ASSIGNMENT AND ASSUMPTION
AGREEMENT
This
Assignment and Assumption
Agreement (the “ Agreement ”)
is made as of December 29, 2008, by and between Sucampo Pharma
Americas, Inc., formerly known as Sucampo Pharmaceuticals, Inc., a
Delaware corporation (“ Assignor ”) and
Sucampo Pharmaceuticals, Inc., formerly known as Sucampo Pharma
Holdings, Inc., a Delaware corporation (“
Assignee ”). Capitalized terms used in this
Agreement and not otherwise defined shall have the respective
meanings assigned to them in the Merger Agreement (as defined
below).
Whereas, Assignor has created
a new holding company structure pursuant to that certain Agreement
and Plan of Reorganization dated as the date hereof (the “
Merger Agreement ”), by and among Assignor,
Assignee and Sucampo MS, Inc. (“ Merger Sub
”);
Whereas , pursuant to the
Merger Agreement, Merger Sub has merged with and into Assignor, in
a transaction in which (i) Assignor was the surviving
corporation and thereafter a direct, wholly owned subsidiary of
Assignee, (ii) each outstanding share of capital stock of
Assignor was converted into one share of capital stock of Assignee
having the same preferences, rights, and limitations as the share
being converted, (iii) Assignor was renamed “Sucampo
Pharma Americas, Inc.” and (iv) Assignee was renamed
“Sucampo Pharmaceuticals, Inc.” (such transactions
collectively, the “ Reorganization
”);
Whereas, in connection with
the Reorganization and pursuant to the Merger Agreement, Assignor
assigned to Assignee, and Assignee assumed from Assignor, certain
stock incentive plans, option agreements, employment agreements,
indemnification agreements and investor rights agreements specified
in Schedule A thereto (collectively, the “
Assumed Agreements ”); and
Whereas, the purpose of this
Agreement is to confirm and formalize the assignment by Assignor
and assumption by Assignee of the Assumed Agreements.
Now, Therefore, in
consideration of the covenants and agreements set forth herein, the
receipt and sufficiency of which is acknowledged by the
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