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SCMP > SEC Filings for SCMP > Form 8-K on 21-Aug-2014All Recent SEC Filings




Entry into a Material Definitive Agreement, Termination of a Materi

Item 1.01. Entry into a Material Definitive Agreement.

On August 18, 2014, Sucampo Pharmaceuticals, Inc. (the "Company") subsidiary, Sucampo AG, entered into an exclusive global manufacturing and supply agreement (the "EMSA") with R-Tech Ueno, Ltd. (the "R-Tech") for ten years with an automatic renewal of ten more years unless the parties terminate the EMSA. R-Tech shall provide to the Company and its subsidiaries clinical and commercial supply of lubiprostone, in certain circumstances, as API, intermediate or finished product globally at supply prices that are reduced from the current supply prices. The current manufacturing and supply agreements for lubiprostone are superseded by the EMSA; except that the EMSA will not apply to the clinical and commercial supply of lubiprostone to the United States and Canada until the Supply and Purchase Agreement among Takeda Pharmaceutical Company, Ltd., R-Tech and us has expired and to Japan until the expiration of the manufacturing and supply agreement for Japan or certain material circumstances occur. We also have the right to qualify a back-up supplier for lubiprostone in expanded situations,
e.g. authorized generic, additional formulations, inability to supply in certain circumstances, and others. There are no commercial or development milestones in the EMSA and all other terms contained in the superseded manufacturing and supply agreements are generally contained in the EMSA. The EMSA is effective as of January 1, 2014, notwithstanding the date the Company signed the Agreement.

The foregoing description of the EMSA does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal period ending September 30, 2014.

Item 1.02. Termination of a Material Definitive Agreement.

The information set forth under "Item 1.01. Entry into a Material Definitive Agreement" of this report relating to the superseding of the certain current manufacturing and supply agreements is hereby incorporated by reference in this Item 1.02.

Item 8.01. Other Events.

On August 21, 2014, the Company issued a press release pursuant to which it announced that it had entered into the EMSA. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit relating to Item 1.01 shall be deemed to be furnished, and not filed:

99.1 Press Release issued by the Company on August 21, 2014

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