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): September 8, 2011

Registrant’s telephone number, including area code: (301) 961-3400

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):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ 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 September 8, 2011, Sucampo AG, or SAG, a wholly-owned subsidiary of the registrant, entered into a Loan Guarantee and Development Agreement with Numab AG, or Numab, to provide SAG with access to Numab’s proprietary technology for the discovery of high-affinity antibodies against certain selected targets.

• SAG will provide up to 5 million Swiss francs as collateral for a loan to Numab from a third party;
• SAG may designate up to four targets against which Numab will use their proprietary technology to discover high-affinity antibodies for each target; and
• If a biologic is successfully developed, Numab and SAG may enter into a license arrangement in which Numab will be entitled to clinical development milestone payments and increasing tiered royalties on net sales. SAG will be responsible for clinical development and will retain all commercial rights to any resulting biologic product.

The foregoing description is qualified in its entirety by the text of the Loan Guarantee and Development Agreement with Numab AG and SAG to be attached as an exhibit to the Form 10-Q for the quarter ended September 30, 2011.

Item 9.01 Financial Statements and Exhibits

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.

EXHIBIT INDEX