INDEPENDENT CONTRACTOR AGREEMENT CONSULTING SERVICES

Exhibit 10.2

INDEPENDENT CONTRACTOR AGREEMENT

CONSULTING SERVICES

THIS INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is made as of August 1, 2008 (the “Execution Date”), by and between SUCAMPO PHARMACEUTICALS, INC., a Delaware corporation with offices at 4520 East West Highway, Third Floor, Bethesda, Maryland 20814 (hereinafter “Sucampo”), and Mariam Morris of 8742 Delcris Drive, Montgomery village, MD 20886 (hereinafter “Contractor”).

WHEREAS, Sucampo is engaged in the research, development, manufacture and marketing of various proprietary pharmaceutical compounds;

WHEREAS, Contractor has unique and specialized knowledge of, among other things, Sucampo’s historic corporate finance, financial reporting and treasury operations;

WHEREAS, Contractor was previously employed by Sucampo pursuant to the terms of an Amended Employment Agreement dated as of May 12, 2007, with certain subsequent amendments, and Contractor’s employment with Sucampo terminated as of July 31, 2008;

WHEREAS, Sucampo desires to retain Contractor for the purpose of consultation with senior management regarding historic corporate finance, financial reporting and treasury operations matters pursuant to the terms of this Agreement;

NOW, THEREFORE, for and in consideration of the premises and covenants contained herein, the parties hereto do mutually agree as follows:

SECTION 1: Performance. During a period not to exceed six (6) months commencing on August 1, 2008, Contractor will provide to Sucampo consultation services of the nature described above on an as needed basis with reasonable advance notice, within the parameters of specific requests or assignments from Sucampo’s Acting Chief Financial Officer, Jan Smilek, or his successor, who will serve as Contractor’s primary contact at Sucampo. Contractor agrees to be available at reasonable times to provide consulting services.

SECTION 2: Compensation. Contractor shall be compensated by Sucampo as follows:

          2.1 A monthly retainer of $3500.00 per month for six (6) months for services provided up to twenty (20) hours per month. This will be paid monthly at the end of each month.

          2.2 For time spent in providing such services for all hours worked over twenty (20) hours per month at an hourly rate of $200 per hour to be billed in increments of 15 minutes at $50 per increment.

Confidential

          2.3 Invoices for any hours after twenty (20) in the month will be sent to Sucampo at the following address:

Sucampo Pharmaceuticals, Inc.
Attn: Accounts Payable
4520 East West Highway, Third Floor
Bethesda, MD 20814

          2.4 Sucampo will pay all approved invoices within thirty (30) days of invoice receipt. Sucampo will provide reasonable notice to Contractor of invoices with disputable charges and all parties will work together to resolve such disputes in a timely manner.

          2.5 Unless otherwise agreed upon in advance by Sucampo, Contractor shall be responsible for all expenses incurred while performing services under this Agreement. This includes, but is not limited to, license fees, memberships and dues; automobile and other travel; meals and entertainment; insurance premiums; and all salary, expenses and other compensation paid to Contractor employees or personnel engaged by Contractor to perform services under this Agreement.

SECTION 3: Confidentiality

          3.1 In order that Contractor may provide informed advice and information, Contractor may during the term of her engagement hereunder be provided with certain data and information prepared by or on behalf of and belonging to Sucampo and other confidential information entitled to protection under federal and state law (collectively, “Confidential Information”). Contractor shall maintain Confidential Information in confidence and shall not, without Sucampo’s prior written authorization, disclose to any person or organization the data or other Confidential Information transmitted to Contractor by Sucampo or by any person acting on behalf of Sucampo, or prepared by Contractor or on behalf of Contractor in connection with this Agreement, in any form (verbal, written, electronic, or other form). Contractor shall not use Confidential Information for any purpose except for the benefit of Sucampo, pursuant to Section 1 of this Agreement. This confidentiality provision shall remain in effect for ten (10) years following any disclosure made hereunder, except that this provision shall not apply to any information (a) that was in Consultant’s possession prior to receipt from Sucampo (subject to Section 5.10 below), (b) that was in the public domain at the time of receipt from Sucampo, (c) that becomes part of the public domain without breach of any obligation of confidentiality to Sucampo, (d) that is lawfully received by Consultant from a third party that has no obligation of confidentiality to Sucampo, or (e) that is required by law to be disclosed. NOTWITHSTANDING THE FOREGOING, however, any trade secret disclosed to Contractor shall be held in strict confidence in perpetuity or until said trade secret is publicly disclosed through no fault of Contractor.

          3.2 Contractor shall provide immediate notice to Sucampo of any request or demand made of Contractor that relates to the subject matter on which services have been sought, or

Confidential

otherwise with respect to this Agreement. Upon written request, Contractor shall promptly provide to Sucampo all data, information, notes, documents and other materials in any form provided to Contractor or prepared by Contractor on its behalf in connection with this Agreement.

SECTION 4: Ownership

          4.1 All materials, documents, information, inventions and descriptions that Contractor supplies to Sucampo or Contractor prepares or develops pursuant to this Agreement shall be the sole and exclusive property of Sucampo, shall be deemed to be Confidential Information (as defined above) and may be used by Sucampo for any purpose unless specified otherwise. Likewise, Contractor shall not use such documents, inventions information or descriptions for any purpose other than pursuant to this Agreement without the express written consent of Sucampo. Further, all written materials developed by Contractor for Sucampo shall be deemed works for hire and be the exclusive property of Sucampo. Contractor further agrees to reasonably cooperate with Sucampo to perfect any rights arising hereunder and hereby forever assigns and conveys the same to Sucampo.

          4.2 Notwithstanding the foregoing, methods used by Contractor in performing