Exhibit 10.1



 





Exhibit 10.1



CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




Amendment No. 2 to

Exclusive License Agreement

Between

The Curators of University of Missouri and Santarus, Inc.




     This Amendment No. 2 (the “Amendment”) to the Exclusive License Agreement dated January 26,
2001 and amended as of February 21, 2003 (the “License”), between The Curators of the University of
Missouri (the “University”) and Santarus, Inc. (“Santarus”) is made as of August 20, 2007 (the
“Effective Date”).



RECITALS




     WHEREAS, the University and Santarus desire to amend certain terms of the License as set forth
herein.



AGREEMENT




     NOW, THEREFORE, in consideration of the covenants set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:



     1. Amendment of Section 1.18. Exhibit A is hereby amended to add the
applications set forth in Exhibit A hereto. The University and Santarus agree to
use their best efforts to have the documents in Exhibit B executed and filed with the
United States Patent and Trademark Office. [***].



     2. Amendment of Section 13.3. The parties’ contact information set forth in Section
13.3 of the License is hereby amended as follows:



	 	 	 
	“In the case of Santarus:

	 	Santarus, Inc.

10590 W. Ocean Air Dr., Suite 200

San Diego, CA 92130

Telephone: (858) 314-5700

Facsimile: (858) 314-5701

Attention: President & CEO
	 
	 	 
	with a copy to:

	 	Santarus, Inc.

10590 W. Ocean Air Dr., Suite 200

San Diego, CA 92130

Telephone: (858) 314-5700

Facsimile: (858) 314-5702

Attention: Legal Affairs Department






 




			
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	In the case of the University:

	 	University of Missouri

Office of Research

340A Bond Life Sciences Center

Columbia, MO 65211
	 
	 	 
	 

	 	Telephone: 573 884-3553

Facsimile: 573 884-0802

Attention: Michael F. Nichols, Ph.D., Director of

Technology Management & Industry Relations
	 
	 	 
	with a copy to:

	 	University of Missouri

Office of the General Counsel

227 University Hall

Columbia, MO 65211

Telephone: 573-882-3211

Facsimile: 573-882-0050

Attention: Marvin E. Wright, General Counsel
	 
	 	 
	and
	 	 
	 
	 	 
	 

	 	Joseph A. Mahoney

Mayer, Brown, Rowe & Maw LLP

71 South Wacker Drive

Chicago, IL 60606

Telephone: 312-701-8979

Facsimile: 312-706-8530”






     3 Amendment of Section 14.2. Section 14.2 of the License is hereby amended and
restated in its entirety as follows (with the understanding that these changes shall be deemed to
have been effective as of January 26, 2001):




“14.2 All Proprietary Information shall be labeled or marked confidential or
otherwise similarly designated by the disclosing party; provided, however,
that orally or visually disclosed Proprietary Information need not be
reduced to writing or other physical tangible form for such disclosure to be
subject to the confidentiality provisions of Section 14 hereof.
Notwithstanding the foregoing, Santarus and the University may disclose
Proprietary Information to its employees, agents, consultants, contractors,
and, in the case of Santarus, its actual and potential sublicensees,
provided that all such employees, agents, consultants, contractors and
sublicensees are similarly bound by a similar duty of confidentiality.”



     4. Reimbursement for Patent Prosecution Fees. Promptly following the execution of
this Amendment, Santarus will reimburse the University in an amount equal to $[***] for past
prosecution of the patent applications added to Exhibit A pursuant to Section 1 hereof (the
“Additional Patent Rights”) (which $[***] shall consist of payment of Mayer Brown Invoice No.




 




			
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28516609 in the amount of $[***] and payment of a portion of Mayer Brown Invoice No. 28531712 equal
to $[***]). In addition, the University will diligently prosecute and maintain such Additional
Patent Rights in accordance with Section 11 of the License and Santarus will reimburse the
University for the reasonable costs incurred following the Effective Date for preparing, filing,
prosecuting and maintaining such Additional Patent Rights in accordance with Section 11.5 of the
License. Each of Santarus and the University will bear their own fees and expenses associated
with preparation and negotiation of this Amendment.




     5. Miscellaneous.



          5.1 Except for the amendments set forth herein, all other terms and conditions of the License
shall remain in full force and effect.




          5.2 Capitalized terms used but not otherwise defined herein shall have the meanings assigned
to them in the License.




          5.3 This Amendment will be interpreted and construed in accordance with the laws of the State
of Missouri, excluding any choice of law rules that would direct the application of the laws of
another jurisdiction.




     IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.



	 	 	 	 	 	 	 
	THE CURATORS OF THE

UNIVERSITY OF MISSOURI	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Michael F. Nichols, Ph.D.
 

	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	Michael F. Nichols, Ph.D.	 	 	 	 
	 
	 	 	 	 	 	 
	Title:	 	Director, Office of Technology Management & Industry Relations
	 
	 	 	 	 	 	 
	SANTARUS, INC.	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Gerald T. Proehl	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	Gerald T. Proehl	 	 	 	 
	 
	 	 	 	 	 	 
	Title:

	 	President and CEO	 	 	 	 






 




			
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Exhibit A




PATENTS AND PATENT APPLICATIONS LICENSED




	 	 	 	 	 
	Patent App. No.	 	Filing Date	 	Title
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
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	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]






 



			
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Exhibit B




[***]





 




			
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Exhibit C




	 	 	 	 	 
	Patent App. No.	 	Filing Date	 	Title
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]






 




			
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