Exhibit 10.3



 





Exhibit 10.3



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. 1 TO SERVICE AGREEMENT




     THIS AMENDMENT NO. 1 TO SERVICE AGREEMENT (the “Amendment”) by and between
VENTIV COMMERCIAL SERVICES, LLC (d/b/a inVentiv Commercial Services, LLC), a New Jersey
limited liability company (“Ventiv”) and SANTARUS, INC., a Delaware corporation (“Client”), is
entered into as of June 15, 2007.



     WHEREAS, Ventiv and Client have entered into that certain Service Agreement, dated November 3,
2006 (the “Agreement”), wherein Ventiv agreed to provide certain Services to Client upon the terms
set forth in the Agreement; and



     WHEREAS, Ventiv and Client desire to amend certain terms of the Agreement, as set forth
herein.



     NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements contained
in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Ventiv and Client, intending to be legally bound hereby, agree as
follows:




	1.	 	The chart referencing the Fixed Monthly Fee in Section I (a) of Exhibit A of the Agreement
shall be amended and restated in its entirety as follows:





	 	 	 
	 	 	Fixed Monthly
	Period	 	Fee
	December 1, 2006 through November 30, 2007 (“Year One”)

	 	$ [***]
	 
	 	 
	December 1, 2007 through November 30, 2008 (“Year Two”)

	 	$ [***]







	2.	 	The chart referencing the Daily Vacancy Credit in Section I (b) of Exhibit A of the
Agreement shall be amended and restated in its entirety as follows:






 






			
	***	 	Certain information on this page has been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.






 









 





	 	 	 	 	 
	 	 	Daily Vacancy	 	 
	 	 	Credit per Ventiv	 	Daily Vacancy
	 	 	Sales	 	Credit per
	Period	 	Representative	 	Ventiv RTAM
	Year One

	 	$ [***]
	 	$ [***]
	 
	 	 	 	 
	Year Two

	 	$ [***]
	 	$ [***]







	3.	 	The chart referencing the Monthly Fee for Permanent Upsize and Downsize of Project Team in
Section I (c) of Exhibit A of the Agreement shall be amended and restated in its entirety as
follows:





	 	 	 	 	 
	 	 	Monthly Fee per	 	 
	 	 	Ventiv Sales	 	Monthly Fee per
	Period	 	Representative	 	Ventiv RTAM
	Year One

	 	$ [***]
	 	$ [***]
	 
	 	 	 	 
	Year Two

	 	$ [***]
	 	$ [***]







	4.	 	The reference to the average annual base salary of “[***] dollars
($ [***] )” in Section III of Exhibit A of the Agreement shall be amended to state:
“[***] dollars ($ [***] ).”






	5.	 	Based on the amended Fixed Monthly Fee as set forth in Section 1 of this Amendment, Ventiv
shall [***] Santarus in the amount of [***] Dollars ($ [***] ) in
the invoice for fixed fees due under the Agreement for the monthly period ending May 31, 2007.






	6.	 	Section III of Exhibit A of the Agreement shall be amended to include the following as a
pass-through cost: “Sample Storage Units not to exceed [***] dollars
($ [***] ) per year.”






	7.	 	Except as specifically set forth herein, all of the terms and provisions of the Agreement
shall remain unchanged, unmodified and in full force and effect, and the Agreement shall be
read together and construed with this Amendment.






	8.	 	Capitalized terms used but not otherwise defined herein shall have the meanings assigned to
such terms in the Agreement.






	9.	 	This Amendment may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument and any of the parties hereto may execute this
Amendment by signing any such counterpart.





[Remainder of Page Intentionally Left Blank]





 






			
	***	 	Certain information on this page has been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.






 









 




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as
of the date first above written.




	 	 	 	 	 
	 	SANTARUS, INC.

 	 
	 	By:  	/s/ Gerald T. Proehl
 	 
	 	Name:  	Gerald T. Proehl 	 
	 	Title:  	President and Chief Executive Officer 	 
	 
	 	VENTIV COMMERCIAL SERVICES, LLC

 	 
	 	By:  	/s/ Terrell G. Herring
 	 
	 	Name:  	Terrell G. Herring 	 
	 	Title:  	President and CEO