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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 23, 2009
Sucampo Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-33609
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30-0520478 |
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(State or Other Jurisdiction
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(Commission
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(IRS Employer |
of Incorporation)
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File Number)
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Identification No.) |
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4520 East-West Highway, Suite 300
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Bethesda, Maryland
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20814 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code: (301) 961-3400
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement
On February 23, 2009, Sucampo Pharma, Ltd., or SPL, a wholly owned Japanese subsidiary of the Registrant, entered into an
Exclusive Manufacturing and Supply Agreement with R-Tech Ueno, Ltd., or R-Tech. Under this agreement, SPL granted to R-Tech
the exclusive right to manufacture and supply lubiprostone to meet its commercial and clinical requirements in Asia, Australia and
New Zealand.
In consideration of these exclusive rights, R-Tech will make an up-front payment of $250,000 and will be obligated to make
milestone payments of $500,000 upon regulatory approval of lubiprostone in Japan and $250,000 upon the commercial launch in Japan.
R-Tech has agreed to maintain at least a six-month supply of lubiprostone and a three-month supply of the active ingredient used
in manufacturing lubiprostone as a backup inventory.
The Registrant intends to file a copy of the Exclusive Manufacturing and Supply Agreement as an exhibit to its Annual Report on
Form 10-K for the year ended December 31, 2008.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SUCAMPO PHARMACEUTICALS, INC.
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Date: February 23, 2009 |
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/s/ Jan Smilek
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Name: |
Jan Smilek |
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Title: |
Chief Financial Officer
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