exv10w1



 






EXHIBIT 10.1




AMENDMENT NO. 1 TO CO-PROMOTION AGREEMENT




     THIS
AMENDMENT NO. 1 TO CO-PROMOTION AGREEMENT (the “Amendment”) by and between Santarus,
Inc., a Delaware corporation (“Santarus”), and Otsuka America Pharmaceutical, Inc., a Delaware
corporation (“Co-Promotion Partner”), is entered into as of January 6, 2006.



     WHEREAS, Santarus and Co-Promotion Partner have entered into that certain Co-Promotion
Agreement, dated October 4, 2004 (the “Agreement”), wherein Santarus and Co-Promotion Partner
agreed to work together to promote certain Products in the United States upon the terms set forth
in the Agreement; and



     WHEREAS, Santarus and Co-Promotion Partner 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, Santarus and Co-Promotion Partner, intending to be legally bound
hereby, agree as follows:


1.          The definition of “New Products” shall be deleted in its entirety.



2.          The definition of “Products” shall be amended and restated in its entirety as follows:




““Product(s)” shall mean the following prescription pharmaceutical
products as currently being developed, each having omeprazole as its
primary active ingredient, and including all current and future
prescription (but not over-the-counter) dosage strengths and
prescription (but not over-the-counter) indications of such products
(other than any future indications involving significant clinical
development, i.e., beyond Phase I clinical developement, by or on behalf of Santarus): (a) Zegerid®
Powder for Oral Suspension 20 mg and 40 mg; and (b)
Zegerid® Capsules 20 mg and 40 mg.”


3.          Section 2.3 of the Agreement shall be amended and restated in its entirety as follows:




“2.3      Intentionally Omitted.”


4.          The
references to “***US Dollars (US $***)” in each of Sections 3.2(b)(iii), 3.2(d)(iv) and 3.2(d)(v) shall be
amended to state:
             “***US Dollars (US $***).”



5.          Section 8.2 of the Agreement shall be amended and restated in its entirety as follows:




“8.2     Intentionally Omitted.”


6.          Section 10.2 of the Agreement shall be amended to add the following new subsection “e”:





	 	“e.	 	Santarus shall have the right to terminate this
agreement at any time following June 30, 2007 by providing at
least one hundred twenty (120) days prior written notice to
Co-Promotion Partner. For purposes of clarifying the preceding
sentence, it is the parties’ intent that the earliest possible effective
termination date under this Section 10.2(e) would be July 1,
2007.”





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



 









 










7.          Section 10.3(c) shall be amended and restated in its entirety as follows:





	 	“c.	 	Co-Promotion Partner shall have the right to
terminate this agreement at any time following June 30, 2007 by
providing at least one hundred twenty (120) days prior written
notice to Santarus. For purposes of clarifying the preceding
sentence, it is the parties’ intent that the earliest possible
effective termination date under this Section 10.3(c) would be
July 1, 2007.”






	8.	 	Co-Promotion Partner also agrees that it will attend and participate in the joint launch
meeting for Zegerid® Capsules scheduled during *** and related activities.
	 
	9.	 	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.
	 
	10.	 	Capitalized terms used but not otherwise defined herein shall have the meanings assigned to
such terms in the Agreement.
	 
	11.	 	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.




	 	 	 	 	 
	SANTARUS, INC.,

a Delaware corporation

 	 	 
	By:                /s/ Gerald T. Proehl
 	 	 
	Name:  Gerald T. Proehl	 	 	 	 
	Title:  President and Chief Executive Officer	 	 	 	 
	 



	 	 	 	 	 
	OTSUKA AMERICA PHARMACEUTICAL,

INC., a Delaware corporation

 	 	 
	By:                /s/ Hiromi Yoshikawa
 	 	 
	Name:  Hiromi Yoshikawa	 	 	 	 
	Title:  Chairman and Chief Executive Officer	 	 	 	 
	 




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