exv10w9



 







Exhibit 10.9




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June 16, 2006 (the
“Effective Date”), is hereby entered into in the State of Maryland by and between SUCAMPO
PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and RYUJI UENO, M.D., Ph.D.
(“Executive”).



     WHEREAS, Executive is one of the founders of the Company and has been employed by the Company
for some time, most recently pursuant to the terms of a Second Amended and Restated Employment
Agreement effective as of August 15, 2004;



     WHEREAS, Executive and his spouse own a controlling interest in Sucampo AG, which will enter
into an Amended and Restated Patent Access Agreement with Company to be executed on or about the
date hereof (the “Patent Access Agreement”) pursuant to which Sucampo AG has licensed certain of
its patented technology and know-how to the Company on an exclusive basis in the Company’s
Territory;



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



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



     WHEREAS, in light of the foregoing, the Company desires to continue to employ Executive as its
Chief Operating Officer and Chief Scientific Officer, and Executive desires to remain in such
employment.



 









 





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



Article 1. Employment Agreement




     1.1 Employment and Duties



     The Company offers and Executive hereby accepts employment with the Company for the Term (as
hereinafter defined) as its Chief Operating Officer and Chief Scientific Officer, and in connection
therewith, agrees to perform such duties as Executive shall reasonably be assigned by the Company’s
Board of Directors. Executive hereby warrants and represents that Executive has no contractual
commitments or other obligations to third parties inconsistent with Executive’s acceptance of this
employment and performance of the obligations set forth in this Agreement. Executive shall perform
such duties and carry out Executive’s responsibilities hereunder faithfully and to the best of
Executive’s ability, and shall devote Executive’s full business time and best efforts to the
business and affairs of the Company during normal business hours (exclusive of periods of vacation,
sickness, disability, or other leaves to which Executive is entitled). Notwithstanding the
foregoing, it is understood and agreed that Executive may devote a reasonable amount of his
business time to the affairs of the Sucampo Group Companies (i.e., Sucampo AG, S&R
Technology Holdings LLC, S&R Foundation, R-Tech Ueno, Ltd., Sucampo Pharma, Ltd. and Sucampo Pharma
Europe, Ltd.) in which he is currently engaged as a director, officer, manager, member or employee,
as the case may be, and that such activities shall be permitted under this Agreement insofar as
they do not materially interfere with Executive’s performance of his responsibilities and duties
under this Agreement. Executive will perform all of Executive’s responsibilities in compliance
with all applicable laws



2









 




and will ensure that the operations that Executive manages are in compliance with all applicable
laws.




Article 2. Employment Term




     2.1 Term



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



     2.2 Survival on Merger or Acquisition



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



Article 3. Compensation and Benefits




     3.1 Compensation




     (a) Base Salary. The Company shall pay Executive a salary at an annual rate
that is not less than Four Hundred Fifty Thousand Dollars ($450,000.00), to be paid in
bi-weekly installments, in arrears (the “Base Salary”). Thereafter, the Base Salary
will be



3









 





reviewed by the Compensation Committee of the Board of Directors (the “Compensation
Committee”) at least annually, and its recommendations shall be reviewed and approved by the
independent members of the Board. Base Salary may, in the sole discretion of the
independent Directors, be increased, but not decreased (unless mutually agreed by Executive
and the Company).




     (b) Stock Compensation. Following the occurrence of the Equity
Eligibility Date, Executive shall be eligible for consideration to receive
restricted stock grants, incentive stock options or other awards in accordance with the 2006
Stock Incentive Plan. Recommendations concerning the decision to make an award pursuant to
that Plan and the amount of any award are entirely discretionary, and shall be made by the
Compensation Committee, subject to review and approval by the independent members of the
Board. In the event that, during the Term (i) the Company is acquired or is the
non-surviving party in a merger, or (ii) the Company sells all or substantially all of its
assets, or (iii) in the event of the death of Executive, all unvested restricted stock
awards and incentive stock options having previously been awarded to Executive shall
immediately vest and may be exercised in accordance with the terms of the Plan and the
Executive’s grant award. For purposes of this Agreement, the “Equity Eligibility Date”
shall be the date upon which the equity ownership in the Company of Executive, when combined
with that of Dr. Sachiko Kuno, shall cease to represent at least fifty percent (50%) of the
Company’s total equity.




     (c) Bonuses. Executive shall be eligible to receive an annual bonus award in
recognition of Executive’s contributions to the success of the Company pursuant to the
Company’s management incentive bonus program as it may be amended or modified



4









 







from time to time. The bonus award shall be based on an annual incentive target of
fifty percent (50%) of Executive’s Base Salary, and determined by the Compensation
Committee’s assessment of Executive’s achievement of annual objectives. The Compensation
Committee’s recommendation shall be reviewed and approved by the independent members of the
Board. The decision to make an award and the amount of any award shall be determined by the
independent Directors, in their sole discretion.




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



     3.2 Participation in Benefit Plans



     Executive shall be entitled to participate in all employee benefit plans or programs of the
Company offered to other employees to the extent that Executive’s position, tenure, salary, and
other qualifications make Executive eligible to participate in accordance with the terms of such
plans. The Company does not guarantee the continuance of any particular employee benefit plan or
program during the Term, and Executive’s participation in any such plan or program shall be subject
to all terms, provisions, rules and regulations applicable thereto. Executive will be entitled to
four (4) weeks of vacation per year, to be used and administered in accordance with the Company’s
vacation policy as it may change from time to time.



     3.3 Expenses



     The Company will pay or reimburse Executive for all reasonable and necessary out-of-pocket
expenses incurred by Executive in the performance of Executive’s duties under this



5









 







Agreement. Executive shall provide to the Company detailed and accurate records of such
expenses for which payment or reimbursement is sought, and Company payments shall be in accordance
with the regular policies and procedures maintained by the Company from time to time.



     3.4 Professional Organizations



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



     3.5 Parking



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



Article 4. Termination of Employment




     4.1 Definitions



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




     (a) “Benefit Period” shall mean the eighteen (18) month period commencing on
the Date of Termination which occurs in connection with a termination of employment
described in the first sentence of Section 4.4(a).



6









 






     (b) “Cause” shall mean any of the following:




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




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




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




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




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




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



7









 





Executive’s reasonable, good faith belief that such failure or refusal is
required by law.




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




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




     (e) “Good Reason” shall mean:




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




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



8









 






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




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




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




     (f) “Change in Control” shall mean:




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




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




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



9









 






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



     4.2 Termination Upon Death or Disability



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



     4.3 Company’s and Executive’s Right to Terminate



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



10









 







Executive’s employment hereunder may be terminated by Executive at any time for Good Reason
and, if without Good Reason, upon thirty (30) days prior written notice to the Company.



     4.4 Compensation Upon Termination




     (a) Severance. In the event the Company terminates (or elects not to renew)
this Agreement without Cause or pursuant to Section 4.2 due to the disability of Executive,
or in the event Executive terminates this Agreement for Good Reason, Executive shall be
entitled to receive: (i) Executive’s Base Salary through the Date of Termination, (ii)
reimbursement of any COBRA continuation premium payments made by Executive for the Benefit
Period, and (iii) a lump sum severance payment equal to twenty-four (24) months of
Executive’s then current Base Salary to be made not later than ten (10) business days
following the expiration of the revocation period in Executive’s release (as provided in
Section 4.4(c) below) without any revocation having occurred. Notwithstanding the
foregoing, the Company shall, to the extent necessary and only to the extent necessary,
modify the timing of delivery of severance benefits to Executive if the Company reasonably
determines that the timing would subject the severance benefits to any additional tax or
interest assessed under Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”). In such event, the payments will be made as soon as practicable without causing
the severance benefits to trigger such additional tax or interest under Section 409A of the
Code In the event this Agreement is terminated (or not renewed) for any reason other than
by the Company without Cause or pursuant to Section 4.2 due to the disability of Executive
or by Executive for Good Reason, Executive shall not be entitled to the continuation of any
compensation, bonuses or



11









 







benefits provided hereunder, or any other payments following the Date of Termination,
other than Base Salary earned through such Date of Termination.




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




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



12









 





Article 5. Employment Covenants




     5.1 Definitions



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




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




     (b) “Confidential Information” shall mean all confidential and proprietary
information of the Company, its Predecessors and Affiliates, whether in written, oral,
electronic or other form, including but not limited to trade secrets; technical, scientific
or business information; processes; works of authorship; Inventions; discoveries;
developments; systems; chemical compounds; computer programs; code; algorithms; formulae;
methods; ideas; test data; know how; functional and technical specifications; designs;
drawings; passwords; analyses; business plans; information regarding actual or demonstrably
anticipated business, research or development; marketing, sales and pricing strategies; and
information regarding the Company’s current and prospective consultants, customers,
licensors, licensees, investors and personnel, including their names, addresses, duties and
other personal characteristics. Confidential Information does not include information that
(i) is in the public domain, other than as a result of an act of misappropriation or breach
of an obligation of confidentiality by any person; (ii)



13









 







Executive can verify by written records kept in the ordinary course of business was in
Executive’s lawful possession prior to its disclosure to Executive; (iii) is received by
Executive from a third party without a breach of an obligation of confidentiality owed by
the third party to the Company and without the requirement that Executive keep such
information confidential; or (iv) Executive is required to disclose by applicable law,
regulation or order of a governmental agency or a court of competent jurisdiction. If
Executive is required to make disclosure pursuant to clause (iv) of the preceding sentence
as a result of the issuance of a court order or other government process, Executive shall
(a) promptly, but in no event more than 72 hours after learning of such court order or other
government process, notify, pursuant to Section 6.1 below, the Company; (b) at the Company’s
expense, take all reasonable necessary steps requested by the Company to defend against the
enforcement of such court order or other government process, and permit the Company to
intervene and participate with counsel of its choice in any proceeding relating to the
enforcement thereof; and (c) if such compelled disclosure is required, Executive shall
disclose only that portion of the Confidential Information that is necessary to meet the
minimum legal requirement imposed on Executive.




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



14









 






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




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




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



     5.2 Nondisclosure and Nonuse 



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



     5.3 Other Confidentiality Obligations 



     Executive acknowledges that the Company may, from time to time, have agreements with other
persons or entities or with the U.S. Government or governments of other countries, or



15









 







agencies thereof, which impose confidentiality obligations or other restrictions on the
Company. Executive hereby agrees to be bound by all such obligations and restrictions and shall
take all actions necessary to discharge the obligations of the Company thereunder, including,
without limitation, signing any confidentiality or other agreements required by such third parties.



     5.4 Return of Confidential Information 



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



     5.5 Confidential Information of Others 



     Executive represents that Executive’s performance of all the terms of this Agreement and
Executive’s employment with the Company do not and will not breach any agreement to keep in
confidence proprietary information, knowledge or data with regard to which Executive has
obligations of confidentiality or nonuse, and Executive shall not disclose to the Company or cause
the Company to use any such confidential proprietary information, knowledge or data



16









 







belonging to any previous employer of Executive or other person, except as such disclosure or
use may be authorized in writing by the previous employer or other person. Executive represents
that Executive has not brought and will not bring to the Company or use at the Company any
confidential materials or documents of any former employer or other person that are not generally
available to the public, unless express written authorization for their possession and use has been
obtained from such former employer or other person. Executive agrees not to enter into any
agreement, whether written or oral, that conflicts with these obligations.



     5.6 Other Obligations 



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



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



     Executive hereby assigns to the Company all right, title and interest in all intellectual
property, including any patent applications, trade secrets, know how, copyrights, software, or
trademarks associated with the Executive Work Product and Confidential Information. Executive
hereby acknowledges and agrees that all Executive Work Product subject to copyright protection
constitutes “work made for hire” under United States copyright laws (17 U.S.C. § 101) and is owned
exclusively by the Company. To the extent that title to any Executive Work Product subject to
copyright protection does not constitute a “work for hire,” and to the extent title to any other
Executive Work Product does not, by operation of law or otherwise, vest in the Company, all right,
title, and interest therein, including, without limitation, all copyrights, patents and trade
secrets, and all copyrightable or patentable subject matter, are



17









 







hereby irrevocably assigned to the Company. Executive shall promptly disclose to the Company
in writing all Executive Work Product. Executive shall, without any additional compensation,
execute and deliver all documents or instruments and give the Company all assistance it requires to
transfer all right, title, and interest in any Executive Work Product to the Company; to vest in
the Company good, valid and marketable title to such Executive Work Product; to perfect, by
registration or otherwise, trademark, copyright and patent protection of the Company with respect
to such Executive Work Product; and otherwise to protect the Company’s trade secret and proprietary
interest in such Executive Work Product. Executive hereby irrevocably designates and appoints the
Company and its duly authorized officers and agents as Executive’s agents and attorneys-in-fact to
act for and on Executive’s behalf, and to execute and file any documents and to do all other
lawfully permitted acts to further the purposes of this Section 5.7 with the same legal force and
effect as if executed by Executive.



     5.8 Representations 



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



     5.9 Inventions, Intellectual Property and Equipment Not Transferred 



     Executive has set forth on Exhibit C attached hereto a complete list and brief description of
all Inventions, intellectual property and equipment located at the Company which is owned directly
or indirectly by Executive and which shall not be transferred to the Company pursuant to this
Agreement. Except as so listed, Executive agrees that he will not assert any rights under any



18









 







intellectual property as having been made or acquired by Executive prior to being employed by
the Company. The Company may, at its discretion, require detailed disclosures and materials
demonstrating ownership of the intellectual property so listed.



     5.10 Effect of Patent Access Agreement



     Pursuant to the Patent Access Agreement among Sucampo AG (“SAG”), Sucampo Pharmaceuticals,
Inc. (“SPI”), Sucampo Pharma, Ltd. (“SPL”), and Sucampo Pharma Europe, Ltd. (“SPE”), SAG has
licensed certain of its patented technology and know-how to SPI, SPL, and SPE on an exclusive basis
in their respective Territories (as that term is defined in the Patent Access Agreement). The
Patent Access Agreement contains provisions pursuant to which patented technology or know-how owned
by SAG is either (i) not licensed to SPI, SPL, or SPE, or (ii) if licensed by SAG to SPI, SPL, or
SPE, will be transferred back or revert to SAG under certain circumstances. In the event that the
provisions of this Agreement and the Patent Access Agreement conflict with respect to the transfer
of or right to use any patented technology or know-how covered by the Patent Access Agreement, the
parties agree that the provisions of the Patent Access Agreement shall control.



     5.11 Exclusivity of Employment



     During the Term, and without prior approval of the Board of Directors, Executive shall not
directly or indirectly engage in any activity competitive with or adverse to the Company’s business
or welfare or render a material level of services of a business, professional or commercial nature
to any other person or firm, whether for compensation or otherwise; provided, however, that
Executive may devote a reasonable amount of his business time to the affairs of Sucampo Group
Companies in which he is currently engaged as a director, officer, manager,



19









 







member or employee, as the case may be, and may participate in charitable and civic
undertakings, provided that such activities do not materially interfere with the performance of
Executive’s duties and responsibilities to the Company.



     5.12 Covenant Not to Compete



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




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




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



20









 






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




     “Conflicting Product” means any product, method or process, system or
service of any person or organization other than the Company that is the same as,
similar to or interchangeable with any product, method or process, system or service
involving prostones, prostone compounds or derivates, or any prostone-related
technology.




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



     5.13 Non-Solicitation



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



     5.14 Judicial Enforcement



     In the event of a breach or violation of any provision of this Article 5 by Executive, the
parties agree that, in addition to any other remedies it may have, the Company shall be entitled to
equitable relief for specific performance, and Executive hereby agrees and acknowledges that the



21









 







Company has no adequate remedy at law for the breach of the employment covenants contained
herein.



Article 6. Miscellaneous




     6.1 Notices



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



	 	 	 
	     To Company:

	 	Sucampo Pharmaceuticals, Inc.
	 

	 	4733 Bethesda Avenue, Suite 450
	 

	 	Bethesda, Maryland 20814
	 

	 	Attention: Chairperson, Board of Directors
	 
	 	 
	     To Executive:

	 	Ryuji Ueno, M.D., Ph.D.
	 

	 	24687 Yacht Club Road
	 

	 	St. Michael, Maryland 21663





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




22









 








     6.2 Headings



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



     6.3 Modifications; Waiver



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



     6.4 Entire Agreement



     This Agreement, together with the Exhibits hereto and Executive’s Acknowledgement of
Consideration, contains the entire agreement of the parties with respect to the subject matter
hereof and supersedes all other agreements, oral or written, heretofore made with respect thereto
including, without limitation, that certain agreement between Executive and the Company dated and
effective as of August 15, 2004.



     6.5 Severability



     Any provision of this Agreement that may be prohibited by, or unlawful or unenforceable under,
any applicable law of any jurisdiction shall, as to such jurisdiction, be ineffective without
affecting any other provision hereof. To the full extent, however, that the provisions of such



23









 




applicable law may be waived, they are hereby waived, to the end that this Agreement be deemed
to be a valid and binding agreement enforceable in accordance with its terms.




     6.6 Controlling Law



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



     6.7 Arbitration



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



     6.8 Assignments



     Subject to obtaining Executive’s prior approval, which shall not be unreasonably withheld or
delayed, the Company shall have the right to assign this Agreement and to delegate all rights,



24









 







duties and obligations hereunder to any entity that controls the Company, that the Company
controls or that may be the result of the merger, consolidation, acquisition or reorganization of
the Company and another entity. Executive agrees that this Agreement is personal to Executive and
Executive’s rights and interest hereunder may not be assigned, nor may Executive’s obligations and
duties hereunder be delegated (except as to delegation in the normal course of operation of the
Company), and any attempted assignment or delegation in violation of this provision shall be void.



     6.9 Read and Understood



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



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.



	 	 	 	 	 	 	 
	 	 	SUCAMPO PHARMACEUTICALS, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kei S. Tolliver	 	 
	 

	 	 	 	 

Kei S. Tolliver
	 	 
	 

	 	Its:
	 	Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Ryuji Ueno	 	 
	 	 	 	 	 
	 	 	RYUJI UENO, M.D., Ph.D.	 	 







25









 








EXHIBIT A




GENERAL RELEASE




     This
General Release is made and entered into as of the ___ day of ___, 20___
(the “Separation Date”), by and between ___ (hereinafter
“Executive”) and Sucampo Pharmaceuticals, Inc. (“SPI”), a corporation organized under the laws of
the State of Delaware, and its affiliates (hereinafter collectively referred to as the “Company”).



     WHEREAS, Executive and SPI are parties to an Employment Agreement dated ___,
20___ (hereinafter, the “Agreement”);



     WHEREAS, Executive and Company intend to settle any and all claims that Executive may have
against Company as a result of any act, occurrence, decision, event or omission occurring at any
time prior to the signing of this General Release, including, but not limited to, any matter or
fact arising out of Executive’s employment with SPI, the termination of Executive’s employment
pursuant to Section ___ of the Agreement [here specify the particular section invoked for the
termination], or the events giving rise to the Agreement or this General Release;



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



     NOW, THEREFORE, in consideration of the provisions and the mutual covenants contained herein,
the parties agree as follows:



 









 





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



          A. Executive understands and agrees that Executive’s release of claims in this General Release
includes, but is not limited to, any claims Executive may have under Title VII of the Federal Civil
Rights Act of 1964, as amended; the Americans with Disabilities Act, the Equal Pay Act, the Fair
Labor Standards Act, the Employee Retirement and Income Security Act, the Age Discrimination in
Employment Act, the Family and Medical Leave Act, the Maryland Fair Employment Practices Act, or
any other federal, state, or local statute, ordinance, or law.




          B. Executive also understands that Executive is giving up all other claims, whether grounded
in contract or tort theories, including, but not limited to, wrongful discharge, breach of
contract, tortious interference with contractual relations, promissory estoppel,




 









 







detrimental reliance, breach of the implied covenant of good faith and fair dealing, breach of
express or implied promise, breach of manuals or other policies, breach of fiduciary duty, assault,
battery, fraud, invasion of privacy, intentional or negligent misrepresentation, defamation,
including libel, slander, discharge defamation and self-publication defamation, discharge in
violation of public policy, whistleblower, intentional or negligent infliction of emotional
distress, or any other theory, whether legal or equitable.




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




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




          E. Notwithstanding any of the foregoing, this General Release shall not apply with respect to
any rights or claims which Executive may have under the terms of
Section ___ of the Agreement
itself [same section as cited above] or to any rights or benefits Executive may





 









 







have related to vested accrued benefits under the terms of the Company’s benefit plans or to
the Executive’s right to be indemnified by the Company pursuant to the terms of its bylaws and the
law of the State of Delaware.




          F. Executive may revoke this release of claims, insofar as it extends to potential claims
under the Age Discrimination in Employment Act, by informing the Company of Executive’s intent to
revoke this release within seven (7) calendar days following the execution of this General Release.
Executive understands that any such revocation must be stated in writing and delivered by hand or
by certified mail-return receipt requested within the seven (7) day period to [INSERT name and
mailing address]. If Executive exercises this right to revoke or rescind, the Company shall have
no obligation to provide severance pay or benefits to Executive as provided by the Agreement.




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




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



     3. Executive hereby acknowledges and states that Executive has read this General Release and
has been advised to consult with an attorney prior to signing this General Release. Executive
further represents that Executive has had adequate time to consider the terms of this General
Release, that it is written in language which is understandable to Executive, that



 









 




Executive fully appreciates the meaning of the terms of this General Release, and that
Executive enters into this General Release freely and voluntarily.




     IN WITNESS WHEREOF, Executive after due consideration and consultation, has authorized,
executed, and delivered this General Release upon the date indicated below.



	 	 	 	 	 	 	 	 	 	 	 
	DATE:
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	NAME	 	 	 	 






 









 






EXHIBIT B




TERMINATION CERTIFICATE




     I hereby certify that I do not have in my possession or under my control, nor
have I failed to return, any “Company Materials” as defined in that certain
Employment Agreement (the “Agreement”) entered into between Sucampo Pharmaceuticals,
Inc., a Delaware corporation, and me, dated ______.



     I further certify that I have complied with and will continue to comply with
all the terms of the Agreement.



	 	 	 	 	 
	 

	 	 

Executive’s Signature
	 	 
	 
	 	 	 	 
	 

	 	 

Print Name
	 	 
	 
	 	 	 	 
	 

	 	 

Date
	 	 







 










 










EXHIBIT C




Inventions,
Intellectual Property, and Equipment Not Transferred to Company






The inventions, intellectual property and/or equipment listed below are currently owned by Sucampo
AG, and no rights with respect to the listed inventions, intellectual property and/or equipment are
intended to be transferred or assigned to the Company by reason of
the Employment Agreement.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Description	 	Patent No.	 	 	Application No.	 	 	Country	 	Status
	METHOD FOR INHIBITING INFECTION OF HUMAN T-CELLS
	 	 	4840941	 	 	 	144131	 	 	U.S.A. DIV2	 	Granted
	METHOD FOR TOPICALLY CLEANSING THE HUMAN BODY
	 	 	5100879	 	 	 	398318	 	 	U.S.A. CIP	 	Granted
	CONDOM
	 	 	4869270	 	 	 	196574	 	 	U.S.A.	 	Granted
	TREATMENT OF SHOCK BY CYCLODEXTRINS AND THEIR DERIVATIVES
	 	 	5071838	 	 	 	679864	 	 	U.S.A. CIP	 	Granted
	IMPROVEMENT IN DIURESIS BY CYCLODEXTRINS AND THEIR
DERIVATIVES
	 	 	5132298	 	 	 	599607	 	 	U.S.A.	 	Granted
	COMPOSITION FOR TREATMENT OF LIGHT-INJURED RETINAL
DEGENERATION DISEASE
	 	 	6248759	 	 	 	09/408562	 	 	U.S.A.	 	Granted
	COMPOSITION FOR TREATMENT OF LIGHT-INJURED RETINAL
DEGENERATION DISEASE
	 	 	 	 	 	 	2000-573361	 	 	JAPAN	 	pending
	AGENT FOR TREATING VISUAL CELL FUNCTION DISORDER
	 	 	6864232	 	 	 	09/869129	 	 	U.S.A.	 	Granted
	AGENT FOR TREATING VISUAL CELL FUNCTION DISORDER
	 	 	 	 	 	 	200-590655	 	 	JAPAN	 	pending
	AGENT FOR TREATING VISUAL CELL FUNCTION DISORDER
	 	 	 	 	 	 	99959930.1	 	 	EPC	 	pending
	AGENT FOR TREATING DRY EYE
	 	 	 	 	 	 	09/926411	 	 	U.S.A.	 	Allowed
	AGENT FOR TREATING DRY EYE
	 	 	6872383	 	 	 	10/354083	 	 	U.S.A. CA	 	Granted
	AGENT FOR TREATING DRY EYE
	 	 	 	 	 	 	2001-615007	 	 	JAPAN	 	pending
	AGENT FOR TREATING DRY EYE
	 	 	1173177	 	 	 	00921047.7	 	 	EPC	 	Granted
	COMPOSITION FOR TOPICAL ADMINISTRATION
	 	 	7033604	 	 	 	10/187013	 	 	U.S.A.	 	Granted
	COMPOSITION FOR TOPICAL ADMINISTRATION
	 	 	 	 	 	 	11/258914	 	 	U.S.A. DIV	 	pending
	COMPOSITION FOR TOPICAL ADMINISTRATION
	 	 	 	 	 	 	2003-510107	 	 	JAPAN	 	pending
	COMPOSITION FOR TOPICAL ADMINISTRATION
	 	 	 	 	 	 	02741390.5	 	 	EPC	 	pending
	OPHTHALMIC COMPOSITION
	 	 	6403598	 	 	 	09/485414	 	 	U.S.A.	 	Granted
	OPHTHALMIC COMPOSITION
	 	 	6476039	 	 	 	10/133450	 	 	U.S.A. DIV	 	Granted
	OPHTHALMIC COMPOSITION
	 	 	 	 	 	 	11-22996	 	 	JAPAN	 	pending
	COMPOSITION FOR TREATMENT OF EXTERNAL SECRETION
DISORDERS EXCEPT HYPOLACRIMATION
	 	 	6339088	 	 	 	09/673563	 	 	U.S.A.	 	Granted
	COMPOSITION FOR TREATMENT OF EXTERNAL SECRETION
DISORDERS EXCEPT HYPOLACRIMATION
	 	 	 	 	 	 	2000-599253	 	 	JAPAN	 	pending






- 1 -









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Description	 	Patent No.	 	 	Application No.	 	 	Country	 	Status
	METHOD OF TREATING OCULAR ALLERGIES WITH A MACROLIDE
COMPOUND
	 	 	 	 	 	 	10/523842	 	 	U.S.A.	 	pending
	METHOD OF TREATING OCULAR ALLERGIES WITH A MACROLIDE
COMPOUND
	 	 	 	 	 	 	2004-527368	 	 	JAPAN	 	pending
	METHOD FOR INHIBITING INFECTION OF HUMAN T-CELLS
	 	 	4840941	 	 	 	144131	 	 	U.S.A. DIV2	 	Granted
	METHOD FOR TOPICALLY CLEANSING THE HUMAN BODY
	 	 	5100879	 	 	 	398318	 	 	U.S.A. CIP	 	Granted
	METHOD FOR DIAGNOSIS OR PREDICTING SUSCEPTIBILITY TO
PSYCHIATRIC DISORDERS
	 	 	 	 	 	 	11/043959	 	 	U.S.A.	 	pending
	METHOD FOR DIAGNOSIS OR PREDICTING SUSCEPTIBILITY TO
PSYCHIATRIC DISORDERS
	 	 	 	 	 	 	2005-021515	 	 	JAPAN	 	pending
	METHOD FOR DIAGNOSIS OF OPTIC NEUROPATHY
	 	 	 	 	 	 	PCT/JP05/005601	 	 	PCT	 	pending
	METHOD FOR TREATING OCULAR HYPERTENSION AND GLAUCOMA
	 	 	 	 	 	 	10/429677	 	 	U.S.A.	 	Allowed
	METHOD FOR TREATING OCULAR HYPERTENSION AND GLAUCOMA
	 	 	 	 	 	 	 	 	 	U.S.A. CA	 	pending
	METHOD AND COMPOSITION FOR TREATING OCULAR HYPERTENSION
AND GLAUCOMA
	 	 	 	 	 	 	2005-501572	 	 	JAPAN	 	pending
	METHOD AND COMPOSITION FOR TREATING OCULAR HYPERTENSION
AND GLAUCOMA
	 	 	 	 	 	 	2502437	 	 	Canada	 	pending
	METHOD AND COMPOSITION FOR TREATING OCULAR HYPERTENSION
AND GLAUCOMA
	 	 	 	 	 	 	03758746.6	 	 	EPC	 	pending
	PROSTAGLANDINS OF THE F SERIES
	 	 	289349	 	 	 	8830931.5	 	 	EPC	 	Granted
	OCULAR HYPOTENSIVE AGENTS
	 	 	5001153	 	 	 	246059	 	 	U.S.A.	 	Granted
	OCULAR HYPOTENSIVE AGENTS
	 	 	5151444	 	 	 	584669	 	 	U.S.A. CA	 	Granted
	OCULAR HYPOTENSIVE AGENTS
	 	 	2209939	 	 	 	8821104.0	 	 	England	 	Granted
	OCULAR HYPOTENSIVE AGENTS
	 	 	308135	 	 	 	88308299.2	 	 	EPC	 	Granted
	OCULAR HYPOTENSIVE AGENTS
	 	 	455264	 	 	 	91108317.8	 	 	EPC DIV	 	Granted
	OCULAR HYPOTENSIVE AGENTS
	 	 	5194429	 	 	 	615515	 	 	U.S.A. DIV	 	Granted
	OCULAR HYPOTENSIVE AGENTS
	 	 	5236907	 	 	 	774750	 	 	U.S.A. CA	 	Granted
	OCULAR HYPOTENSIVE AGENTS
	 	 	2008226	 	 	 	63-248720	 	 	JAPAN	 	Granted
	OCULAR HYPOTENSIVE AGENTS
	 	 	2009965	 	 	 	63-248721	 	 	JAPAN	 	Granted
	OCULAR HYPOTENSIVE AGENTS
	 	 	366279	 	 	 	89310016.4	 	 	EPC	 	Granted
	OCULAR HYPOTENSIVE AGENTS
	 	 	580268	 	 	 	93202691.7	 	 	EPC DIV	 	Granted
	TREATMENT OF OCULAR HYPERTENSION WITH A SYNERGISTIC
COMBINATION FOR OCULAR ADMINISTRATION
	 	 	458588	 	 	 	91304574.6	 	 	EPC	 	Granted
	TREATMENT OF OCULAR HYPERTENSION WITH A SYNERGISTIC
COMBINATION
	 	 	5166175	 	 	 	704570	 	 	U.S.A.	 	Granted
	TREATMENT OF OCULAR HYPERTENSION WITH A SYNERGISTIC
COMBINATION
	 	 	2511585	 	 	 	3-147793	 	 	JAPAN	 	Granted






- 2 -









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Description	 	Patent No.	 	 	Application No.	 	 	Country	 	Status
	TREATMENT OF OCULAR HYPERTENSION WITH A SYNERGISTIC
COMBINATION
	 	 	2042937	 	 	 	2042937-2	 	 	Canada	 	Granted
	TREATMENT OF OCULAR HYPERTENSION WITH A SYNERGISTIC
COMBINATION
	 	 	109862	 	 	 	8273/91	 	 	Korea	 	Granted
	TREATMENT OF OCULAR HYPERTENSION WITH A SYNERGISTIC
COMBINATION
	 	 	60036	 	 	 	80103866	 	 	TAIWAN	 	Granted
	TREATMENT OF OCULAR HYPERTENSION WITH A SYNERGISTIC
COMBINATION
	 	 	458590	 	 	 	91304576.1	 	 	EPC	 	Granted
	TREATMENT OF OCULAR HYPERTENSION WITH A SYNERGISTIC
COMBINATION FOR OPHTHALMIC USE
	 	 	5175189	 	 	 	899170	 	 	U.S.A. CA	 	Granted
	TREATMENT OF OCULAR HYPERTENSION WITH A SYNERGISTIC
COMBINATION FOR OPHTHALMIC USE
	 	 	2042936	 	 	 	2042936-4	 	 	Canada	 	Granted
	TREATMENT OF OCULAR HYPERTENSION WITH A SYNERGISTIC
COMBINATION FOR OPHTHALMIC USE
	 	 	59178	 	 	 	80103867	 	 	TAIWAN	 	Granted
	TREATMENT OF OCULAR HYPERTENSION WITH AN OCULAR
SYNERGISTIC COMBINATION
	 	 	5397797	 	 	 	08/031875	 	 	U.S.A. CA	 	Granted
	TREATMENT OF OCULAR HYPERTENSION WITH AN OCULAR
SYNERGISTIC COMBINATION
	 	 	2042934	 	 	 	2042934-8	 	 	Canada	 	Granted
	TREATMENT OF OCULAR HYPERTENSION WITH AN OCULAR
SYNERGISTIC COMBINATION
	 	 	59100	 	 	 	80103868	 	 	TAIWAN	 	Granted
	PROCESS OF PREPARING PROSTAGLANDIN INTERMEDIATES
	 	 	2119050	 	 	 	3-223415	 	 	JAPAN	 	Granted
	TREATMENT OF OCULAR HYPERTENSION WITH A SYNERGISTIC
COMBINATION
	 	 	5547968	 	 	 	8/487637	 	 	U.S.A. CA3	 	Granted
	TREATMENT OF OCULAR HYPERTENSION WITH A SYNERGISTIC
COMBINATION
	 	 	2511611	 	 	 	4-43018	 	 	JAPAN	 	Granted
	TREATMENT OF OCULAR HYPERTENSION WITH A SYNERGISTIC
COMBINATION
	 	 	2061907	 	 	 	2061907-4	 	 	Canada	 	Granted
	TREATMENT OF OCULAR HYPERTENSION WITH A SYNERGISTIC
COMBINATION
	 	 	221369	 	 	 	3307/92	 	 	Korea	 	Granted
	TREATMENT OF OCULAR HYPERTENSION WITH A SYNERGISTIC
COMBINATION
	 	 	63244	 	 	 	81100863	 	 	TAIWAN	 	Granted
	TREATMENT OF OCULAR HYPERTENSION WITH A SYNERGISTIC
COMBINATION
	 	 	501678	 	 	 	92301412.0	 	 	EPC	 	Granted
	INCREASING THE CHOROIDAL BLOOD FLOW
	 	 	5221690	 	 	 	867359	 	 	U.S.A.	 	Granted
	INCREASING THE CHOROIDAL BLOOD FLOW
	 	 	2592196	 	 	 	4-263463	 	 	JAPAN	 	Granted
	INCREASING THE CHOROIDAL BLOOD FLOW
	 	 	2065889	 	 	 	2065889-4	 	 	Canada	 	Granted
	TREATMENT OF OCULAR HYPERTENSION
	 	 	5432174	 	 	 	8/162386	 	 	U.S.A. CA	 	Granted
	TREATMENT OF OCULAR HYPERTENSION
	 	 	 	 	 	 	5-56852	 	 	JAPAN	 	pending
	TREATMENT OF OCULAR HYPERTENSION
	 	 	0561073	 	 	 	92307700.2	 	 	EPC	 	Granted
	PROCESS FOR PRODUCTION OF PROSTAGLANDIN INTERMEDIATES
	 	 	5274130	 	 	 	07/937949	 	 	U.S.A.	 	Granted
	PROCESS FOR PRODUCTION OF PROSTAGLANDIN INTERMEDIATES
	 	 	2746800	 	 	 	4-233473	 	 	JAPAN	 	Granted
	STABILIZATION OF A PROSTANOIC ACID COMPOUND
	 	 	5523461	 	 	 	8/202132	 	 	U.S.A.	 	Granted
	STABILIZATION OF A PROSTANOIC ACID COMPOUND
	 	 	2839798	 	 	 	4-227047	 	 	JAPAN	 	Granted






- 3 -









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Description	 	Patent No.	 	 	Application No.	 	 	Country	 	Status
	TREATMENT OF OPTIC NERVE DISORDER WITH PROSTANOIC ACID
COMPOUNDS
	 	 	5773471	 	 	 	08/613048	 	 	U.S.A.	 	Granted
	TREATMENT OF OPTIC NERVE DISORDER WITH PROSTANOIC ACID
COMPOUNDS
	 	 	3625946	 	 	 	8-53063	 	 	JAPAN	 	Granted
	TREATMENT OF OPTIC NERVE DISORDER WITH PROSTANOIC ACID
COMPOUNDS
	 	 	 	 	 	 	2171226	 	 	Canada	 	pending
	TREATMENT OF OPTIC NERVE DISORDER WITH PROSTANOIC ACID
COMPOUNDS
	 	 	96107319.5	 	 	 	96107319.5	 	 	China	 	Granted
	TREATMENT OF OPTIC NERVE DISORDER WITH PROSTANOIC ACID
COMPOUNDS
	 	 	399795	 	 	 	6237/96	 	 	Korea	 	Granted
	TREATMENT OF OPTIC NERVE DISORDER WITH PROSTANOIC ACID
COMPOUNDS
	 	 	127611	 	 	 	85102651	 	 	TAIWAN	 	Granted
	TREATMENT OF OPTIC NERVE DISORDER WITH PROSTANOIC ACID
COMPOUNDS
	 	 	701620	 	 	 	48003/96	 	 	Australia	 	Granted
	TREATMENT OF OPTIC NERVE DISORDER WITH PROSTANOIC ACID
COMPOUNDS
	 	 	286141	 	 	 	286141	 	 	New Zealand	 	Granted
	TREATMENT OF OPTIC NERVE DISORDER WITH PROSTANOIC ACID
COMPOUNDS
	 	 	310178	 	 	 	19960974	 	 	Norway	 	Granted
	TREATMENT OF OPTIC NERVE DISORDER WITH PROSTANOIC ACID
COMPOUNDS
	 	 	730866	 	 	 	96301637.3	 	 	EPC	 	Granted
	A PHARMACEUTICAL COMPOSITION CONTAINING ALBUMIN AS AN
ACTIVE INGREDIENT
	 	 	149214	 	 	 	86105124	 	 	TAIWAN	 	Granted
	A PHARMACEUTICAL COMPOSITION CONTAINING ALBUMIN AS AN
ACTIVE INGREDIENT
	 	 	6043213	 	 	 	08/981229	 	 	U.S.A.	 	Granted
	A PHARMACEUTICAL COMPOSITION CONTAINING ALBUMIN AS AN
ACTIVE INGREDIENT
	 	 	6159930	 	 	 	09/450008	 	 	U.S.A. DIV	 	Granted
	A PHARMACEUTICAL COMPOSITION CONTAINING ALBUMIN AS AN
ACTIVE INGREDIENT
	 	 	3058920	 	 	 	9-537910	 	 	JAPAN	 	Granted
	A PHARMACEUTICAL COMPOSITION CONTAINING ALBUMIN AS AN
ACTIVE INGREDIENT
	 	 	 	 	 	 	2225398	 	 	Canada	 	pending
	A PHARMACEUTICAL COMPOSITION CONTAINING ALBUMIN AS AN
ACTIVE INGREDIENT
	 	 	97190706.4	 	 	 	97190706.4	 	 	China	 	Granted
	A PHARMACEUTICAL COMPOSITION CONTAINING ALBUMIN AS AN
ACTIVE INGREDIENT
	 	 	0455475	 	 	 	709546/97	 	 	Korea	 	Granted
	A PHARMACEUTICAL COMPOSITION CONTAINING ALBUMIN AS AN
ACTIVE INGREDIENT
	 	 	725508	 	 	 	25761/97	 	 	Australia	 	Granted
	A PHARMACEUTICAL COMPOSITION CONTAINING ALBUMIN AS AN
ACTIVE INGREDIENT
	 	 	320601	 	 	 	19975962	 	 	Norway	 	Granted
	A PHARMACEUTICAL COMPOSITION CONTAINING ALBUMIN AS AN
ACTIVE INGREDIENT
	 	 	834320	 	 	 	97917418.2	 	 	EPC	 	Granted
	TREATMENT OF OCULAR HYPERTENSION WITH A SYNERGISTIC
COMBINATION
	 	 	6329426	 	 	 	09/220847	 	 	U.S.A. CIP	 	Granted
	TREATMENT OF OCULAR HYPERTENSION WITH A SYNERGISTIC
COMBINATION
	 	 	 	 	 	 	11-521457	 	 	JAPAN	 	pending
	TREATMENT OF OCULAR HYPERTENSION WITH A SYNERGISTIC
COMBINATION
	 	 	 	 	 	 	2274708	 	 	Canada	 	pending
	TREATMENT OF OCULAR HYPERTENSION WITH A SYNERGISTIC
COMBINATION
	 	 	 	 	 	 	98945530.8	 	 	EPC	 	pending
	TREATMENT OF OCULAR HYPERTENSION WITH A SYNERGISTIC
COMBINATION
	 	 	 	 	 	 	00103455.2	 	 	Hong Kong	 	pending
	DRUG COMPOSITIONS FOR THE TREATMENT OF OCULAR
HYPERTENSION OR GLAUCOMA
	 	 	 	 	 	 	2000-590641	 	 	JAPAN	 	pending
	DRUG COMPOSITIONS FOR THE TREATMENT OF OCULAR
HYPERTENSION OR GLAUCOMA
	 	 	 	 	 	 	2356912	 	 	Canada	 	pending






- 4 -









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Description	 	Patent No.	 	 	Application No.	 	 	Country	 	Status
	COMPOSITION FOR APOPTOSIS INHIBITION
	 	 	 	 	 	 	09/816655	 	 	U.S.A.	 	pending
	COMPOSITION FOR APOPTOSIS INHIBITION
	 	 	 	 	 	 	90107002	 	 	TAIWAN	 	pending
	COMPOSITION FOR APOPTOSIS INHIBITION
	 	 	 	 	 	 	2001-568431	 	 	JAPAN	 	pending
	COMPOSITION FOR APOPTOSIS INHIBITION
	 	 	 	 	 	 	2403086	 	 	Canada	 	pending
	COMPOSITION FOR APOPTOSIS INHIBITION
	 	 	 	 	 	 	01809737.5	 	 	China	 	pending
	COMPOSITION FOR APOPTOSIS INHIBITION
	 	 	 	 	 	 	2002-7012410	 	 	Korea	 	pending
	COMPOSITION FOR APOPTOSIS INHIBITION
	 	 	2001239551	 	 	 	2001239551	 	 	Australia	 	Granted
	COMPOSITION FOR APOPTOSIS INHIBITION
	 	 	521464	 	 	 	521464	 	 	New Zealand	 	Granted
	COMPOSITION FOR APOPTOSIS INHIBITION
	 	 	 	 	 	 	01914192.8	 	 	EPC	 	pending
	TREATMENT OF OCULAR HYPERTENSION
	 	 	6458836	 	 	 	09/900021	 	 	U.S.A. CIP3	 	Granted
	TREATMENT OF OCULAR HYPERTENSION
	 	 	 	 	 	 	P010101231	 	 	ARGENTINA	 	pending
	TREATMENT OF OCULAR HYPERTENSION
	 	 	 	 	 	 	90106162	 	 	TAIWAN	 	pending
	TREATMENT OF OCULAR HYPERTENSION
	 	 	 	 	 	 	2001-566636	 	 	JAPAN	 	pending
	TREATMENT OF OCULAR HYPERTENSION
	 	 	 	 	 	 	2402597	 	 	Canada	 	pending
	TREATMENT OF OCULAR HYPERTENSION
	 	 	 	 	 	 	01809339.6	 	 	China	 	pending
	TREATMENT OF OCULAR HYPERTENSION
	 	 	 	 	 	 	2002-7011970	 	 	Korea	 	pending
	TREATMENT OF OCULAR HYPERTENSION
	 	 	2001241143	 	 	 	2001241143	 	 	Australia	 	Granted
	TREATMENT OF OCULAR HYPERTENSION
	 	 	521325	 	 	 	521325	 	 	New Zealand	 	Granted
	TREATMENT OF OCULAR HYPERTENSION
	 	 	2002/7140	 	 	 	2002/7140	 	 	South Africa	 	Granted
	TREATMENT OF OCULAR HYPERTENSION
	 	 	 	 	 	 	PI 0109192	 	 	Brazil	 	pending
	TREATMENT OF OCULAR HYPERTENSION
	 	 	233584	 	 	 	PA/A/2002/008967	 	 	Mexico	 	pending
	TREATMENT OF OCULAR HYPERTENSION
	 	 	 	 	 	 	IN/PCT/2002/01464	 	 	India	 	pending
	TREATMENT OF OCULAR HYPERTENSION
	 	 	 	 	 	 	151683	 	 	Israel	 	pending
	TREATMENT OF OCULAR HYPERTENSION
	 	 	 	 	 	 	PV2002-3092	 	 	Czech	 	pending
	TREATMENT OF OCULAR HYPERTENSION
	 	 	 	 	 	 	P0300391	 	 	Hungary	 	pending
	TREATMENT OF OCULAR HYPERTENSION
	 	 	 	 	 	 	20024381	 	 	Norway	 	pending
	TREATMENT OF OCULAR HYPERTENSION
	 	 	 	 	 	 	01912374.4	 	 	EPC	 	pending






- 5 -









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Description	 	Patent No.	 	 	Application No.	 	 	Country	 	Status
	CONTROL OF INTRAOCULAR PRESSURE DURING SURGERY
	 	 	6414021	 	 	 	09/645361	 	 	U.S.A.	 	Granted
	CONTROL OF INTRAOCULAR PRESSURE DURING SURGERY
	 	 	 	 	 	 	2001-250329	 	 	JAPAN	 	pending
	EYE DROP COMPOSITION
	 	 	 	 	 	 	11/110698	 	 	U.S.A. CIP	 	pending
	EYE DROP COMPOSITION
	 	 	 	 	 	 	2005-513236	 	 	JAPAN	 	pending
	EYE DROP COMPOSITION
	 	 	 	 	 	 	2006-7003299	 	 	Korea	 	pending
	EYE DROP COMPOSITION
	 	 	 	 	 	 	 	 	 	Canada	 	pending
	EYE DROP COMPOSITION
	 	 	 	 	 	 	04720157.9	 	 	EPC	 	pending
	TREATMENT OF OCULAR HYPERTENSION AND GLAUCOMA
	 	 	 	 	 	 	10/477359	 	 	U.S.A.	 	pending
	TREATMENT OF OCULAR HYPERTENSION AND GLAUCOMA
	 	 	 	 	 	 	2002-589015	 	 	JAPAN	 	pending
	TREATMENT OF OCULAR HYPERTENSION AND GLAUCOMA
	 	 	 	 	 	 	2003-7014707	 	 	Korea	 	pending
	TREATMENT OF OCULAR HYPERTENSION AND GLAUCOMA
	 	 	 	 	 	 	2002255346	 	 	Australia	 	pending
	TREATMENT OF OCULAR HYPERTENSION AND GLAUCOMA
	 	 	 	 	 	 	2444627	 	 	Canada	 	pending
	TREATMENT OF OCULAR HYPERTENSION AND GLAUCOMA
	 	 	 	 	 	 	PI 0209601-3	 	 	Brazil	 	pending
	TREATMENT OF OCULAR HYPERTENSION AND GLAUCOMA
	 	 	 	 	 	 	PA/A/2003/010363	 	 	Mexico	 	pending
	TREATMENT OF OCULAR HYPERTENSION AND GLAUCOMA
	 	 	 	 	 	 	20035043	 	 	Norway	 	pending
	TREATMENT OF OCULAR HYPERTENSION AND GLAUCOMA
	 	 	 	 	 	 	02724768.3	 	 	EPC	 	pending
	METHOD FOR INHIBITING APOPTOSIS
	 	 	6852687	 	 	 	10/132567	 	 	U.S.A.	 	Granted
	METHOD FOR INHIBITING APOPTOSIS
	 	 	 	 	 	 	2002-123755	 	 	JAPAN	 	pending
	METHOD FOR INHIBITING APOPTOSIS
	 	 	 	 	 	 	02009265.6	 	 	EPC	 	pending
	COMPOSITION FOR PROMOTING HAIR GROWTH
	 	 	 	 	 	 	93124177	 	 	TAIWAN	 	pending
	COMPOSITION FOR PROMOTING HAIR GROWTH
	 	 	 	 	 	 	10/567462	 	 	U.S.A.	 	pending
	COMPOSITION FOR PROMOTING HAIR GROWTH
	 	 	 	 	 	 	 	 	 	Canada	 	pending
	COMPOSITION FOR PROMOTING HAIR GROWTH
	 	 	 	 	 	 	2006-7002643	 	 	Korea	 	pending
	COMPOSITION FOR PROMOTING HAIR GROWTH
	 	 	 	 	 	 	200480029804.9	 	 	China	 	pending
	COMPOSITION FOR PROMOTING HAIR GROWTH
	 	 	 	 	 	 	2006-519266	 	 	JAPAN	 	pending
	COMPOSITION FOR PROMOTING HAIR GROWTH
	 	 	 	 	 	 	04771825.9	 	 	EPC	 	pending
	COMPOSITION AND METHOD FOR SCARP AND HAIR TREATMENT
	 	 	 	 	 	 	2005-034763	 	 	JAPAN	 	pending






- 6 -









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Description	 	Patent No.	 	 	Application No.	 	 	Country	 	Status
	COMPOSITION AND METHOD FOR SCARP AND HAIR TREATMENT
	 	 	 	 	 	 	PCT/JP05/024276	 	 	PCT	 	pending
	METHOD FOR TREATING VASCULAR HYPERPERMEABLE DISEASE
	 	 	 	 	 	 	10/550414	 	 	U.S.A.	 	pending
	METHOD FOR TREATING VASCULAR HYPERPERMEABLE DISEASE
	 	 	 	 	 	 	2006-507702	 	 	JAPAN	 	pending
	METHOD FOR TREATING VASCULAR HYPERPERMEABLE DISEASE
	 	 	 	 	 	 	2520957	 	 	Canada	 	pending
	METHOD FOR TREATING VASCULAR HYPERPERMEABLE DISEASE
	 	 	 	 	 	 	10-2005-7018312	 	 	Korea	 	pending
	METHOD FOR TREATING VASCULAR HYPERPERMEABLE DISEASE
	 	 	 	 	 	 	200480009070.8	 	 	China	 	pending
	METHOD FOR TREATING VASCULAR HYPERPERMEABLE DISEASE
	 	 	 	 	 	 	04724735.8	 	 	EPC	 	pending
	ENDOTHELIN ANTAGONIST
	 	 	 	 	 	 	8-155383	 	 	JAPAN	 	pending
	HAIR GROWTH AGENT
	 	 	3217293	 	 	 	9-100091	 	 	JAPAN	 	Granted







- 7 -