exv10w1






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 SERVICE AGREEMENT




     THIS AMENDMENT NO. 2 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
October 6, 2008.



     WHEREAS, Ventiv and Client have entered into that certain Service Agreement, dated November 3,
2006, and the subsequent Amendment 1 to Service Agreement, dated as of June 15, 2007 (Amendment 1
and the Service Agreement, 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.	 	Section 10 of the Agreement is hereby amended to provide that the Term of the Agreement is
extended through November 30, 2010. The period of December 1, 2008 through November 30, 2009
shall be referred to herein as “Year Three” and the period of December 1, 2009 through
November 30, 2010 shall be referred to herein as “Year Four”.
	 
	2.	 	Exhibit B of the Agreement shall be amended to include the following: Glumetza® (metformin
HCI extended release tablets) 500 mg and 1000 mg tablets
	 
	3.	 	For clarification purposes, the composition of the Project Team is [***] Ventiv Sales
Representatives and [***] RTAMs.
	 
	4.	 	The last sentence in Section 1 (a) (i) of the Agreement is amended to provide that [***].
	 
	5.	 	Section 12 (c) is deleted in its entirety. Client may only conduct a No Backfill Conversion
or a Backfill Conversion (as set forth in Section 12 of the Agreement) if the applicable
Ventiv Sales Representative and/or RTAM has been employed by Ventiv for at least [***] as of
the date of the proposed conversion. Through the end of the Term, the finder’s fees payable
by Client to Ventiv upon Client’s conducting a Backfill Conversion (as set forth in Section 12
(b) of the Agreement) is $[***] per Ventiv Sales Representative and $[***] per RTAM. [***].
	 
	6.	 	Client must approve in writing the provision of new laptop computers (the “Laptops”) to any
Project Team Members. If such written approval is provided by Client and new Laptops are
provided to Project Team members prior to [***], in the case of any termination of this
Agreement prior to [***], or upon Client conducting a Conversion (as set forth in Section 12)
prior to [***], Client shall pay (or reimburse) Ventiv [***].







 




			
	***	 	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.




 









 











	 	 	Ventiv shall make a good faith effort to mitigate Client’s liability for such amount due by
attempting to reassign the Laptops for use in connection with services being provided by
Ventiv to a third party; however, Ventiv makes no guaranty with respect to its ability to
mitigate such Client liability. In addition, Client may elect to either: (i) in the event
the Laptops are owned by Ventiv, transfer the Laptops and [***], or in the event the Laptops
are subject to a lease or finance lease, the Laptops may be transferred to Client (subject
to the penultimate sentence of this paragraph) and Client shall assume the responsibility
for [***], or (ii) [***]. Any proposed transfer of Laptops shall be subject to Client
establishing its own relationship and credit with the entity that Ventiv contracted with to
lease or rent such Laptops. Ventiv shall provide reasonable assistance with respect to
facilitating the establishment of any such Client/third party relationship.
	 
	7.	 	The chart referencing the Fixed Monthly Fee in Section I (a) of Exhibit A of the Agreement is
supplemented as follows:





	 	 	 	 	 
	Period	 	Fixed Monthly Fee
	December 1, 2008 through November 30, 2009 (“Year Three”)
	 	$	[***]	 
	December 1, 2009 through November 30, 2010 (“Year Four”)
	 	$	[***]	 







	8.	 	The chart referencing the Ventiv Incentive Fees in Section II of Exhibit A of the Agreement
is amended to add the following:





	 	 	 	 	 
	Period	 	Target Incentive Fee
	Year Three
	 	$	[***]	 
	Year Four
	 	$	[***]	 







	9.	 	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:







 




			
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Exchange Commission. Confidential treatment has been requested with respect to the omitted
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	 	 	Daily Vacancy Credit per	 	Daily Vacancy Credit per
	Period	 	Ventiv Sales Representative	 	Ventiv RTAM
	Year Three
	 	$	[***]	 	 	$	[***]	 
	Year Four
	 	$	[***]	 	 	$	[***]	 







	10.	 	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 Three
	 	$	[***]	 	 	$	[***]	 
	Year Four
	 	$	[***]	 	 	$	[***]	 







	11.	 	Section II (“Ventiv Incentive Fees”) of Exhibit A of the Agreement is amended to reflect that
the Parties will mutually agree in writing upon the goals for the incentive fees on or before
February 1, 2009.
	 
	12.	 	The reference to the Ventiv Sales Representative average annual base salary of “[***] dollars
($[***])” in Section III of Exhibit A of the Agreement (“Pass-Through Costs”) shall be amended
to state: “[***] Dollars ($[***]).”
	 
	13.	 	The reference to the RTAM average annual base salary of “[***]dollars ($[***])” in Section
III of Exhibit A of the Agreement (“Pass-Through Costs”) shall be amended to state: “[***]
Dollars ($[***]).”
	 
	14.	 	The fixed monthly fee to be paid by Client (as set forth in Section I (a) of Exhibit A of the
Agreement) assumes an average price of $[***] per gallon for gasoline for the fleet
automobiles provided to Project team members. If during any calendar quarter the national
average price for a gallon of gasoline fluctuates above $[***] by more then [***]%, the
parties agree that Ventiv shall receive a credit in an amount equal to the difference between
such [***]% increase level and [***] percentage increase. For example, if the national
average price for a gallon of gasoline increased [***]% above $[***], Ventiv would be entitled
to a credit in an amount equal to the difference between







 




			
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Exchange Commission. Confidential treatment has been requested with respect to the omitted
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	 	 	[***]% ( $[***]) and [***]% ($[***]), i.e. [***]% ($[***]). If during any calendar quarter
the national average price for a gallon of gasoline fluctuates below $[***] by more than
[***]%, the parties agree that Client shall receive a credit in an amount equal to the
difference between such [***]% decrease level and [***] percentage decrease. For example,
if the national average price for a gallon of gasoline decreased [***]% below $[***], Client
would be entitled to a credit in an amount equal to the difference between [***]% ($[***])
and [***]% ($[***]), i.e. [***]% ($[***]). Ventiv agrees to compute such averages and apply
any such credits on a quarterly basis.
	 
	15.	 	[***]:





	 	 	 	 	 	 	 	 	 
	 
	 	[***]
	 	[***]

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







	16.	 	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.
	 
	17.	 	Capitalized terms used but not otherwise defined herein shall have the meanings assigned to
such terms in the Agreement.
	 
	18.	 	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.





Signature page 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.





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     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