Exhibit 10.5



 





Exhibit 10.5



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.




OMEPRAZOLE SUPPLY AGREEMENT




AMENDMENT NO. 2




     This Amendment (the “Amendment”) by and among Santarus, Inc., a Delaware corporation
having a principal place of business at 10590 West Ocean Air Drive, Suite 200, San Diego, CA 92130
(“SANTARUS”), Interchem Trading Corporation d/b/a Interchem Corporation, a New Jersey corporation
located at 120 Route 17 North, Paramus, New Jersey 07652 (“INTERCHEM”), and Union Quimico
Farmaceutica, S.A., a corporation of Spain located at Mallorca, 262, 08008, Barcelona, Spain
(“UQUIFA”) is entered into as of July 11, 2007 (the “Effective Date”).



     Whereas, SANTARUS, INTERCHEM and UQUIFA have entered into that certain Omeprazole
Supply Agreement, dated September 25, 2003, as amended (the “Agreement”), wherein UQUIFA agrees to
manufacture and supply Omeprazole to SANTARUS;



     Whereas, Section 5.3 of the Agreement provides that the price for the Omeprazole to
be purchased by SANTARUS under the Agreement shall be renegotiated by SANTARUS, on the one hand,
and INTERCHEM and UQUIFA, on the other hand, in good faith on [***] at a mutually agreed upon time
and reasonably in advance of the expiration of the applicable [***] period and taking into account
then prevailing market conditions; and



     Whereas, SANTARUS, INTERCHEM and UQUIFA desire to amend and restate Schedule C of the
Agreement pursuant to and in accordance with Section 5.3 in order to set a new price for the
Omeprazole to be purchased by SANTARUS under the Agreement and to clarify the timing for future
price adjustments.



     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, SANTARUS, INTERCHEM and UQUIFA, intending to be
legally bound hereby, agree as follows:



     1. Schedule C of the Agreement is hereby amended and restated in its entirety to read as
follows:



“SCHEDULE C




PRICING AND SHIPPING TERMS



Freight Terms: INTERCHEM and UQUIFA shall make all necessary shipping arrangements to SANTARUS’
designated facility, [***] SANTARUS’ designated facility, freight prepaid.



Shipping Method: Air Freight



Price: [***]






 




			
	***	 	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.




 









 










     2. It is hereby acknowledged that in accordance with Section 11.1 of the
Agreement, the Agreement has automatically renewed for an additional two (2) years and shall be
effective until September 25, 2009.



     3. 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.



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



     5. 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.



     In Witness Whereof, the parties hereto have caused this Amendment to be executed as
of the date first above written.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Interchem Trading Corporation

	Santarus, Inc.,
	 	 	 	d/b/a Interchem Corporation,

	a Delaware corporation	 	 	 	a New Jersey corporation
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Warren Hall

	 	 	 	By:
	 	/s/ Joseph M. Pizza
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Name:

Title:

	 	Warren Hall

Senior Vice President, Manufacturing
and Product Development
	 	 	 	Name:

Title:
	 	Joseph M. Pizza

President/CEO	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Union Quimico Farmaceutica, S.A.,	 	 	 	 	 	 	 	 	 	 	 	 
	a corporation of Spain	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Mark Ian Robbins 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Mark Ian Robbins	 	 	 	 	 	 	 	 	 	 	 	 
	Title:

	 	Chief Executive