regard to its
performance, or non-performance, under this Agreement; or13.2.7
    
    a breach of any of RTUs representations or warranties hereunder;
  13.3 Procedures for Indemnification.
 13.3.1
    
    Notice of Claim. Each Party shall give the other Party prompt written notice of any
Third Party Claim (an Indemnification Claim Notice). Each Indemnification Claim Notice
shall contain a description of the claim and the nature and amount of the loss claimed (to the
extent that the nature and amount of such loss is known at such time). The indemnified Party
shall furnish promptly to the indemnifying Party copies of all papers and official documents
received in respect of any such Third Party Claim. The indemnifying Party shall not be
required to provide indemnification notice with respect to a Third Party Claim to the extent
that the defense of such Third Party Claim is materially prejudiced by the failure to give
timely notice by the indemnified Party or the intentional misconduct of the indemnified Party.
 13.3.2
    
    Assumption of Defense. At its option, the indemnifying Party may assume the defense
of any Third Party Claim by giving written notice to the indemnified Party within fourteen
(14) days after the indemnifying Partys receipt of an Indemnification Claim Notice or sooner
if necessary. The assumption of the defense of a Third Party Claim by the indemnifying Party
shall not be
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##### 



[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
 construed as an acknowledgement that the indemnifying Party is liable to
indemnify any SPA Indemnitees or RTU Indemnitees (as applicable) in respect of the Third Party
Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may
assert against any indemnified Partys claim for indemnification.13.3.3
    
    Control of the Defense. Upon the assumption of the defense of a Third Party Claim
by the indemnifying Party:
 a)
    
    the indemnifying Party may appoint as lead counsel in the defense of the Third
Party Claim any legal counsel selected by the indemnifying Party, which shall be
reasonably acceptable to the indemnified Party;b)
    
    the indemnified Party shall promptly deliver to the indemnifying Party all
original notices and documents (including court papers) received by the indemnified
Party in connection with the Third Party Claim; andc)
    
    except as expressly provided in Section 13.3.4, the indemnifying Party shall
not be liable to the indemnified Party for any legal expenses subsequently incurred by
such indemnified Party or any SPA Indemnitee or RTU Indemnitee (as applicable) in
connection with the analysis, defense or settlement of the Third Party Claim. To the
extent that it is ultimately determined that the indemnifying Party is not obligated to
indemnify, defend or hold harmless an Indemnitee from and against the Third Party
Claim, the indemnified Party shall reimburse the indemnifying Party for any and all
costs and expenses (including reasonable attorneys fees and costs of suit) and any
loss incurred by the indemnifying Party in its defense of the Third Party Claim with
respect to such indemnified Party or Indemnitee.
 13.3.4
    
    Right to Participate in the Defense. Without limiting Section 13.3.2 or Section
13.3.3, any SPA Indemnitee or RTU Indemnitee (as applicable) shall be entitled to participate
in, but not control, the defense of a Third Party Claim and to retain counsel of its choice
for such purpose; provided that such retention shall be at its own expense unless, (i) the
indemnifying Party has failed to assume the defense and retain counsel in accordance with
Section 13.3.2 (in which case the indemnified Party shall control the defense), or (ii) the
interests of the Indemnitee and the indemnifying Party with respect to such Third Party Claim
are sufficiently adverse to prohibit the representation by the same counsel of both parties
under Applicable Law, ethical rules or equitable principles.13.3.5
    
    Settlement. The indemnifying Party shall have the sole right to consent to the
entry of any judgment, enter into any settlement or otherwise dispose of any Third Party
Claim, on such terms as the indemnifying Party, in its reasonable discretion, shall deem
appropriate; provided that:
 a)
    
    the sole relief provided is the payment of money damages;
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
 b)
    
    the consent, settlement or other disposition does not, and will not, result in
a finding or admission of any negligence, intentional malfeasance, violation of any
Applicable Law or any violation of the rights of any person and does not effect on any
other claims that may be made against the indemnified Party;c)
    
    the consent, settlement or other disposition does not, and will not, result in
the indemnified Partys rights under this Agreement being adversely affected; andd)
    
    the consent, settlement or other disposition does not, and will not, result in
the indemnified Party becoming subject to injunctive or other relief or otherwise will
adversely affect the business of the indemnified Party in any manner.
 With respect to all other Third Party Claims, where the indemnifying Party has assumed the
defense of the Third Party Claim in accordance with Section 13.3.2, the indemnifying Party
shall have authority to consent to the entry of any judgment, enter into any settlement or
otherwise dispose of such Third Party Claim with the prior written consent of the
indemnified Party (which consent shall not be unreasonably withheld, conditioned or
delayed). The indemnifying Party shall not be liable for any settlement or other
disposition of a Third Party Claim by an indemnified Party that is reached without the prior
written consent of the indemnifying Party. Regardless of whether the indemnifying Party
chooses to defend or prosecute any Third Party Claim, no indemnified Party shall admit any
liability with respect to, or settle, compromise or discharge, any Third Party Claim without
the prior written consent of the indemnifying Party, such consent not to be unreasonably
withheld, conditioned or delayed.13.3.6
    
    Cooperation. Regardless of whether the indemnifying Party chooses to defend or
prosecute any Third Party Claim, the indemnified Party shall, and shall cause each Indemnitee
to, cooperate in the defense or prosecution thereof and shall furnish such records,
information and testimony, provide such witnesses and attend such conferences, discovery
proceedings, hearings, trials and appeals as may be reasonably requested in connection
therewith. Such cooperation shall include access during normal business hours afforded to
indemnifying Party to, and reasonable retention by the indemnified Party of, records and
information that are reasonably relevant to such Third Party Claim, and making indemnified
Parties and other employees and agents available on a mutually convenient basis to provide
additional information and explanation of any material provided hereunder, and the
indemnifying Party shall reimburse the indemnified Party for any out-of-pocket expenses in
connection therewith.
 13.4 Insurance.
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended.
  Article 14. Miscellaneous
 14.1
    
    Governing Law; Dispute Resolution.14.1.1
    
    Governing Law. This Agreement and all disputes arising out of or related to this
Agreement, or the performance, enforcement, breach or termination hereof, and any remedies
relating thereto, shall be construed, governed, interpreted and applied in accordance with the
substantive laws of New York, United States of America, without regard to conflict of laws
principles, except that questions affecting the construction and effect of any patent shall be
determined by the law of the country in which the patent shall have been granted. The Parties
hereby exclude the application of or reference to the United Nations Convention on Contracts
for the International Sale of Goods from this Agreement.14.1.2
    
    Dispute Resolution.
 a)
    
    Negotiation.The parties agree to consult and negotiate in good faith to try to
resolve any dispute, controversy or claim, of any nature or kind, whether in contract,
tort or otherwise, that arises out of or relates to this
Agreement. No formal dispute resolution shall be used by either party unless and
until the chief executive officers of each party shall have attempted to meet in
person to achieve such an amicable resolution.b)
    
    Arbitration.Any dispute, controversy or claim that arises out of or relates
to this Agreement that is not resolved under Section 14.1.2(a) shall be settled by
final and binding arbitration in accordance with the Rules of Arbitration of the
International Chamber of Commerce (ICC) in effect on the Effective Date, as modified
by Section 14.1.2(c) below. Judgment upon the award rendered by the arbitrators may be
entered in any court of competent jurisdiction. The place of arbitration shall be
Paris, France unless another location is agreed upon between the parties and
arbitrators. The arbitration shall be conducted in the English language by three (3)
neutral arbitrators
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended .
 selected by mutual agreement of the parties or, if that is not
possible within thirty (30) days of the initial demand for such arbitration, by the
ICC. At least one (1) arbitrator shall have professional knowledge of and experience
in the regulation of and terms of trade of the ethical pharmaceutical industry.c)
    
    Special Rules.Notwithstanding any provision to the contrary in the ICCs
Rules of Arbitration, the parties hereby stipulate that any arbitration hereunder shall
be subject to the following special rules:
 (i)
    
    The arbitrators may not award or assess punitive damages
against either party; and(ii)
    
    Each party shall bear its own costs and expenses of the
arbitration and shall share equally the fees and costs of the arbitrators,
subject to the power of the arbitrators, in their sole discretion, to award all
such reasonable costs, expenses and fees to the prevailing party.
 14.2
    
    Notices.14.2.1
    
    Notice Requirements. Any notice, request, demand, waiver, consent, approval or
other communication permitted or required under this Agreement shall be in writing and in
English, shall refer specifically to this Agreement and shall be deemed given only if
delivered by hand with written confirmation of receipt, by telefax with written confirmation
of receipt issued by other means than by automated telefax response or by internationally
recognized overnight delivery service that maintains records of delivery, addressed to the
Parties at their respective addresses specified in Sub-Section 14.2.2 or to such other address
as the Party to whom notice is to be given may have provided to the other Party in accordance
with this Section. Such notice shall be deemed to have been given
as of the date delivered by hand or transmitted by facsimile (with transmission
confirmed by other means than automated telefax response) or upon receipt (at the
place of delivery) if sent by an internationally recognized overnight delivery
service. Any notice delivered by facsimile shall be confirmed by a hard copy
delivered by internationally recognized overnight delivery service that maintains
records of delivery as soon as practicable thereafter. This Section is not intended
to govern the day-to-day business communications necessary between the Parties in
performing their obligations under the terms of this Agreement.14.2.2
    
    Addresses for Notice.
 For SPA:
    
    Sucampo Pharma Americas Inc.4520 East West Highway3rd FloorBethesda, MD 20814USA
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended .
 Attention: Legal DepartmentFax: 301 961 3440For RTU:
    
    R-Tech Ueno, Ltd.4-1, Techno-ParkSanda, Hyogo, 669-1339JapanAttention: Mr. Ryu HirataFacsimile Number: 81-795-60-7180
 14.3 Equitable Relief. Confidentiality and Non-Disclosure Confidentiality and Non-Disclosure Confidentiality and Non-Disclosure
 14.4 Amendment; Waiver.
 14.5 No Third Party Beneficiaries. Indemnification by SPA)
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended .
  14.6 Relationship of the Parties.
 14.7 Assignment and Successors Patent License Grants and Know-How Access)
 14.8 Binding Effect.
 14.9 Force Majeure. Force Majeure
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended .
  14.10 Headings; References.
 14.11 Interpretation.
 14.12 Severability.
 14.13 Entire Agreement.
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended .
  14.14 Counterparts.
 14.15 Expenses.
 14.16 Further Assurance.
 14.17 License Survival During Bankruptcy.
 14.18 Press Release. Use of Name and Disclosure of Terms)
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[*] = Certain confidential information contained in this document, marked by brackets, is filed  with the Securities and Exchange Commission pursuant to Rule 24b-2 of  The Securities Exchange Act of 1934, as amended .
 IN WITNESS WHEREOF
 For and on behalf of
    
    
    
    For and On Behalf ofSucampo Pharma Americas, Inc.
    
    
    
    R Tech Ueno, Ltd.By Its Duly Authorized Representative
    
    
    
    By Its Duly Authorized RepresentativeSignature
    
    /s/ Gayle Dolecek
    
    
    
    Signature
    
    /s/ Yukiko HashiteraName
    
    Gayle Dolecek, PD, MPH
    
    
    
    Name
    
    Yukiko HashiteraTitle
    
    SVP, Research and Development
    
    
    
    Title
    
    PresidentDate
    
    April 23, 2009
    
    
    
    Date
    
    April 23, 2009
 
 Page 41 of 41




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[*] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
1934, as amended.
  
 CONFIDENTIAL
    
    Unoprostone NDA Transfer/IP and Data Sharing Agreement
 Exhibit A
 Description of Unoprostone Isopropyl
 Generic name:
    
    Unoprostone Isopropyl (USAN)Chemical names:
    
    [*]CAS No.:
    
    120373-24-2Structural Formula:
    
    [*]
 
 1/1




---



##### 



[*] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
1934, as amended.
  
 CONFIDENTIAL
    
    Unoprostone NDA Transfer/IP and Data Sharing Agreement
 Exhibit B
  1/1




---



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[*] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
1934, as amended.
 Confidential
    
    Exhibit C Licensed Patents
 Title
    
    Country
    
    Application No
    
    Filling Date
    
    Patent No
    
    Issue Date
    
    Expiration dateProstaglandins of the F series
    
    USA
    
    07/945594
    
    
    9/16/1992
    
    
    5221763
    
    6/22/1993
    
    7/15/2012Canada
    
    565406
    
    
    4/28/1988
    
    
    1324129
    
    11/9/1993
    
    11/9/2010Treatment of Ocular Hypertension with a
Synergistic Combination for Ocular
Administration
    
    USA
    
    07/703660
    
    
    5/21/1991
    
    
    5208256
    
    5/4/1993
    
    5/21/2011Canada
    
    2042972-1
    
    
    5/22/1991
    
    
    2042972
    
    10/15/1996
    
    5/21/2011TREATMENT OF OCULAR HYPERTENSION WITH A
SYNERGISTIC COMBINATION
    
    USA
    
    07/704570
    
    
    5/21/1991
    
    
    5166175
    
    11/24/1992
    
    5/21/2011Canada
    
    2042937-2
    
    
    5/21/1991
    
    
    2042937
    
    4/30/2002
    
    5/21/2011TREATMENT OF OCULAR HYPERTENSION WITH A
SYNERGISTIC COMBINATION FOR OPHTHALMIC USE
    
    USA
    
    07/899170
    
    
    6/15/1992
    
    
    5175189
    
    12/29/1992
    
    5/21/2011Canada
    
    2042936-4
    
    
    5/21/1991
    
    
    2042936
    
    4/30/2002
    
    5/21/2011TREATMENT OF OCULAR HYPERTENSION WITH A
SYNERGISTIC COMBINATION
    
    USA
    
    08/031875
    
    
    3/16/1993
    
    
    5397797
    
    3/14/1995
    
    3/14/2012Canada
    
    2042934-8
    
    
    5/21/1991
    
    
    2042934
    
    4/23/2002
    
    5/21/2011TREATMENT OF OCULAR HYPERTENSION WITH A
SYNERGISTIC COMBINATION
    
    USA
    
    08/487637
    
    
    6/7/1995
    
    
    5547968
    
    8/20/1996
    
    8/20/2013Canada
    
    2061907-4
    
    
    2/26/1992
    
    
    2061907
    
    4/8/2003
    
    2/26/2012INCREASING THE CHOROIDAL BLOOD FLOW
    
    USA
    
    07/867359
    
    
    4/13/1992
    
    
    5221690
    
    6/22/1993
    
    4/13/2012Canada
    
    2065889-4
    
    
    4/13/1992
    
    
    2065889
    
    8/27/2002
    
    4/13/2012TREATMENT OF OCULAR HYPERTENSION
    
    USA
    
    08/162386
    
    
    12/7/1993
    
    
    5432174
    
    7/11/1995
    
    8/24/2012PROCESS FOR PRODUCTION OF PROSTAGLANDIN
INTERMEDIATES
    
    USA
    
    07/937949
    
    
    9/1/1992
    
    
    5274130
    
    12/28/1993
    
    9/1/2012
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[*] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
1934, as amended.
 Confidential
    
    Exhibit C Licensed Patents
 Title
    
    Country
    
    Application No
    
    Filling Date
    
    Patent No
    
    Issue Date
    
    Expiration dateSTABILIZATION OF A PROSTANOIC ACID COMPOUND
    
    USA
    
    08/202132
    
    
    2/25/1994
    
    
    5523461
    
    6/4/1996
    
    2/25/2014Treatment of Optic Nerve Disorder with
Prostanoic Acid Compounds
    
    USA
    
    08/613048
    
    
    3/8/1996
    
    
    5773471
    
    6/30/1998
    
    3/8/2016Canada
    
    [*]
    
    
    [*]TREATMENT OF OCULAR HYPERTENSION WITH A
SYNERGISTIC COMBINATION
    
    USA
    
    09/220847
    
    
    12/28/1998
    
    
    6329426
    
    12/1/2001
    
    9/30/2018PHARMACEUTICAL COMPOSITION FOR THE TREATMENT
OF HYPERTENSION AND GLAUCOMA
    
    Canada
    
    2356912
    
    
    12/25/1998
    
    
    23536912
    
    2/24/2009
    
    12/25/2018Apotosis Inhibitor
    
    USA
    
    09/816655
    
    
    3/26/2001
    
    
    7129272
    
    10/31/2006
    
    3/26/2021Canada
    
    [*]
    
    
    [*]Treatment of Ocular Hypertension and Glaucoma
    
    USA
    
    09/900021
    
    
    7/9/2001
    
    
    6458836
    
    10/1/2002
    
    7/9/2021Treatment of Ocular Hypertension and Glaucoma
    
    Canada
    
    [*]
    
    
    [*]CONTROL OF INTRAOCULAR PRESSURE DURING
SURGERY
    
    USA
    
    09/645361
    
    
    8/25/2000
    
    
    6414021
    
    7/2/2002
    
    8/25/2020[*]
    
    USA
    
    [*]
    
    
    [*]Canada
    
    [*]
    
    
    [*][*]
    
    USA
    
    [*]
    
    
    [*]Canada
    
    [*]
    
    
    [*][*]
    
    USA(pro)
    
    [*]
    
    
    [*]
 2/2




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##### 



[*] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
1934, as amended.
  CONFIDENTIAL
    
    Unoprostone NDA Transfer/IP and Data Sharing Agreement
  RESCULA
 Country
    
    Application No.
    
    Category
    
    Application Date
    
    Registration No.USA
    
    77/470526
    
    Class 5
    
    2008.5.9Canada
    
    806022
    
    Class 5
    
    1996.3.4
    
    806022




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##### 



[*] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
1934, as amended.
 Exhibit E
 
 
 Sucampo Acquires Rights to Rescula ® for U.S. and Canada
 Strengthens Sucampos Prostone Product Portfolio
Potential for Label Expansion in Dry AMD
 Bethesda, Maryland, and Tokyo, Japan  April 23, 2009 ®
  ®
  1




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##### 



[*] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
1934, as amended.
   Terms of the Agreement
    About Rescula (unoprostone isopropyl)
    2




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##### 



[*] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
1934, as amended.
   About dry age-related macular degeneration (dry AMD)
   About glaucoma
    Sources
 1.
    
    Retina Today, January/February 20072.
    
    National Eye Institute, Facts about Age-Related Macular Degeneration [NEI Health
Information]3
    
    Glaucoma Research Foundation, Glaucoma Facts and Stats
 About Sucampo Pharmaceuticals
  3




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##### 



[*] = Certain confidential information contained in this document, marked by
brackets, is filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
1934, as amended.
 www.sucampo.com
 About R-Tech Ueno
   Forward-Looking Statements
   4